Placing and Notice of EGM

Borders & Southern Petroleum plc 15 August 2007 For release 07.00, 15 August 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA OR THE REPUBLIC OF IRELAND Borders & Southern Petroleum plc (the 'Company') Placing of 50,000,000 new Ordinary Shares at 30 pence to raise £15 million (the 'Placing') Notice of Extraordinary General Meeting ('EGM') Borders & Southern Petroleum plc (AIM: BOR) announces today that it has, subject to the terms and conditions of the Placing and the passing of resolutions by shareholders at the EGM, successfully raised £15 million before expenses through a placing of 50,000,000 Ordinary Shares (the 'Placing Shares') at 30 pence each. The Placing Shares have been conditionally placed with institutional investors by the Company's broker, Ocean Equities Limited, and Panmure Gordon & Co. The net proceeds from the Placing will be used by the Company to fund the acquisition of 3D seismic data over a number of prospects within its Falkland Islands Acreage. The 3D seismic data will be used to provide information on the potential reservoir distribution, enhance prospect delineation and to assist in the location of exploration wells. In addition the 3D seismic data will be used to investigate the numerous amplitude anomalies identified on the Company's 2D seismic data to authenticate the presence of direct hydrocarbon indicators and thereby reduce the exploration risk. The Company has received tenders from a number of seismic contractors for the provision of the proposed 3D seismic survey. It is anticipated that, subject to agreeing final terms, the 3D seismic survey will commence in the fourth quarter of this calendar year. In order to implement the Placing, the Company is today calling an Extraordinary General Meeting of its shareholders to be held at 11.00 a.m. on 10th September 2007 at the offices of Tavistock Communications at 131 Finsbury Pavement, London, EC2A 1NT to seek s80 authority and s89 authority to allot relevant securities on a non-pre-emptive basis in respect of an aggregate nominal amount of £500,000 to enable the Placing Shares to be issued. The Company is also seeking additional s80 authority and s89 authority to allot relevant securities on a non-pre-emptive basis in respect of an aggregate nominal amount of £200,000 to provide the Company with the flexibility to issue additional relevant securities should the Directors deem that it is in the best interest of the Company to do so. Copies of the circular, which has been sent today to the shareholders of the Company and sets out further information on the Placing and provides notice of the EGM, are available free of charge from the Company's registered office during normal business hours on any weekday (Saturdays and public holidays excepted) until 10th September 2007. Howard Obee, CEO of the Company, commented: 'I am delighted to announce that we have successfully raised the funds to enable the Company to undertake a 3D seismic programme on our Falkland Islands Acreage. The work that we have done to date, which has included the acquisition, processing and interpretation of 2,862 km of 2D seismic data, as well as commissioning and completing numerous technical studies, has revealed numerous structural leads. These comprise four-way dip anticlinal closures, three-way dip thrust fault closed structures, and tilted fault blocks. Many of these structures are large. Seven leads have a mapped area of closure of over 50 sq km, with one structure exceeding 130 sq km. Significantly these structures have the potential for stacked reservoirs, providing multiple targets within the same prospect. The Company believes that its prospects are worthy of exploration drilling. The acquisition of 3D seismic data takes us a step closer to this goal.' ENDS For further information please contact: Howard Obee, Borders & Southern Petroleum plc Tel: 020 7661 9348 Guy Wilkes, Ocean Equities Ltd Tel: 020 7786 4370 Katherine Roe, Panmure Gordon & Co Tel: 020 7459 3600 Christopher Caldwell, Insinger de Beaufort Tel: 020 7190 7022 Simon Hudson, Tavistock Communications Tel: 020 7920 3150 APPENDIX Terms and conditions of and important information on the Placing The Placing and the terms and conditions herein are directed exclusively at investment professionals (within Article 19 (5) of the Financial Service and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)) (such category of investors being referred to as 'Relevant Persons') and no other person should respond to this announcement. Accordingly, this announcement is exempt from the general restriction set out in Section 21 of FSMA on the communication of invitations or inducements to engage in investment activity and has not been approved by a person who is authorised under the FSMA. Members of the public are not entitled to take part in the Placing and this announcement is communicated to them for the purposes of information only in accordance with the AIM Rules. This announcement and the terms and conditions herein must not be relied on, acted on or responded to by persons who are not Relevant Persons. If you are in any doubt as to whether you are a Relevant Person you should consult a professional adviser for advice. This announcement and appendix do not constitute an offer to sell or issue or solicitation of an offer to buy or subscribe for new Ordinary Shares in any jurisdiction, and any acquisition or application for Ordinary Shares should only be made on the basis of information contained in this announcement. THE ORDINARY SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), OR ANY OTHER APPLICABLE LAW OF THE UNITED STATES. Certain statements in this announcement are forward-looking statements. Such statements speak only as at the date of this announcement, are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information contained in this announcement is subject to change without notice and neither the Company nor Ocean Equities nor Panmure Gordon & Co assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. The following definitions have been used in this announcement and appendix: 'Admission' admission of the Placing Shares to trading on AIM in accordance with the AIM Rules 'AIM' the AIM market of the London Stock Exchange 'AIM Rules' the AIM Rules for companies as published by the London Stock Exchange from time to time 'Board' or the directors of Borders & Southern Petroleum 'Directors' 'Borders & Southern Borders & Southern Petroleum plc, whose Petroleum' or the registered office is at 3 Copthall Avenue, London 'Company' EC2R 7BH 'CREST' the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which Euroclear UK & Ireland Limited is the operator 'EGM' an Extraordinary General Meeting of the Company which will be held on 10th September 2007 to consider resolutions necessary to give effect to the Placing 'Existing Ordinary the 127,687,500 Ordinary Shares in issue as at Shares' the date of this announcement 'FSMA' Financial Services and Markets Act 2000 (as amended) 'Investment Company U.S. Investment Company Act of 1940, as amended. Act' 'London Stock London Stock Exchange plc Exchange' 'Insinger de Insinger de Beaufort whose registered office is Beaufort' at 131 Finsbury Pavement, London EC2A 1NT, the Nominated Adviser to the Company 'Ocean Equities' Ocean Equities Limited whose registered office is at 3 Copthall Avenue, London EC2R 7BH, the broker to the Company and the joint placing agent to the Placing 'Ordinary Shares' ordinary shares of 1p each in the capital of the Company 'Panmure Gordon & Panmure Gordon (Broking) Limited (trading as Co' Panmure Gordon & Co) whose registered office is at Moorgate Hall, 155 Moorgate, London, EC2M 6XB, the joint placing agent to the Placing 'Placee' a person who subscribes for Placing Shares pursuant to the Placing on the terms and subject to the conditions contained herein 'Placing' the conditional placing by Ocean Equities and Panmure Gordon & Co, on behalf of the Company, of the Placing Shares at the Placing Price, pursuant to the terms and conditions of the Placing Agreement 'Placing Agreement' the conditional agreement dated 15 August 2007 between the Company, Ocean Equities and Panmure Gordon & Co relating to the Placing 'Placing Price' 30p per Ordinary Share 'Placing Shares' 50,000,000 new Ordinary Shares which are the subject of the Placing 'Shareholders' holder(s) of Existing Ordinary Shares 'Securities Act' The U.S. Securities Act of 1933, as amended. The Placing Ocean Equities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Placing. Panmure Gordon & Co, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Placing. Under the Placing, Ocean Equities and Panmure Gordon & Co, on behalf of the Company, have conditionally placed 50,000,000 new Ordinary Shares at the Placing Price to raise £15 million before expenses. The Placing is conditional on the resolutions being proposed at the EGM being passed by the holders of the Existing Ordinary Shares and Admission. It is expected that Admission will occur and that dealings will commence on 11th September 2007 at which time it is also expected that the Placing Shares will be enabled for settlement in CREST. Terms of the Placing Agreement Pursuant to the Placing Agreement, Ocean Equities and Panmure Gordon & Co have agreed to use their reasonable endeavours to place the Placing Shares with placees procured by them. The Placing is conditional upon, inter alia, the passing of the resolutions being proposed at the EGM, Admission and on the Placing Agreement having become unconditional and not having been terminated in accordance with its terms prior to Admission. If the conditions of the Placing Agreement are not fulfilled or waived on or before 8.00 am on 11th September 2007 (or such later time and date as the Company, Ocean Equities and Panmure Gordon & Co may agree, being no later than 8.00 am on 18th September 2007) the Placing will not become unconditional and the placing monies will be returned to the placees, without interest, as soon as practicable thereafter. In consideration of their services in connection with the Placing, the Company will pay to Ocean Equities and Panmure Gordon & Co a commission of a certain percentage of the aggregate value, at the Placing Price, of the Placing Shares. The Placing Agreement contains warranties given by the Company with respect to the Company, its business and certain matters connected with the Placing. Ocean Equities and Panmure Gordon & Co are entitled to terminate the Placing Agreement in certain circumstances prior to Admission, principally in the event that any of the warranties contained therein are, or become, materially untrue, inaccurate or misleading or if a force majeure type event arises. In addition, the Company has given a customary indemnity to Ocean Equities and Panmure Gordon & Co in respect of, amongst other things, the performance by Ocean Equities and Panmure Gordon & Co of their services in connection with the Placing. The exercise by Ocean Equities or Panmure Gordon & Co of any right of termination under the Placing Agreement shall be within the absolute discretion of Ocean Equities or Panmure Gordon & Co, and Ocean Equities and Panmure Gordon & Co shall have no liability to any Placee, or any other person for whom any Placee is subscribing Placing Shares in respect of any decision which they make as to whether or not to exercise any right of termination or any of its other rights under the Placing Agreement. THE FOLLOWING INFORMATION IS DIRECTED AT PLACEES PROCURED BY PANMURE GORDON & CO These terms and conditions apply to persons making an offer to subscribe for Placing Shares under the Placing. Each person to whom these conditions apply, as described above, who confirms his agreement to Panmure Gordon & Co (on behalf of itself and the Company) to subscribe for Placing Shares (which may include Panmure Gordon & Co and/or its nominee(s)) hereby irrevocably agrees with each of Panmure Gordon & Co and the Company to be bound by these terms and conditions as being the terms and conditions on which the Placing Shares will be issued under the Placing. A Placee shall, without limitation, become so bound if and when Panmure Gordon & Co confirms to it (i) the Placing Price and (ii) its allocation (the 'Confirmation') and Panmure Gordon & Co so notifies the Company's registrar on behalf of the Company. Conditional on (i) Admission occurring on 11th September 2007 or such later date as the Company, Ocean Equities and Panmure Gordon & Co may agree (not being later than 18th September 2007 ('Long Stop Date'), and (ii) the Confirmation having been made to it, each Placee agrees to subscribe for the number of Placing Shares allocated to it, at the Placing Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights a Placee may have. A conditional contract note will be dispatched as soon as possible following the Confirmation. Each Placee undertakes to pay the Placing Price for the Placing Shares issued to such Placee in such manner as shall be directed by Panmure Gordon & Co. Liability for stamp duty and stamp duty reserve tax is described below. In the event of failure by any Placee to pay as so directed, the relevant Placee shall be deemed hereby to have appointed Panmure Gordon & Co or any nominee of Panmure Gordon & Co to place (in one or more transactions) or to subscribe itself for any or all of the Placing Shares in respect of which payment shall not have been made as directed by Panmure Gordon & Co. This announcement is the sole responsibility of the Company. Panmure Gordon & Co is acting as joint placing agent to the Placing, and is acting for the Company and no other person in relation to the Placing. Panmure Gordon & Co will not be responsible to any person other than the Company for providing the protections afforded to the customers of Panmure Gordon & Co nor for advising any person other than the Company on the transactions and arrangements referred to in this document. By participating in the Placing, each Placee irrevocably represents, warrants and undertakes to Panmure Gordon & Co (for itself and as agent of the Company) that: 1 its Placing Participation on the terms set out in this letter is irrevocable and is not capable of termination or rescission by the Placee in any circumstances. 2 it has not relied on any information given (other than the information set out in the Announcement) or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company or Ocean Equities or Panmure Gordon & Co or by any subsidiary, holding company, branch or associate of the Company or Ocean Equities or Panmure Gordon & Co, or any of their respective officers, directors, agents, employees or advisers, or any other person in connection with the Placing, or relating to the Company and its subsidiary or the Placing Shares and that in making its application under the Placing it will be relying solely on information concerning the Company which is publicly available in the UK and will not be relying on any statements or agreements by the Company or Ocean Equities or Panmure Gordon & Co or any director, employee or agent of the Company or Ocean Equities or Panmure Gordon & Co other than as expressly set out in this letter. 3 it warrants, represents and agrees that it is a person falling within one or more of the categories of persons set out in Article 19 (Investment Professionals), Article 49 (High net worth companies, unincorporated associations etc)of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Financial Promotion Order') or is otherwise lawfully entitled to receive the same notwithstanding that the contents of no document in connection with the Placing shall have been # approved for the purposes of section 21 of the FSMA. 4 it agrees that the exercise by Ocean Equities or Panmure Gordon & Co of any right of termination or any right of waiver exercisable by Ocean Equities or Panmure Gordon & Co contained in the Placing Agreement is within the absolute discretion of Ocean Equities or Panmure Gordon & Co and Ocean Equities or Panmure Gordon & Co will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights. 5 it acknowledges that Ocean Equities and Panmure Gordon & Co are acting in the provision of corporate finance services to the Company for their own account, within the meaning of the Conduct of Business Source Book of The Financial Services Authority ('COB Source Book'), by whom Ocean Equities and Panmure Gordon & Co are authorised to carry on regulated activities under the Financial Services and Markets Act 2000. 6 it acknowledges and agrees that Ocean Equities and Panmure Gordon & Co are not acting for any Placee, and that it does not expect Ocean Equities or Panmure Gordon & Co to have any duties or responsibilities towards any Placee for providing protections afforded to their customers or clients under the COB Source Book or advising any Placee with regard to the Placing, its Placing Participation and whether or not the Placing Shares are in any way a suitable investment for the Placee, and that it is not, and will not be, a customer or client of Ocean Equities or Panmure Gordon & Co as defined by the COB Source Book. Likewise, neither Panmure Gordon & Co nor Ocean Equities will treat any payment by any Placee pursuant to this Placing as client money governed by the COB Source Book. 7 it acknowledges that the terms and conditions of its Placing Participation will be governed by, and construed in accordance with, the laws of England and Wales, the exclusive jurisdiction of whose courts it agrees to submit as regards to any claim, dispute or matter arsing out of or related to the Placing. 8 unless the Placee is taking up its Placing Participation pursuant to an exemption from applicable securities laws: (i) it was outside the United Sates at the time its subscription was originated and it is not a resident of the United States, Canada, Japan, Republic of Ireland, Republic of South Africa or Australia (or any other territory in which it is unlawful to make an offer to subscribe for Placing Shares or to reply to this letter or to complete the Letter of Confirmation) and it is not a US person or a citizen of Canada, Japan, Republic of Ireland, Republic of South Africa or Australia; (ii) it has not offered, sold or delivered as principal or agent, directly or indirectly and will not offer, sell or deliver any of the Placing Shares in or into the United States, Canada, Japan, Republic of Ireland, Republic of South Africa or Australia or to or for the benefit of any persons in the United States, Canada, Japan, Australia, the Republic of Ireland or South Africa; (iii) neither it, its affiliates, nor any persons acting on its behalf, have engaged or will engage in any direct selling efforts with respect to the Placing Shares; (iv) it is not taking up the Placing Shares for re-offer or resale in or into the United States, Canada, Japan, Republic Ireland, Republic of South Africa or Australia and it will not offer, sell or deliver as principal or agent, directly or indirectly, any of the Placing Shares to any person purchasing such shares for re-offer or resale in or into the United States, Canada, Japan, Republic of Ireland, Republic of South Africa or Australia; and (v) it will not distribute any offering material, directly or indirectly, in or into the United States, Canada, Japan, the Republic of South Africa, the Republic of Ireland or Australia or to any persons resident in such countries. Terms and expressions used in this paragraph have the meanings given to them by regulations made under the Securities Act. It further represents and warrants that it will not procure the acquisition of any Placing Shares by or for the account of any person with an address in the United States, Canada, Republic of Ireland, Republic of South Africa, Japan or Australia, it will not offer any Placing Shares to any such person and it will not otherwise treat any Placing Shares in any manner that would contravene any applicable United States, Australian, Canadian, Irish Republic, Republic of South Africa, Japanese or other securities legislation. 9 it acknowledges that the Placing Shares have not been nor will be registered under the Securities Act or under the relevant securities laws of any state of the United States or the relevant securities laws of Canada, Japan, Australia, the Republic of Ireland or the Republic of South Africa. 10 it warrant, represent and agree that you are lawfully entitled to acquire the Placing Shares offered to you in this letter and have complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with your Placing Participation, complied with all requisite formalities have paid any issue, transfers, or other taxes due in connection with your acceptance in any territory and that you have not taken any action or omitted to take any action which will or may result in Ocean Equities, the Company, ICAP, Panmure Gordon & Co or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing or your Placing Participation. 11 it warrants, represents and agrees that in accepting its Placing Participation it is not applying for registration as, or as a nominee or agent for, a person who is or may be a person mentioned in sections 67 to 72 inclusive and sections 93 to 97 inclusive of the Finance Act 1986. 12 it confirms, warrants, represents and agrees that, to the extent applicable to it, it is aware of its obligations in connection with the Criminal Justice Act 1993 and Part VIII of the Financial Services and Markets Act 2000, it has identified its clients in accordance with the Money Laundering Regulations 2003 and it has complied fully with its obligations pursuant to those Regulations, the provisions of the Proceeds of Crime Act 2002, the Criminal Justice Act 1993 and section 118 of FSMA. 13 it acknowledges and agrees that all times and dates in this announcement may be subject to amendment and Panmure Gordon & Co shall notify the Placee of any such amendments. 14 it confirms that it will not deal or cause or permit any other person to deal in any Placing Shares unless and until Admission becomes effective. 15 it warrants, represents and agrees that it is acting as principal and for no other person and that its acceptance of the Placing Participation will not give any other person a contractual right to require the issue by the Company of any Placing Shares. 16 it confirms, warrants and agrees that it is liable for all and any stamp duty or stamp duty reserve tax and any related costs, fines, penalties and interest arising in respect of the delivery and settlement in respect of the Placing Shares comprised in its Placing Participation and if the Company is obliged by law to pay any such tax, it shall be entitled to recover it from the Placee. 17 it warrants, represents and agrees that it will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure and Transparency Rules. 18 it acknowledge that the Company, Panmure Gordon & Co, Ocean Equities, their respective members, directors, employees, agents and advisers will rely upon the truth and accuracy or the confirmations, acknowledgements, representations and warranties contained hereby. 19 it irrevocably appoints any director of Panmure Gordon & Co as its agent for the purpose of executing and delivery to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares comprised in its Placing Participation. 20 it warrants, represents and agrees it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make and do make the statements in this announcement) for investment purposes only. 21 it agrees that all notices, remittances and documents or title are sent to it as its agent at its own risk. 22 it agrees to be bound by the terms of the constitution of the Company in force immediately following Admission. 23 it acknowledges that there are risks associated with the purchase of the Placing Shares. Each Placee irrevocably appoints any director of Panmure Gordon & Co as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares offered to it. Settlement of the transactions in the Placing Shares following Admission will take place within the CREST system against Panmure Gordon & Co's CREST account 83801. Panmure Gordon & Co will endeavour to meet the demands of those Placees indicating that they wish to hold their Placing Shares in certificated form. The times and dates set out in this announcement are subject to amendment (apart from the Long Stop Date). Panmure Gordon & Co will notify the Placees of and any persons acting on their behalf of any changes. In the case of a joint agreement to subscribe for Placing Shares, references to a Placee in these terms and conditions are to each Placee who is a party to such agreement and each such Placee's liability is joint and several. These terms and conditions and all documents and agreements into which these terms and conditions are incorporated by reference or otherwise validly form a part will be governed by and construed in accordance with English law. For the exclusive benefit of Panmure Gordon & Co and the Company each Placee irrevocably submits to the non-exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against the Placee in another jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange
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