Proposed Equity Offering
Serica Energy plc
12 December 2007
For Immediate Release
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN, INTO, OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN OR
ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
This announcement is solely the responsibility of the Company and its directors.
Neither JPMorgan Cazenove Limited ('JPMorgan Cazenove'), nor Tristone Capital
Inc. ('Tristone'), nor any of their respective subsidiaries, directors,
employees or agents accept any liability whatsoever for the accuracy of any
information or opinions contained in this announcement or for the omission of
any material information, for which they are not responsible.
Serica Energy Plc announces proposed Equity Offering
Serica Energy plc ('Serica', or the 'Company') announces an offering of Ordinary
Shares of Serica ('the offering') which will be offered for sale by way of a
private placement in the United Kingdom and pursuant to a short form prospectus
in the Canadian provinces of British Columbia, Alberta, Saskatchewan, Manitoba
and Ontario. A receipt has been received by Serica for the preliminary short
form prospectus filed on December 10th 2007.
The offering consists of new Ordinary Shares by the Company. Pricing is expected
to take place on or about December 12, 2007. The Company's intended use of
proceeds from the offering of Ordinary shares is to support its exploration and
field appraisal drilling programmes in 2008/9 in South East Asia, the UK,
Norway, Spain and Ireland.
JPMorgan Cazenove is sole financial adviser, sole bookrunner, joint underwriter
and co-manager for the offering. Tristone is acting as joint underwriter and
co-manager for the offering. JPMorgan Cazenove and Tristone have agreed,
subject to the terms and conditions of a placing agreement between JPMorgan
Cazenove, Tristone and Serica (the 'Placing Agreement'), to use their reasonable
endeavours to procure subscribers for the Ordinary Shares.
Due to the intended size of the placing, shareholder approval will be sought to
disapply (under section 95 of the Companies Act 1985), statutory rights of
pre-emption. Accordingly, a circular is expected to be sent to the Company's
shareholders shortly to convene an extraordinary general meeting ('EGM') at
which a special resolution will be proposed to disapply these statutory
pre-emption rights and ordinary resolutions will be proposed to increase the
Company's authorised share capital and confer authority to allot the new
Ordinary Shares. Completion of the placing is also subject to certain customary
conditions, including regulatory approval from the relevant securities
regulators in Canada, and on the terms of the Placing Agreement becoming
unconditional in all respects.
Further information on Serica Energy plc
Serica Energy plc is an international oil and gas exploration and production
company with activities focussed on Western Europe and South East Asia and has
operations in the UK North Sea, Norway, Ireland, Spain, Indonesia and Vietnam.
Serica is a publicly-traded company and its Ordinary Shares are listed on the
AIM market of the London Stock Exchange and in Toronto, Canada on the TSX
Venture Exchange with the share symbol ''SQZ'' on both markets.
Enquiries
Serica Energy Plc
Paul Ellis, Chief Executive Officer +44 (0)20 7487 7300
Chris Hearne, Chief Financial Officer +44 (0)20 7487 7300
JPMorgan Cazenove Limited (NOMAD to the Company)
Steve Baldwin +44 (0)20 7588 2828
Tristone Capital Limited
Simon Ashby-Rudd +44 (0)20 7355 5871
Tristone Capital Inc.
Josh Woitas +1 (403) 539 8537
Pelham Public Relations
Alisdair Haythornthwaite +44 (0)20 7743 6676
General
Each of JPMorgan Cazenove and Tristone is acting exclusively for the Company as
joint underwriters and co-managers and no one else in relation to the offering
and will not be responsible to any other person (whether or not such person is
in receipt of this announcement) for providing the protections afforded to its
customers or for advising any other person in relation to the offering or any
transaction or arrangement referred to herein.
This announcement and the information contained herein is not for publication or
distribution to persons into or from the United States of America, Australia or
Japan or in any jurisdiction in which such publication or distribution is
unlawful.
In the United Kingdom, this announcement is directed only at (A) persons who (i)
have professional experience in matters relating to investments and who are
investment professionals (within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005) and (ii) are '
qualified investors' (within the meaning of section 86(7) of the Financial
Services and Markets Act 2000) or (B) to whom information in connection with the
promotion of the offering may otherwise be lawfully communicated (persons
falling within (A) and (B) being ('Relevant Persons'). This announcement, in so
far as it constitutes an invitation or inducement to participate in the proposed
offering or otherwise, must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity in so far as relating
to participation in the proposed offering is available only to Relevant Persons
and will be engaged in only with Relevant Persons.
The making of an offer (including the proposed offering) in certain
jurisdictions or to residents who are citizens of certain jurisdictions ('
Foreign Persons'), may be restricted by laws or regulations of the relevant
jurisdictions. Foreign Persons should inform themselves about and observe any
such applicable legal requirements in their respective jurisdiction.
This announcement does not constitute an offer to sell or issue, or constitute
the solicitation of an offer to acquire or buy, any ordinary shares to any
Foreign Persons to whom it is unlawful to make such offer or solicitation in
such jurisdiction.
The securities offered have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the 'Securities Act') or with
any securities regulatory authority of any State or other jurisdiction of the
United States and, accordingly, may not be offered or sold in the United States
unless registered under the Securities Act or pursuant to an exemption from such
registration. No regulatory authority has passed upon or endorsed the merits of
the offering of the securities or the accuracy or adequacy of this announcement.
Any representation to the contrary is a criminal offence in the United States.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE
This information is provided by RNS
The company news service from the London Stock Exchange
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