Providence Resources plc : Placing of 13,148,93...

Providence Resources plc : Placing of 13,148,930 New Ordinary Shares to Raise £63.1Million (US $100.0Million)

Not for release, publication or distribution in or into the United States, Australia, Canada, the Republic of South Africa or Japan. This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of its securities in the United States.

April 2nd, 2012

PROVIDENCE RESOURCES P.l.c.

PLACING OF 13,148,930 NEW ORDINARY SHARES

TO RAISE £63.1 MILLION (US$100.0 MILLION)

The Directors of Providence Resources P.l.c. ("Providence" or the "Company"), the London (AIM) and Dublin (ESM) quoted oil and gas exploration and production company, are today pleased to announce that they have agreed the terms of a conditional placing for cash of up to 13,148,930 new ordinary shares of €0.10 each ("New Ordinary Shares") at 480p per share, raising gross proceeds of up to approximately £63.1 million (up to approximately US$100.0 million) before expenses (the "Placing"). Cenkos Securities plc is sole bookrunner for the transaction and Cenkos Securities plc and J&E Davy are acting as co-managers.

The Company has, over the past number of years, assembled a leading acreage position offshore Ireland  with licence authorizations over both existing oil and gas discoveries, as well as oil and gas exploration assets. Having advanced this portfolio to a stage where the majority of assets and prospects were ready to drill, and having secured a number of international co-venture partners, the Company took a strategic decision to embark on a multi-year, multi-well drilling campaign in six of the eight basins in which the Company has licence interests offshore Ireland. This drilling campaign commenced in late 2011 with the drilling in the first basin of the Barryroe oil discovery in the Celtic Sea Basin and activities are planned to continue through to the end of 2013. Simultaneously, the ongoing field re-development programme at Singleton (onshore UK) continues with the ongoing drilling of the X12 well, allowing the Company to access greater production rates and higher reserves from this licence.

The net proceeds of the Placing will be used in three ways -

  1. To fund the repayment of the balance of the Company's convertible bond which matures in July 2012. The net amount payable, following the application of all of the proceeds from the previously announced disposal of Aje, is estimated at US$40 million. 

  1. To fund the increased equity participation in the just completed Barryroe drilling programme, where the Company increased its equity participation from 50% to 80% in December 2011 as previously announced. The net amount payable by Providence is approximately US$30 million, which also includes some incremental costs over budget and also provides funds to undertake further technical studies, including full field development modelling of the Barryroe oil discovery. 

  1. The balance of the net proceeds from the Placing, together with existing cash resources and cash generated from the Singleton operations, will be used to fund the ongoing multi well drilling programme of oil and gas projects and prospects, offshore Ireland and onshore UK.  

Commenting on the announcement, Tony O'Reilly, Chief Executive of Providence said:

"We are very pleased to announce this Placing, which has been heavily oversubscribed and represents a 5% premium to the pre Placing closing price. This Placing not only further broadens our already strong institutional shareholder base, but also by way of enabling the redemption in full of the outstanding convertible bond, simplifies our balance sheet and capital structure and will, following redemption, release cash flow from servicing the bond interest obligations. The Placing also importantly contributes to the funding for completion of the balance of our multi-basin drilling programme."

"We would like to express our thanks to our shareholders for showing their support to this multi-basin drilling campaign, offshore Ireland and we are very pleased that the recent Barryroe well, which was the first well in this programme, came in well beyond our pre-drill expectations. As such, significant progress has already been made in this extensive programme and we very much look forward to adding to the already exciting results in the months and years ahead."

The Placing is conditional upon, inter alia, shareholder approval to facilitate allotment of the New Ordinary Shares at an Extraordinary General Meeting of the Company to be held on 27 April 2012 and admission of the New Ordinary Shares to trading on AIM and ESM. A circular will shortly be available to shareholders of the Company, incorporating a notice of the Extraordinary General Meeting. Application will also shortly be made for the admission of the New Ordinary Shares to trading on both AIM and ESM ("Admission") and, subject to the receipt of shareholder approval, it is expected that the Placing will be completed and Admission will occur and that dealings in the New Ordinary Shares will commence on AIM and ESM on 30 April 2012. The New Ordinary Shares will, on issue, rank pari passu in all respects with the existing Ordinary Shares currently traded on AIM and ESM. Following Admission, and assuming no further issue of Ordinary Shares, there will be 63,355,120 Ordinary Shares in issue.

Contacts:

Providence Resources Plc  
Tony O'Reilly, Chief Executive
Tel: +353 1 219 4074
Powerscourt  
Rory Godson/ Rob Greening
Tel: +44 207 250 1446
Murray Consultants  
Pauline McAlester/ Pauline Dooley
Tel: +353 1 498 0300
Cenkos Securities Plc
Adrian Hargrave/ Nick Wells
Tel: +44 207 397 8900
J&E Davy          
Eugenee Mulhern/ Stephen Barry
Tel: + 353 1 679 6363

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 shares, nor shall there be any sale of shares 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 Providence.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of Providence's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. Providence cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as 'aim', 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances a number of which factors are beyond Providence's control. As a result, Providence's actual future results may differ materially from the plans, goals, and expectations set forth in the forward-looking statements. Providence expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in Providence's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. 

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 Cenkos Securities plc ("Cenkos"), J&E Davy ("Davy"), 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.

Cenkos, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for the Company and no-one else in connection with the Placing and will not be responsible to anyone other than Providence for providing the protections afforded to customers of Davy or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

Davy, which is regulated in Ireland by the Central Bank, is acting exclusively for the Company and no-one else in connection with the Placing and will not be responsible to anyone other than Providence for providing the protections afforded to customers of Davy or 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 Providence, Cenkos or Davy 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 Providence, Cenkos or Davy to inform themselves about, and to observe such restrictions.

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 or Japan or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of Providence in the United States, Canada, Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this announcement have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. No public offering of securities of Providence is or will be made in connection with the Placing in Ireland, the United Kingdom, the United States or elsewhere.




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Source: Providence Resources plc via Thomson Reuters ONE

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