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3:30pm Results of Placing and Subscription

25 Oct 2017

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT AND THE APPENDIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF VICTORIA OIL AND GAS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

Victoria Oil & Gas Plc

("VOG" or "the Company")

 

Results of Placing and Subscription

 

Victoria Oil & Gas Plc (AIM: VOG), the integrated natural gas producing utility in Cameroon, is pleased to announce the successful completion of the proposed placing and subscription with new and existing shareholders. A total of 30,893,660 Placing Shares and 294,096 Subscription Shares have been conditionally placed at a price of 57 pence per New Ordinary Share (the "Issue Price"), raising gross proceeds of US$23.5 million (the "Placing"). The Placing Shares and Subscription Shares will represent approximately 22.0 per cent. of the Company's enlarged issued ordinary share capital, before any New Ordinary Shares issued under the Open Offer.

Shore Capital Stockbrokers Limited and FirstEnergy Capital LLP were Joint Bookrunners to the Placing. Strand Hanson Limited acted as Nominated & Financial Adviser.

The Directors have subscribed for the following Subscription Shares:

Subscriber

Role

Number of Subscription Shares subscribed for

Value at the Issue Price (£)

Kevin Foo

Executive Chairman

87,719

50,000

Ahmet Dik

Chief Executive Officer

199,361

113,636

Andrew Diamond

Finance Director

1,754

1,000

John Bryant

Non-Executive Director

1,754

1,000

Iain Patrick

Non-Executive Director

1,754

1,000

Roger Kennedy

Non-Executive Director

1,754

1,000

 

Details of the Placing and Notice of GM

The Placing Shares and Subscription Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the Placing Shares and Subscription Shares.

The Company will shortly be posting a circular to Shareholders convening a general meeting of the Company to be held on 13 November 2017 for the purpose of considering, inter alia, the necessary resolutions.

Admission to Trading

Application will be made, in due course, to the London Stock Exchange for the Placing Shares and Subscription Shares to be admitted to trading on AIM. Subject to Shareholder approval of the Resolutions at the General Meeting, it is expected that Admission will occur and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 14 November 2017, at which time it is also expected that the New Ordinary Shares will be enabled for settlement in CREST.

Share capital following the Placing and Subscription

Following admission of the Placing Shares and Subscription Shares, the Company's enlarged issued share capital will comprise 141,759,518 Ordinary Shares with voting rights in the Company. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change in the interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Save as otherwise defined, capitalised items used in this announcement have the meanings given to them in the announcement released by the Company this morning at 7.00 a.m.

Further Announcement

A further announcement will be made shortly, containing, inter alia, details on the following matters:

  • The Open Offer; and
  • The General Meeting

Ahmet Dik, Chief Executive Officer of Victoria Oil & Gas commented:

“The additional capital secured from institutional investors will enable VOG to accelerate growth into the high-demand power market in the Douala region. Utilising funds from equity investment, alongside reinvested cashflow and debt, VOG intends to significantly increase the reserves available for gas supply and reduce costs through the development of new fields, such as Matanda and Bomono. The completion of this process will allow the Company to take a significant step towards achieving our production expansion goal of 100mmscf/d by 2021."

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to VOG and its securities

Important Notice

MAR became effective from 3 July 2016.  Market soundings, as defined in MAR, were taken in respect of the Placing with the result that certain persons became aware of inside information, as permitted by MAR.  That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR.  Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

This Announcement does not constitute a prospectus for the purposes of the Prospectus Rules of the Financial Conduct Authority, nor does it comprise an admission document prepared in accordance with the AIM Rules. Accordingly, this Announcement has not been approved by or filed with the Financial Conduct Authority.

This Announcement must not be distributed to a US Person (as such term is defined in Rule 902 of Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”)) or within or into the United States, Canada, Japan, South Africa, New Zealand or Australia. The Ordinary Shares have not nor will be registered under the Securities Act, and may not be offered or sold or subscribed, directly or indirectly, within the United States, Canada, Japan, South Africa, New Zealand or Australia or to or by any US Person or any national, resident or citizen of Canada, Japan, the Republic of South Africa, New Zealand or Australia or any corporation, partnership or other entity created or organised under the laws thereof.

Strand Hanson Limited (“Strand Hanson”), which is regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company and is acting for no-one else in connection with the matters referred to in this Announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Strand Hanson nor for providing advice to any other person in relation to the matters referred to in this Announcement. Strand Hanson is not making any representation or warranty, express or implied, as to the contents of this Announcement, including the accuracy, verification or completeness of any information contained in this Announcement or for any other statement made or purported to be made by the Company, or on the Company’s behalf, or by them or on their behalf, and nothing in this Announcement shall be relied upon as a promise or representation in this respect, whether as to the past or future. The responsibilities of Strand Hanson as the Company’s nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder or any other person. Strand Hanson has not approved the contents of, or any part of, this Announcement and no liability whatsoever is accepted by Strand Hanson for the accuracy of any information or opinions contained in this Announcement or for the omission of any information from this Announcement, and accordingly Strand Hanson disclaims to the fullest extent permitted by law all and any liability whatsoever whether arising in tort, contract or otherwise which it might otherwise have to any person, other than the Company, in respect of this Announcement or any such statement.

FirstEnergy Capital LLP (“GMP FirstEnergy”) and Shore Capital Stockbrokers Limited (“Shore Capital”), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting as joint brokers exclusively for the Company and no one else in connection with the matters referred to in this Announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to their clients, for the contents of this Announcement or for providing any advice in relation to this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed by the FCA or the FSMA or the regulatory regime established thereunder, neither GMP FirstEnergy nor Shore Capital, or any person affiliated with them, accepts any responsibility whatsoever and neither makes any representation or warranty, express or implied, in respect of the contents of this Announcement including its accuracy or completeness or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company or any matter described in this Announcement and nothing in this Announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Neither GMP FirstEnergy nor Shore Capital has approved the contents of, or any part of, this Announcement and no liability whatsoever is accepted by GMP FirstEnergy or Shore Capital for the accuracy of any information or opinions contained in this Announcement or for the omission of any information from this Announcement and accordingly, GMP FirstEnergy and Shore Capital disclaim all liability to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have to any person, other than the Company, in respect of this Announcement or any such statement.

Past performance is not a guide to future performance.

 

Forward Looking Statements

This Announcement contains forward-looking statements. These statements relate to the Group’s future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as “potential”, “estimate”, “expect”, “may”, “will” or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements in this Announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this Announcement. No statement in this Announcement is intended to constitute a profit forecast or profit estimate for any period. Neither the Directors nor the Group undertake any obligation to update forward-looking statements or risk factors other than as required by the AIM Rules or by the rules of any other securities regulatory authority, whether as a result of new information, future events or otherwise.