THIS ANNOUNCEMENT (INCLUDING THE
APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM
THE UNITED STATES (OR TO ANY US PERSONS), AUSTRALIA, NEW ZEALAND,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION IN
WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE A PROSPECTUS OR
OFFERING MEMORANDUM NOR DOES IT CONSTITUTE AN ADMISSION DOCUMENT
PREPARED IN ACCORDANCE WITH THE AIM RULES OR EURONEXT GROWTH RULES
OR FORM PART OF ANY OFFER, RECOMMENDATION, INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES IN THE CAPITAL OF THE COMPANY
17 May 2019
Falcon Oil & Gas
Ltd.Results of Placing
Falcon Oil & Gas Ltd. ("Falcon" or the
"Company") (AIM: FOG, Euronext Growth: FAC, TSXV: FO.V), the
international oil and gas company engaged in the exploration and
development of unconventional oil and gas assets, is pleased to
confirm the results of the proposed Placing announced by the
Company on 17 May 2019.
The Company can confirm that the Bookbuild has
been completed and Falcon has, conditionally, raised gross proceeds
of c. £7 million (c.US$9 million) through the Placing, with Placees
agreeing to subscribe for a total of 50,543,242 Placing Shares at a
Placing Price of £0.14 per Placing Share.
The net proceeds of the Placing will primarily
be used to fund Falcon’s share of estimated capital expenditure in
respect of the drilling and hydraulic fracture stimulation of four
horizontal wells in the Beetaloo Sub-basin, Australia.
Application for Admission
The Placing is conditional on the admission of
the Placing Shares to trading on Euronext Growth and AIM.
Conditional approval to trading of the Placing Shares on the
TSX Venture Exchange Market was received by the Company on 16 May
2019. It is expected that settlement of the Placing Shares will
occur, Admission will become effective and that dealings in the
Placing Shares will commence on Euronext Growth and AIM at 8.00
a.m. on 22 May 2019. The Placing Shares will not trade on the TSX
Venture Exchange Market until the date that is four months and a
day after the day of issuance.
The Placing Shares will, when issued, be subject
to the articles of association of the Company and credited as full
paid and will rank pari passu in all respects with the existing
issued Common Shares, including the right to receive dividends and
other distributions declared, made or paid in respect of such
Common Shares after the date of issues of the Placing Shares. The
Company’s total issued share capital following Admission will be
981,847,425 Common Shares.
The information contained within this
announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014.Upon the publication of this Announcement this inside
information is now considered to be within the public domain.
Capitalised terms not defined in this
announcement shall have the meaning given to them in the
announcement made by the Company at 7.00 a.m. on 17 May 2019.
Phillip O’Quigley, Chief Executive
Officer of Falcon, said:
“Falcon is delighted with the proposed placing
to conditionally raise c.US$9 million. This placing will see the
Company being adequately funded through the next c.US$100m of
capital expenditure on the Beetaloo project. Preparations continue
for the re-commencement of drilling of Stage 2 in mid-2019, which
will include the drilling and hydraulic fracture stimulation of two
horizontal wells, and we look forward to updating the market in due
course.”
For further information on the Announcement,
please contact:
Falcon Oil & Gas
Ltd
+353 1 676 8702Phillip O’QuigleyAnne Flynn
Davy (Joint Bookrunner, Nominated Adviser and Euronext Growth
Advisor)
+353 1 679 6363John FrainRonan VealeBarry Murphy
RBC (Joint
Bookrunner)
+44 20 7653 4000Matthew CoakesMartin CopelandDuncan SmithJack
Wood
Cenkos (Joint
Bookrunner)
+44 (0)131 220 6939Joe NallyNeil McDonald
Derrick Lee
About Falcon Oil & Gas Ltd
Falcon is an international oil and gas company
engaged in the exploration and development of unconventional oil
and gas assets, with the current portfolio focused in Australia,
South Africa and Hungary. Falcon is incorporated in British
Columbia, Canada and headquartered in Dublin, Ireland with a
technical team based in Budapest, Hungary.
Falcon is listed on AIM, Euronext Growth and the
TSX Venture Exchange.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
IMPORTANT INFORMATION
Davy, who is authorised and regulated in Ireland
by the CBI, is acting as the Company's nominated adviser (pursuant
to the AIM Rules for Nominated Advisers), Euronext Growth adviser
(pursuant to the Euronext Growth Rules) and joint bookrunner to the
Company. Davy is acting exclusively to the Company in connection
with the Placing and no other person in connection with the
Placing. Davy will not regard any other person as its customer or
be responsible to any other person for providing the protections
afforded to customers of Davy nor for providing advice in relation
to the transactions and arrangements detailed in this Announcement
for which the Company and the Directors are solely responsible.
Davy has not authorised the contents of, or any part of, this
Announcement and, without limiting the statutory rights of any
recipient of this Announcement, no liability whatsoever is accepted
by Davy for the accuracy of any information or opinions contained
in this Announcement or for omissions of any material information
for which it is not responsible. The responsibilities of Davy
as the Company's (i) nominated adviser solely for the
purposes of the AIM Rules for Nominated Advisers; and (ii) Euronext
Growth adviser solely for the purpose of the Rules for Euronext
Growth Advisers, are owed solely to the London Stock Exchange and
Euronext Dublin respectively and are not owed to the Company or any
Director or to any other person in respect of his decision to
acquire Common Shares, or otherwise invest, in the Company in
reliance on any parts of this Announcement.
Cenkos, who is authorised and regulated in the
United Kingdom by the FCA, is acting as Joint Bookrunner to the
Company. Cenkos is acting exclusively for the Company in connection
with the Placing and no other person in connection with the
Placing. Cenkos will not regard any other person as its customer or
be responsible to any other person for providing the protections
afforded to customers of Cenkos nor for providing advice in
relation to the transactions and arrangements detailed in this
Announcement for which the Company and the Directors are solely
responsible. Cenkos has not authorised the contents of, or any part
of, this Announcement and, without limiting the statutory rights of
any person to whom this Announcement is issued, no liability
whatsoever is accepted by Cenkos for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information for which it is not
responsible.
RBC, who is authorised by the Prudential
Regulation Authority ("PRA") and regulated in the United Kingdom by
the FCA and the PRA, is acting as Joint Bookrunner to the Company.
RBC is acting exclusively for the Company in connection with the
Placing and no other person in connection with the Placing. RBC
will not regard any other person as its customer or be responsible
to any other person for providing the protections afforded to
customers of RBC nor for providing advice in relation to the
transactions and arrangements detailed in this Announcement for
which the Company and the Directors are solely responsible. RBC has
not authorised the contents of, or any part of, this Announcement
and, without limiting the statutory rights of any person to whom
this Announcement is issued, no liability whatsoever is accepted by
RBC for the accuracy of any information or opinions contained in
this Announcement or for the omission of any material information
for which it is not responsible.
This Announcement has been issued by, and is the
sole responsibility of, the Company. 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 any
Joint Bookrunner or by any of their respective affiliates, agents,
directors, officers or employees 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.
The distribution of the Announcement and the
offering of the Placing Shares in certain jurisdictions may be
restricted or prohibited by law or regulation. Persons distributing
the Announcement must satisfy themselves that it is lawful to do
so. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or any of the Joint
Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offering of
the Placing Shares or possession or distribution of the
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession the Announcement
comes are required by the Company and the Joint Bookrunners to
inform themselves about, and to observe, such restrictions.
Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended (‘‘MiFID
II’’); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the ‘‘MiFID II Product Governance
Requirements’’), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any ‘‘manufacturer’’
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the ‘‘Target
Market Assessment’’). Notwithstanding the Target Market Assessment,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing Shares. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Bookrunners
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking
its own Target Market Assessment in respect of the Placing Shares
and determining appropriate distribution channels.
The Announcement contains (or may contain)
certain forward-looking statements that are subject to risks and
uncertainties. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; and (ii) business and management strategies and
the expansion and growth of the Company’s operations. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect", "will", "may", "should",
"plan", "target", "aim" and words of similar meaning or similar
expressions or negatives therefor, reflect the Directors' beliefs
and expectations and involve a number of risks, uncertainties and
assumptions that could cause actual results and performance to
differ materially from any expected future results or performance
expressed or implied by any such forward-looking statement.
Many of these risks and uncertainties relate to factors that are
beyond the Company’s ability to control or estimate precisely, such
as (i) price fluctuations in crude oil and natural gas; (ii)
currency fluctuations; (iii) drilling and production results; (iv)
reserves estimates; (v) loss of market share and industry
competition; (vi) environmental and physical risks; (vii) risks
associated with the identification of suitable potential
acquisition properties and targets, and successful negotiation and
completion of such transactions; (viii) legislative, fiscal and
regulatory developments including regulatory measures addressing
climate change; (ix) economic and financial market conditions in
various countries and regions; (x) political risks, including the
risks of renegotiation of the terms of contracts with governmental
entities, delays or advancements in the approval of projects and
delays in the reimbursement of shared costs; (xi) drilling wells is
speculative, often involving significant costs that may be more
than estimated and may not result in discoveries and (xii) changes
in trading conditions. The Company cannot give any assurance
that such forward-looking statements will prove to have been
correct. Statements contained in the Announcement regarding
past trends or activities should not be taken as a representation
that such trends or activities will continue in the future. The
information contained in the Announcement is subject to change
without notice and, except as required by applicable law, neither
the Joint Bookrunners nor the Company assumes any responsibility or
obligation to update publicly or review any of the forward-looking
statements contained herein whether as a result of new information,
future events or otherwise. You should not place undue reliance on
forward-looking statements, which speak only as of the date of the
Announcement. Nothing contained herein shall be deemed to be a
forecast, projection or estimate of the future financial
performance of the Company or any other person following the
implementation of the Placing or otherwise.
The price of Common 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 Common Shares. Past
performance is no guide to future performance and persons who
require advice should consult an independent financial adviser.
This Announcement is not for release,
publication or distribution, in whole or in part, directly or
indirectly, in or into the United States, Australia, Japan or the
Republic of South Africa or any jurisdiction into which the
publication or distribution would be unlawful. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this document to a jurisdiction outside the
United Kingdom should seek appropriate advice before taking any
action.This Announcement is for information purposes only and does
not constitute, or form part of, a prospectus relating to the
Company nor does it constitute or form part of any invitation or an
offer to any person, or any public offer, to issue, sell, subscribe
for, purchase or otherwise acquire shares or the solicitation of an
offer to acquire, purchase or subscribe for any securities in the
United States, Australia, Canada, the Republic of South Africa or
Japan or any jurisdiction in which such offer or solicitation would
be unlawful or require preparation of any prospectus or other offer
documentation or would be unlawful prior to registration, exemption
from registration or qualification under the securities laws of any
such jurisdiction. No public offering of the Placing Shares is
being made in any such jurisdiction.
The securities referred to in this Announcement
have not been nor will be registered under the Securities Act, and
may not be offered, sold or transferred, directly or indirectly,
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. No public offering of the
securities referred to in this Announcement is being made in the
United States, United Kingdom or elsewhere.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
EXCHANGE RATES
Conversions from £ to US$ in this announcement have been
conducted at an exchange rate of 1.2742 being the relevant exchange
rate on 17 May 2019.
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