Results of Placing

RNS Number : 5933U

Rockhopper Exploration plc

19 October 2010

 



19 October 2010

Rockhopper Exploration plc ("Rockhopper" or the "Company")

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN

Result of Placing - £206.3 million raised

Rockhopper, the North Falkland Basin oil and gas exploration company, is pleased to announce the successful completion of the equity placing announced yesterday. A total of 65,500,000 new Ordinary Shares of the Company (the "Placing Shares") have been placed by Canaccord Genuity Limited ("Canaccord Genuity"), and Merrill Lynch International ("Merrill Lynch") acting as joint bookrunners (the "Joint Bookrunners") in relation to the Placing at a price of 315 pence each, to raise approximately £206.3 million before commissions and expenses.

The Placing Shares equal, in number, approximately 34.0 per cent. of the Ordinary Shares currently in issue. The Placing Shares will be issued credited as fully paid and will rank pari passu with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.

The Company will apply for admission of the Placing Shares to be traded on the AIM market of the London Stock Exchange ("Admission"). It is expected that Admission will take place and that trading will commence on or around 8 November 2010.

The Placing is conditional upon, inter alia, Admission becoming effective and upon the passing of the Resolution at the Company's General Meeting proposed to be convened for on or around 5 November 2010. The Placing is also conditional on the Placing Agreement between the Company, Canaccord Genuity and Merrill Lynch becoming unconditional and not being terminated in accordance with its terms. It is anticipated that the settlement date will be on or around 8 November 2010.

Following Admission, Rockhopper's issued share capital will consist of 258,039,606 Ordinary Shares of 1p each. As such, the total number of Ordinary Shares in Rockhopper to which voting rights are attached on the basis of one vote per Ordinary Share held will be 258,039,606.

The above total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the FSA's Disclosure and Transparency Rules.

Capitalised terms used, but not defined in this announcement have the same meanings as set out in the announcement released by the Company yesterday in relation to the Placing.

Contacts

Rockhopper Exploration plc                   Sam Moody - Chief Executive		[phone] (via M: Communications)
BofA Merrill Lynch		[phone]
Andrew Osborne Oliver Holbourn Paul Frankfurt
Canaccord Genuity		[phone]
Robert Finlay
Charles Berkeley
Henry Fitzgerald-O'Connor

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that would cause actual results or events to differ from current expectations, intentions or projections might include, amongst other things, changes in oil prices, changes in equity markets, failure to establish estimated petroleum reserves, political risks, changes to regulations affecting the Company's activities, delays in obtaining or failure to obtain any required regulatory approval, failure of equipment, uncertainties relating to the availability and costs of financing needed in the future, the uncertainties involved in interpreting drilling results and other geological, geophysical and engineering data, delays in obtaining geological results, the success of future explorations, acquisitions and other strategic transactions and other risks associated with offshore exploration, development and production. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements, which are not guarantees of future performance. Forward-looking statements speak only as of the date of such statements and, except as required by the FSA, the London Stock Exchange or applicable law, each of the Company, Canaccord Genuity and Merrill Lynch expressly disclaims any obligation or undertaking to review, revise or release publicly any updates to any forward-looking statements to reflect any changes in Rockhopper's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based, whether as a result of new information, future events or otherwise.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement has been issued by and is the sole responsibility of Rockhopper. 

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity or Merrill Lynch or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. 

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FSA, is acting for Rockhopper and for no-one else in connection with the Placing, and will not be responsible to anyone other than Rockhopper for providing the protections afforded to customers of Canaccord Genuity nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.  

Merrill Lynch, which is authorised and regulated in the United Kingdom by the FSA, is acting for Rockhopper and for no-one else in connection with the Placing, and will not be responsible to anyone other than Rockhopper for providing the protections afforded to customers of Merrill Lynch nor for providing advice to any other person in relation to the Placing or any other matter referred to herein. 

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Rockhopper, Canaccord Genuity or Merrill Lynch that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Rockhopper, Canaccord Genuity and Merrill Lynch to inform themselves about, and to observe such restrictions. 

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. 

This announcement is not for distribution directly or indirectly in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, South Africa or Japan or any jurisdiction into which the same would be unlawful. This announcement is not an offer of securities for sale in the United States.  Securities may not be offered or sold in the United States absent registration or an exemption from registration.  No offering of securities will be made in the United States by Rockhopper in connection with the Placing.

This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of Rockhopper in Canada, Australia, South Africa or Japan or any jurisdiction in which such an offer or solicitation is unlawful.  No public offering of securities of Rockhopper will be made in connection with the Placing in the United Kingdom or elsewhere. 

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, South Africa or Japan or any other jurisdiction outside the United Kingdom.  

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is unlawful.

This announcement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA").  This announcement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA.  It must not be delivered to, or relied on by, any other person.  The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers.  The DFSA has not approved this announcement nor taken steps to verify the information set forth herein and has no responsibility for this announcement.  The Placing Shares to which this announcement relates may be illiquid and/or subject to restrictions on their resale.  Prospective purchasers of the Placing Shares offered should conduct their own due diligence on the Placing Shares.  If you do not understand the contents of this announcement you should consult an authorised financial adviser.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.  

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. Neither the content of Rockhopper's website nor any website accessible by hyperlinks on Rockhopper's website is incorporated in, or forms part of, this announcement. 

 

END

 

 

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