Placing and Open Offer

RNS Number : 5097A

Aminex PLC

02 February 2011

 



NOT FOR FORWARDING, RELEASE, PUBLICATION OR DISTRIBUTION IN PART OR IN WHOLE DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

2 February 2011

Aminex PLC ("Aminex" or the "Company")

Placing to raise £20 million and proposed Open Offer to raise up to approximately £6 million 

Highlights

·      Institutional placing to raise £20 million before expenses arranged by Shore Capital (as bookrunner) and Davy;

·      Intention to conduct a non-underwritten Open Offer to raise up to approximately £6 million before expenses;

·      Proceeds of the fundraising to be used principally to finance and expand Aminex's 2011 exploration and development programme, principally Nyuni (one exploration well operated by Aminex), Ruvuma (one exploration well operated by Tullow Oil plc) and Shoat's Creek, USA (two development wells).

Proposed Placing and OPEN OFFER

The Board of Aminex is pleased to announce that it has agreed the terms of a placing of 250 million new Ordinary Shares at Stg8p per Ordinary Share (the "Placing Shares") to raise gross proceeds of approximately Stg£20 million (approximately US$31.8 million based on 1.59 £/US$ exchange rate) (the "Placing").  The Placing will represent approximately 55% of the existing issued share capital.

The Board also announces its intention to give Aminex shareholders an opportunity to participate in the fundraising by way of a 1 for 6 Open Offer of up to 75,667,826 new Ordinary Shares of nominal value €0.06 each at a price of Stg8p each ("Open Offer Shares") to raise up to approximately an additional Stg£6m (approximately US$9.6million) (the "Open Offer") before expenses.  Participants in the Placing will not have an entitlement to participate in the Open Offer in respect of their Placing Shares.  Shareholders will be able to apply under the Open Offer for new Ordinary Shares in excess of their entitlements. To the extent that excess applications are received, such applications will be scaled back pro rata such that funds raised from the Open Offer will not exceed approximately Stg£6 million.  Davy and Shore Capital have reserved the right to place any unsubscribed Open Offer Shares for the benefit of the Company at the Placing Price of Stg8p, for a period of up to 7 days following the closing date of the Open Offer.

Relative to the closing mid market price per Ordinary Share on the London Stock Exchange on 1 February 2011 (the last business date prior to this announcement) of Stg8.5p, the issue price under the Placing and the Open Offer represents a discount of approximately 5.9%.

Completion of the Placing is conditional, inter alia,on shareholder approval and on admission of the Placing Shares to the Official Lists of the Irish Stock Exchange and the UK Listing Authority and to trading on the main markets for listed securities of the Irish Stock Exchange and the London Stock Exchange.  The Open Offer, which is not underwritten, will be conditional, inter alia, on shareholder approval and upon the Placing having become unconditional in all respects.

The Placing and Open Offer are conditional upon the approval by Aminex shareholders of resolutions to be considered at an extraordinary general meeting to be held at The Bloomsbury Hotel, 16-22 Great Russell Street, London WC1B 3NN, United Kingdom at 12 noon on Friday 25th February 2011. 

2011 EXPLORATION AND DEVELOPMENT PROGRAMME

The estimated net proceeds of the Placing and Open Offer of approximately Stg£24.5 million in aggregate will be used to advance the Group's high impact exploration activities in Tanzania, its development and exploration activities in the US and for ongoing corporate and working capital purposes.

The following is a summary of Aminex's 2011 exploration and development programmes:

Tanzania

Nyuni (Aminex 50 per cent. interest and operator)

Aminex is finalising preparations to drill the fourth well on the Nyuni concession area. The well, Nyuni-2, will be the second exploration well drilled from Nyuni Island and is expected to be spudded in April 2011.  In 2004, the first well, Nyuni-1, encountered oil and gas but was not tested and was suspended for re-entry. In the event that Nyuni-2 is a commercial gas discovery, it is expected that it will be tied into the gas pipeline terminal on Songo-Songo Island, which is 20 km from Nyuni Island.  The Company is in final negotiations to contract a drilling rig for the Nyuni-2 well and expects to sign an agreement in the near future.  As operator, Aminex has started ordering long-lead items and this process will be continued.

Ruvuma (Aminex 37.5 per cent. interest - operated by Tullow Oil plc)

Aminex, with its partners, intends to drill a second well in the Ruvuma basin in 2011.  Likonde-1 was drilled in H1 2010 and although the well was not a flowing commercial discovery, it showed indications of both oil and gas shows in a 250m sandstone interval.  Following an evaluation of the results from Likonde-1, Aminex expects the second well to be drilled in the third quarter of 2011.

Kiliwani North (Aminex 50 per cent. interest and operator)

Aminex is preparing to commercialise the Kiliwani North-1 ("KN-1") discovery on Songo-Songo Island with the expectation of gas production commencing in 2012.  In 2008, KN-1 was successfully drilled on the southern tip of Songo-Songo Island and encountered a 60 metre gross column, 18 metres of which were fully production tested, yielding a flow rate of 40 million cubic feet/day (equivalent to 6,700 barrels oil per day). KN-1 is 2.5 km overland from the entry point and treatment plant for the Songo-Songo gas field. The Company is in discussions with the Tanzanian authorities to accelerate first production from Kiliwani North in order to help meet the country's increasing energy demand.

Aminex and its joint venture partners plan to acquire additional 2D seismic over the Fanjove North prospect which is located in the southern half of the Nyuni concession area approximately 7 km from the KN-1 discovery.  The seismic will be used to identify another well location within the Nyuni concession area.

Subject to the successful outcome of negotiations, Aminex may increase its increase its Tanzanian exploration and development activity. 

US

Shoats Creek

Aminex, in a joint venture with El Paso Corporation, plans to drill two development wells on the Aminex-El Paso Unit in Louisiana during 2011.  The first well on the Aminex-EL Paso Unit, Olympia Minerals 10-1, was drilled in 2010 and encountered oil and gas bearing sands in 5 separate zones in the Upper Wilcox formation. This well was tested and completed for production, commencing delivery of oil and gas to market during Q4 2010. In the first half of 2010, Aminex also drilled a well on its Shoats Creek leases but outside the Aminex-El Paso Unit.  This well, Olympia Minerals-1, tested several intervals in Cockfield sands and was placed on production during 2010.

CIRCULAR, GENERAL MEETING AND PROSPECTUS

An extraordinary general meeting will be held on 12 noon on 25 February 2011 at The Bloomsbury Hotel, 16-22 Great Russell Street, London WC1B 3NN, United Kingdom (the "EGM").  The purpose of the EGM is to consider and, if thought fit, to pass the resolutions necessary to authorise and carry out the Placing and Open Offer.

A circular containing a notice of extraordinary general meeting will be sent to Shareholders today.  Shareholders should read the full text of the resolutions contained in the Notice of General Meeting in the Circular.  Copies of the Notice of General Meeting will be filed with the national storage mechanism and will be available for inspection at: www.hemscott.com/nsm.

In connection with the Placing and Open Offer, the Company will publish a Prospectus containing full details, including the terms and conditions, of the Placing and Open Offer which will be available to Shareholders on the Company's website (www.aminex-plc.com) and at its registered office.  It is anticipated that the Prospectus, subject to the approval of the Central Bank of Ireland, will be published on or about 17 February 2011.

Further Information

The Placing, which is not underwritten, is being arranged by Shore Capital and Davy. The Placing is conditional, inter alia, on (i) shareholder approval; (ii) the Placing Agreement becoming unconditional in all respects as regards the Placing; and (iii) admission of the Placing Shares to the Official Lists of the Irish Stock Exchange and the UK Listing Authority and to trading on the main markets for listed securities of the Irish Stock Exchange and the London Stock Exchange. The Placing is not conditional upon the Open Offer.  The Open Offer, which is not underwritten, is conditional, inter alia, upon shareholder approval and the Placing having become unconditional in all respects. Participants in the Placing will not have an entitlement to participate in the Open Offer in respect of their Placing Shares. Further announcements will be made by Aminex, including an announcement detailing the expected timetable in connection with the Open Offer, in due course.

For further information:
Aminex
Brian Hall, Chairman	Tel: [phone]
Davy
John Frain / Brian Garrahy	Tel: [phone]
Shore Capital
Dru Danford / Stephane Auton	Tel: + 44 (0) 20 7408 4090
Pelham Bell Pottinger
Archie Berens	Tel: [phone]

information on the company

Aminex is an international oil and gas exploration, development and production company. The Company's principal focus is on the East African coastal margin of Tanzania and the US onshore Gulf Coast of Texas and Louisiana.  Aminex also participates indirectly in exploration projects onshore in Egypt and offshore North Korea. AMOSSCO Limited, a wholly-owned subsidiary of Aminex, provides supply and logistical services to the Group and to the international oil industry generally.

Exploration Assets

Nyuni

The Nyuni concession area is located in a shallow marine area off the coast of Tanzania and adjacent to the Songo-Songo gas field.  Aminex operates the concession area through its wholly-owned subsidiary, Ndovu Resources.  Exploration activity on the Nyuni concession area is governed by a production sharing agreement which expires in May 2011.  Aminex is currently in negotiations with Tanzanian authorities for a new production sharing agreement to replace the current agreement upon expiry.  A second well is due to be drilled before expiry of the current PSA; the Company has held formal, minuted meetings with the Tanzanian authorities for this well commitment to become part of a future work programme. Aminex has submitted a Development Licence application to the Tanzanian authorities and expects the Development Licence to be awarded in the near future.  The Company cannot be certain that all or any of these negotiations will be successfully concluded.

Ruvuma

The Ruvuma concession area is located in the Ruvuma Basin in south-eastern Tanzania, directly north of the Mozambique border.  Exploration activity on the concession area is governed by a production sharing agreement which is operated by Tullow Oil.  The agreement is currently in its first exploration period which is due to expire in December 2011.  The concession area comprises two separate and adjacent licence areas known as Lindi and Mtwara, which are predominantly onshore and lie west of the Mnazi Bay gas field.

West Songo-Songo

The West Songo-Songo concession area is located in offshore Tanzania, immediately adjoining both the Nyuni concession area and to the west of the producing Songo-Songo gas field.  The concession area is operated by Key Petroleum under a production sharing agreement ("West Songo-Songo PSA").  The West Songo-Songo PSA is currently in an initial exploration period which expires in July 2012.  The first well of a two well commitment is required to be drilled by July 2011.  The operator, Key Petroleum has advised that it is in discussions with the Tanzanian authorities concerning an extension of this drilling commitment.  As the Company is not involved in these discussions it can not be certain that an extension will be granted.

West Esh El Mellaha ("WEEM")

Aminex has an indirect 10% interest in the WEEM concession located onshore in the Eastern Desert/West flank of the Gulf of Suez rift basin in Egypt.  Aminex's 10% interest is carried through to first commercial production, free of any financial commitment.  The WEEM licence has been extended into a first extension period which will expire in September 2012.

North Korea

In September 2004, Aminex entered into a twenty-year petroleum agreement with the North Korean authorities to assist with the development of the onshore and offshore hydrocarbon potential of the country.

In May 2010, Korex Limited (in which Aminex owns a 50 percent shareholding)formally signed a production sharing contract for an offshore area in shallow and deep water in the Korean East Sea.  The current exploration period expires in May 2012.

Production Assets

Aminex's US portfolio of production interests is based in Texas and Louisiana.  All of Aminex's oil and gas production is currently located at its four main properties: Shoats Creek, Louisiana and Alta Loma, Somerset and South Weslaco in Texas.  These fields have helped provide cash flow which has been used to fund further development activity for the Company. The Company is in the process of expediting its independent annual reserves reports

- END -

J&E Davy (collectively ''Davy'') (each of which is regulated in Ireland by the Central Bank of Ireland) and Shore Capital Stockbrokers Limited (''Shore Capital") (which is regulated in the UK by the Financial Services Authority) are acting exclusively for Aminex in connection with the requirements of the Irish Stock Exchange and the UK Listing Authority and for no one else and will not be responsible to any other person for providing the protection afforded to customers of Davy or Shore Capital respectively nor for providing advice in connection with this announcement.

Participation in the proposed Open Offer will not be available to shareholders resident in the United States, Australia, Canada, South Africa or Japan or any other jurisdiction where it would be unlawful to offer participation.

This announcement does not constitute, or form part of, an offer of, or the solicitation of any offer to subscribe for or buy, any of the Ordinary Shares to be issued or sold in connection with the Placing and/or Open Offer.

This announcement does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Placing or the Open Offer. A Prospectus relating to the Open Offer will be prepared and made available in accordance with EU Directive 2003/71/EC and/or Part VI of the Financial Services and Markets Act 2000. Any decision to invest in Aminex under the Open Offer must be made only on the basis of the information contained in and incorporated by reference into such Prospectus.

This announcement contains certain "forward‐looking statements" regarding the belief or current expectations of the Group, the Directors and other members of its senior management about the Company's financial condition, results of operations and business and the transactions described in this announcement. Generally, but not always, words such as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target". "goal", "would" or their negative variations or similar expressions identify forward‐looking statements.

Such forward‐looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, that may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievements or developments expressed or implied from the forward‐looking statements.

The offer of securities in certain jurisdictions may be restricted by law and therefore potential investors should inform themselves about and observe any such restrictions. This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, South Africa, Switzerlandor any other jurisdiction in which such publication or distribution would be a violation of the relevant laws of such jurisdiction. This announcement is for information only and does not constitute an offer or invitation to acquire or dispose of securities in the United States, Australia, Canada, Japan, New Zealand, South Africa or Switzerland or any other jurisdiction in which such offer or invitation would be a violation of the relevant laws of such jurisdiction. In particular, this announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein (the "Securities")  have not been and will not be registered under the US Securities Act of 1933, as amended ('the Securities Act'), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of Securities in the United States.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The distribution of this announcement may be restricted by law. No action has been taken that would permit the possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

 

END

 

 

IOEDKDDNFBKDDBK