Afren plc announced its intention to place approximately 95 million new Ordinary Shares, representing approximately 35% of Afren's issued ordinary share capital immediately prior to the Placing, with both new and existing institutional investors (the "Placing Shares").
The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process to be carried out by Merrill Lynch International ("Merrill Lynch") who is acting as sole bookrunner in relation to the Placing. Jefferies International Limited ("Jefferies") is acting as a co-lead manager in relation to the Placing. The Placing is conditional upon, inter alia, shareholders voting to increase the authorised share capital and to approve the disapplication of pre-emption rights at the EGM scheduled for 14 April 2008. The timing of the closing of the books, pricing and allocations are at the discretion of Afren and Merrill Lynch. The number of Placing Shares and the price at which the Placing Shares are to be placed (the "Placing Price") will be agreed by Afren with Merrill Lynch at the close of the book-building process. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the book-building process.
The Placing Shares will be issued credited as fully paid and will rank pari passu with 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 Placing will be made on a non-preemptive basis. If all the Placing Shares are placed, it would represent an increase of approximately 35 per cent. of the current issued share capital of the Company, and the Placing Shares would represent approximately 26 per cent. of the enlarged issued share capital of the Company.
The Company will apply for admission of the Placing Shares to trading on the AIM market of the London Stock Exchange ("Admission"). It is expected that Admission will take place and that trading will commence on 15 April 2008.
The Placing is conditional upon, inter alia, Admission becoming effective and upon the passing of the Resolutions (without amendment) at the EGM scheduled for 14 April 2008. The Placing is also conditional on the placing agreement made between the Company, Merrill Lynch and Jefferies not being terminated. It is anticipated that the settlement date will be 15 April 2008.
The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing.
The Company recently entered into its sixth indigenous partnership in Nigeria, with Oriental Energy Resources ("Oriental"), for the development of the Ebok Field, offshore Nigeria. Afren has also negotiated a collaborative agreement with Oriental on other potential development assets in the region. In addition to financing the appraisal and initial development of the Ebok Field, the Company intends to use the proceeds of the Placing to provide management with the flexibility to execute its current strategy of continuing to build its reserves and production base in West Africa through a medium-term focus around the acquisition and exploitation of undeveloped "fallow" oil fields, in particular in Nigeria, commercialising stranded gas assets and carrying out a high impact exploration programme in four countries.
Afren is also pleased to confirm that it intends to apply for a primary listing of its ordinary shares on the Official List and to trading on the Main Market of the London Stock Exchange.
It is expected that the cancellation of trading in the Ordinary Shares on AIM will take place at the same time as the Ordinary Shares are admitted to the Official List and begin trading on the Main Market of the London Stock Exchange, which is expected to occur by the end of 2008, subject to the receipt of the necessary approvals from the UK Listing Authority and the London Stock Exchange.
Osman Shahenshah, Chief Executive of Afren, said: "2008 will be a transformational year in Afren's development as we continue to deliver materially accretive proved undeveloped assets through our differentiated strategy, production from the existing asset base and reserve growth from an aggressive exploration strategy. We consider a move to the Official List as a natural progression in our stage of development."
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