For Immediate Release
14 June 2011
Not for release, publication or distribution directly or indirectly, in whole or in part, in or into or from the United States of America (including its territories and possessions, any state of the United States, and the District of Columbia), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
3Legs Resources plc
Admission to trading on AIM and commencement of unconditional dealings on AIM
Further to its announcement on 9 June 2011, 3Legs Resources plc (the "Company"), a company focussed on the exploration and development of unconventional oil and gas resources with a particular focus on shale gas in Europe, is pleased to announce that its entire ordinary share capital of 84,782,544 Ordinary Shares has today been admitted to trading on AIM ("AIM"), a market operated by the London Stock Exchange plc. Unconditional dealings in the Ordinary Shares commenced today at 8.00 a.m. under the ticker symbol 3LEG.
The Company also announces that the offer of Ordinary Shares as announced on 9 June 2011 (the "Offer") has become unconditional in all respects.
Further information about the Company is available on its website at www.3legsresources.com.
Jefferies International Limited is acting as Sole Global Co-ordinator, Sole Bookrunner and as Nominated Adviser to the Company.
For further information contact:
3Legs Resources plc Tel: +44 1624 811 611
Peter Clutterbuck, Chief Executive Officer
Alexander Fraser, Chief Financial Officer
Jefferies International Limited Tel: +44 207 029 8000
College Hill Tel: +44 207 457 2020
Notes to Editors
3Legs Resources was established in early 2007 to focus on the exploration and development of unconventional oil and gas resources, with a particular focus on shale gas in Europe.
As a first mover in Poland, 3Legs Resources has acquired six exploration and prospection licences covering approximately 1,084,000 acres (gross) in the onshore Baltic Basin, a region considered to be one of the most promising shale basins in Europe. The Company's primary targets in the Baltic Basin are Silurian and Ordovician organic-rich black shales.
In addition to these assets, the Company also holds onshore exploration licences over acreage near Krakow in southern Poland and in Baden-Württemberg in south-west Germany, with two further licences under application in France.
In August 2009, the Company entered into various agreements with ConocoPhillips. These agreements committed ConocoPhillips to provide financing for initial exploration activities in the Baltic Concessions. ConocoPhillips committed to fund 100 per cent of the costs of an exploration programme in the Baltic Concessions, consisting of 3D seismic surveys and up to three wells in return for an option to acquire a 70 per cent interest in the Baltic Concessions.
To date, 3 Legs and ConocoPhillips have completed three seismic surveys and drilled two vertical test wells. The fundraising will be used to pay for drilling commitments primarily in the Baltic Basin in Poland.
Capitalised terms used in this announcement have the meanings given to them in the Admission Document (which is available at www.3legsresources.com).
This announcement has not been approved by the London Stock Exchange plc or the Financial Services Authority. This announcement does not constitute or form part of any offer or invitation to sell, allot or issue, or any solicitation of or inducement to enter into any offer to purchase or subscribe for, any Offer Shares, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with any contract therefore. Recipients of the Admission Document or this announcement who intend to subscribe for or purchase Offer Shares in the Offer are reminded that any such subscription or purchase may only be made solely on the basis of the information relating to the Company contained in the Admission Document and any supplementary admission document, which may be different from the information contained in this announcement. No reliance may be placed for any purpose whatsoever on the completeness, accuracy or fairness of the information or opinions contained in this announcement.
No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company, Jefferies International Limited (the "Nominated Adviser") or Netherland, Sewell & Associates Inc. or any of their respective affiliates, any of their respective directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this announcement or the Admission Document and no responsibility or liability is accepted for any such information or opinions or for any errors or omissions.
Persons reading this announcement should note that the Nominated Adviser, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is advising the Company and no one else in relation to the Offer and Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of the Nominated Adviser nor for providing advice to any person other than the Company in relation to this announcement, the Offer and Admission. The Nominated Adviser's responsibilities as the Company's Nominated Adviser under the AIM Rules for Nominated Advisers will be owed solely to the London Stock Exchange plc and not to the Company, to any of its directors or any other person in respect of a decision to subscribe for, purchase or acquire Ordinary Shares in the Company in reliance on this announcement or the Admission Document. The Nominated Adviser has not authorised the contents of, or any part of, this announcement.
The Admission Document and the Offer are only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors") ("Prospectus Directive"). In addition, in the United Kingdom, the Admission Document is being distributed to and is directed at (i) Qualified Investors and persons who have professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Order"), or (ii) who fall within Article 49(2)(a)-(d) of the Order, or (iii) to whom it may otherwise be lawful to distribute it (all such persons together being referred to as"relevant persons"). The Admission Document and the Offer are directed only at relevant persons and must not be acted on or relied upon by persons who are not relevant persons.
This announcement does not contain, constitute or form part of an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein (the "Securities") have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the Securities will be made in the United States.
This announcement is for information purposes only and does not contain or constitute an offer of Securities to, and subject to certain exemptions, the Securities may not be offered or sold to, any person with a registered address in the United States, Australia, Canada, Japan or South Africa or who is resident in the United States, Australia, Canada, Japan or South Africa. None of the Securities has been or will be registered under the relevant laws of any state, province or territory of the United States, Australia, Canada, Japan or South Africa. Subject to certain limited exceptions, neither the Admission Document nor this announcement will be distributed in or into the United States, Australia, Canada, Japan or South Africa.
In connection with the Offer, Jefferies, acting as the Stabilisation Manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilisation Manager is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on AIM and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilisation Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares at above the Offer Price.
In connection with the Offer, the Stabilisation Manager may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, the Stabilisation Manager will enter into over-allotment arrangements pursuant to which the Stabilisation Manager may purchase or procure purchasers for additional Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the Offer (the "Over Allotment Shares") at the Offer Price. The Over-allotment Option will be exercisable in whole or in part, upon notice by the Stabilisation Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings in the Ordinary Shares on AIM. Any Over Allotment Shares will be purchased on the same terms and conditions as the Ordinary Shares being issued or sold in the Offer and will form a single class for all purposes with the other Ordinary Shares.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed 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 jurisdiction.