Result of EGM

RNS Number : 8782Q

San Leon Energy PLC

18 October 2013

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, JAPAN, CANADA, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER STATE OR JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

San Leon Energy Plc

("San Leon Energy" or the "Company")

Results of Extraordinary General Meeting

18 October 2013

Following the Company's announcement on 25 September 2013 in relation to the proposed Second Placing of 542,631,579 new Ordinary Shares in the issued  share capital of the Company raising gross proceeds of approximately £25,775,000, the board of San Leon  Energy  is  pleased to announce that all resolutions required to effect the Second Placing (as set out in the  EGM notice appended to the Company's circular to its shareholders issued on 25 September 2013 (the  "Circular")) were  duly passed at today's EGM.

Application has been made to the London Stock Exchange for the Second Placing Shares to be admitted to trading on AIM. It is expected that Second Admission will become effective, and dealings in the Second Placing Shares will commence on AIM, at 8.00 a.m. on 21 October 2013.

ENQUIRIES

San Leon Energy plc
	Oisin Fanning, Executive Chairman	[phone]
Fox-Davies Capital Limited	Joint Bookrunner	[phone]
	Daniel Fox-Davies
	Oliver Stansfield
	Jonathan Evans
Macquarie Capital (Europe) Limited	Joint Bookrunner	[phone]
	John Dwyer
	Nicholas Harland
FirstEnergy Capital LLP	Joint Bookrunner	[phone]
	Hugh R. Sanderson
	Jonathan Wright
	David van Erp
Westhouse Securities Ltd	Nominated Adviser	[phone]
	Richard Johnson
	Antonio Bossi
College Hill	Investment Relations Adviser	[phone]
	David Simonson
	Alexandra Roper
Vigo Communications	Investment Relations Adviser	+ 44 (0) 20 7016 9573
	Patrick d'Ancona
	Chris McMahon

DISCLAIMER

Fox-Davies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any matters referred to in this announcement.

Macquarie Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any matters referred to in this announcement.

FirstEnergy, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of FirstEnergy or for providing advice in relation to the Placing or any matters referred to in this announcement.

Westhouse Securities Ltd ("Westhouse Securities"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is the Company's nominated adviser.  Westhouse Securities' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person. Westhouse Securities is acting exclusively for the Company and no one else in connection with the Placing, First Admission and Second Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing, First Admission and Second Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Westhouse Securities or for providing advice in relation to the Placing, First Admission, Second Admission or any matters referred to in this announcement.

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, Westhouse Securities, Macquarie Capital, Fox-Davies or FirstEnergy 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.

This announcement has been prepared and issued by the Company and is the sole responsibility of the Company. 

This announcement does not constitute an offer of securities for sale in the United States or any other jurisdiction. The Placing Shares have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction the United States.  There will be no public offer of the Placing Shares in the United States. The Placing Shares are being offered and sold: (i) outside the United States in offshore transactions as such terms are defined in, and in reliance on, Regulation S under the US Securities Act; and (ii) inside the United States only to "qualified institutional buyers" as defined in Rule 144A under the Securities Act who have delivered a duly executed investor letter, pursuant to an exemption from registration under the Securities Act.  In addition, until forty days after the commencement of the Placing, an offer, sale or transfer of Placing Shares within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this announcement.  Any representation to the contrary is a criminal offence in the United States.

This announcement is not being and may not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into the United States and persons receiving this announcement (including brokers, custodians, trustees and other nominees) must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send this announcement in or into the United States.

The Placing Shares have not been and will not be registered or qualified for distribution to the public under the securities legislation of any province or territory of Australia, Canada, Japan or South Africa or in any country, territory or jurisdiction where to do so may contravene local securities laws or regulations.  Accordingly, the Placing Shares may not, subject to certain exemptions be offered or sold directly or indirectly in or into, or to any national, citizen, or resident of Australia, Canada, Japan or South Africa.  The distribution of this announcement in or into other jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes, should inform themselves about and observe any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.  This announcement is being sent into Australia, Canada, Japan and South Africa only to Shareholders for information in connection with the Extraordinary General Meeting and does not constitute an offer to sell, or a solicitation of an offer to buy, Placing Shares to or from any Shareholder in Australia, Canada, Japan or South Africa.

This announcement contains (or may contain) certain forward-looking statements, beliefs or opinions with respect to the Company and certain of its current plans, goals and expectations relating to its business, financial condition, results of operations and performance. These forward-looking statements involve a number of risks and uncertainties.  The Company cautions readers that forward-looking statements are not a guarantee of future performance and that actual results could differ materially from those contained in such forward-looking statements.

Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "proposes to", "goal", "believe" or other words of similar meaning.  Examples of forward-looking statements include statements regarding or which make assumptions in respect of the working capital which will be needed by the Group to fund its operations over the next twelve months.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of oil or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices as regards the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future exploration, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control.  As a result, the Company's actual future results may differ materially from the plans, goals and expectations set forth in the Company's forward-looking statements.

Any forward-looking statements made in this announcement by or on behalf of the Company speak only as at the date they are made.  Except as required by the Financial Conduct Authority, the London Stock Exchange or applicable law, the Company 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 the Company's expectations with regard thereto or any changes in events, conditions or circumstances upon which any such statement is based.

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings per share for the current or future financial years would necessarily match or exceed the historical published earnings per share. Prices and values of, and incomes from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AS AMENDED AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE)  (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLES 19(1) AND 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

 

END

 

 

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