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7:00am Proposed Placing Subscription and Open Offer

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.

 

Proposed Placing and Subscription to raise between US$20 million to US$26 million

and Open Offer to raise up to US$3.0 million

 

Victoria Oil & Gas Plc, the integrated natural gas producing utility in Cameroon, has been made aware of very recent market speculation regarding the Company undertaking a potential fundraise and the Board confirms that VOG had been in advanced discussions, with a number of investors, regarding a possible placing in order to fund the Company’s operational development and working capital. That fundraising structure has now been converted from a traditional placing structure to the accelerated book build process detailed in this announcement.

The Company is seeking to raise between US$20 million to US$26 million by way of the Placing and Subscription through the issue of new Ordinary Shares at a minimum price of 57 pence. The Company is also proposing to raise up to US$3.0 million by way of the Open Offer which will be available to all Qualifying Shareholders on the Record Date. The Fundraising comprises the Placing and Subscription and the Open Offer. A circular will be published setting out the full details, terms and conditions and timetable of the Open Offer.

Highlights:

  • The Placing and Subscription are being conducted through an accelerated book build process which will open with immediate effect following this announcement
  • The Directors intend to participate in the Fundraise by way of the Subscription
  • Proceeds to be used to accelerate the Group's growth plans, as further detailed below
  • The minimum Issue Price represents a discount of approximately 12 per cent to the closing mid-market price of VOG’s existing ordinary shares of 64.75 pence on 24 October 2017
  • Further details of the Placing are set out in the appendix to this announcement

Having established a natural gas supply business in Douala, VOG believes that the net proceeds of the fundraising, together with additional capital intended to be sourced from local banks will allow the Company to accelerate growth in gas production to meet the opportunity that exists in the Cameroon power sector.

This will enable the Company to:

  • Target the c1,700MW power deficiency in Douala with gas to power solutions
  • Deliver 100mmscf/d by the end of 2021
  • Drill additional well La-109 at Logbaba Project
  • Increase Logbaba gas processing plant capacity to 70mmscf/d
  • Expedite, subject to Government approvals, development of Matanda and Bomono Projects
  • Extend pipeline reach around port city of Douala to Bomono, the Eastern Corridor and other specific customers.

Shore Capital Stockbrokers Limited ("Shore Capital") and FirstEnergy Capital LLP ("GMP FirstEnergy") have been appointed as joint bookrunners (together the "Joint Bookrunners") in respect of the Placing. Strand Hanson Limited is acting as nominated adviser to the Company.

The Placing is conditional upon the passing of Resolutions relating to the Placing and Subscription which are to be proposed at a General Meeting of the Company. A circular is expected to be posted by close of business on 26 October 2017 (the "Circular") notifying shareholders of a general meeting for the purpose of considering the relevant resolutions.

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 the Company and its securities.

Additional information on the Fundraising can be found in the full RNS attached in pdf form below. Attention is also drawn to the section headed 'Important Notice' and to the Appendix to this Announcement containing, inter alia, the terms and conditions of the Placing (representing important information for Placees only). The number of Placing Shares to be issued in connection with the Placing will be determined by GMP FirstEnergy and Shore Capital at the close of the Bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the book, pricing and allocations is at the absolute discretion of GMP FirstEnergy and Shore Capital. 

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171025 Placing RNS final clean.pdf864.79 KB