May 16, 2017 - 12:25 PM EDT
Print Email Article Font Down Font Up Charts


Wentworth Resources Limited : Accelerated bookbuild to raise approximately US$5.5 million

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, JERSEY, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF WENTWORTH RESOURCES LIMITED IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

16 May 2017

Wentworth Resources Limited

Accelerated bookbuild to raise approximately US$5.5 million

Wentworth Resources Limited ("Wentworth" or the "Company"), the Oslo Stock Exchange (OSE: WRL) and AIM (AIM: WRL) listed independent, East Africa focused oil and gas company, is pleased to announce its intention to conduct a private placement with institutional investors and certain existing shareholders (the "Private Placement") to raise gross proceeds of approximately US$5.5 million (GBP 4.2 million, NOK 46.3 million). The Private Placement is being conducted through an accelerated bookbuild process which will be launched immediately following this announcement.

Stifel and GMP FirstEnergy have been appointed as Joint Bookrunners in respect of the Private Placement.

Highlights

  • The Private Placement is expected to raise gross proceeds of approximately US$5.5 million (GBP 4.2 million, 46.3 NOK million) through the issue of up to 16,953,496 new Common Shares of no par value (the "Placement Shares") at a price of 25 pence (0.32 US$, 2.73 NOK) per Placement Share (the "Placing Price"). The Placement Shares represent up to 9.99% of the Company's issued share capital. The Placing Price represents a discount of approximately 7.7 per cent. to the VWAP of the existing Common Shares on AIM of 27.1 pence on 16 May 2017 and of approximately 13.0 per cent. to the VWAP of the existing Common Shares on the Oslo Stock Exchange of 3.1 NOK on 16 May 2017 (being the latest practicable trading period prior to the date of this announcement).
     
  • The net proceeds will be used in order to advance the Tembo appraisal program in Mozambique, as detailed in the Operational Update provided by the Company on 10 April 2017 as well as provide general working capital. 
     
  • The Private Placement represents a quick and efficient method of raising funds necessary to provide the Company with required funding for the upcoming Mozambique appraisal programme and working capital which, based on the Company's current cost estimates, and taking into account the existing cash resources of the Company of US$500,000 as at 28 April 2017, will be sufficient to meet the Company's obligations up to the point where there is a potential step-up in gas demand in Tanzania in 2018.
     
  • The final number of Placement Shares to be placed will be agreed by the Company and the Joint Bookrunners at the close of the bookbuild process, and the results of the Private Placement will be announced as soon as practicable thereafter. The timing for the close of the bookbuild process will be at the absolute discretion of the Joint Bookrunners.
     
  • The Company has considered various transaction structures in order to secure the required capital. Having regard to the amount proposed to be raised and the increased time and transaction costs associated with a wider offer to shareholders, as well as the need to attract new investors in order to secure the funding, the Directors consider the Private Placement to be in the best interest of the Company so as to secure the proposed funding in the most cost effective and timely manner.
     
  • The Company has set in place a process to ensure that shareholders being approached to participate in the Private Placement are approached based on the objective criteria of size of shareholding in order to make sure all larger holders to the extent practically possible are given the opportunity to participate.  
     
  • Furthermore, the Private Placement is a limited size placing and the Placing Price represents a limited discount to the market price of the Company's shares trading on AIM and on the OSE and as such existing shareholders will suffer a modest dilution to their holdings. Existing shareholders who do not participate in the Private Placement should be able to access the public markets given the liquidity in those markets should they wish to maintain their ownership percentage. The Company does not anticipate any change to the relative balance of influence among the Company's shareholders as a result of the Private Placement.
     
  • Based on the above, it is considered necessary and in the common interest of the Company and its shareholders to raise equity through the Private Placement. At this time, the Company does not consider it to be in the best interests of the Company and its shareholders to conduct a subsequent repair offering, due to the size of the Private Placement, the expected ability to acquire shares in the public market after the Private Placement and the costs involved with a repair offering.

             

About Wentworth Resources

Wentworth Resources is a publicly traded (OSE:WRL, AIM:WRL), independent oil & gas company with: natural gas production; exploration and appraisal opportunities; and large-scale gas monetisation initiatives, all in the Rovuma Delta Basin of coastal southern Tanzania and northern Mozambique.

An updated Corporate Presentation will shortly be uploaded to the Company's website at http://www.wentworthresources.com/presentations.php

Enquiries:     
Wentworth  Geoffrey Bury,
Managing Director
[email protected]
+1 403 993 4450
     
  Lance Mierendorf,
Chief Financial Officer
 
[email protected]
+1 403 680 8773
  Katherine Roe
Vice President Corporate Development and Investor Relations 

[email protected]
+44 7841 087 230
Crux Advisers Investor Relations Adviser 
(Norway)
+47 909 808 48
  Carl Bachke  
     
Stifel Nicolaus Europe Limited AIM Nominated Adviser and Broker (UK) +44 (0) 20 7710 7600
  Callum Stewart  
  Ashton Clanfield
 
 
GMP FirstEnergy Broker (UK) +44 (0) 20 7448 0200
  Hugh Sanderson
David van Erp
 
 
FTI Consulting Investor Relations Adviser (UK) +44 (0) 20 3727 1000
  Edward Westropp
Kim Camilleri
 

The Market Abuse Regulation ("MAR") became effective from 3 July 2016. Market soundings, as defined in MAR, were taken in respect of the Private Placement with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

Cautionary note regarding forward-looking statements

This announcement may contain certain forward-looking information. The words "expect", "anticipate", believe", "estimate", "may", "will", "should", "intend", "forecast", "plan", and similar expressions are used to identify forward looking information.

The forward-looking statements contained in this announcement are based on management's beliefs, estimates and opinions on the date the statements are made in light of management's experience, current conditions and expected future development in the areas in which Wentworth is currently active and other factors management believes are appropriate in the circumstances. Wentworth undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless required by applicable law.

Readers are cautioned not to place undue reliance on forward-looking information. By their nature, forward-looking statements are subject to numerous assumptions, risks and uncertainties that contribute to the possibility that the predicted outcome will not occur, including some of which are beyond Wentworth's control. These assumptions and risks include, but are not limited to: the risks associated with the oil and gas industry in general such as operational risks in exploration, development and production, delays or changes in plans with respect to exploration or development projects or capital expenditures, the imprecision of resource and reserve estimates, assumptions regarding the timing and costs relating to production and development as well as the availability and price of labour and equipment, volatility of and assumptions regarding commodity prices and exchange rates, marketing and transportation risks, environmental risks, competition, the ability to access sufficient capital from internal and external sources and changes in applicable law. Additionally, there are economic, political, social and other risks inherent in carrying on business in Tanzania and Mozambique. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements. See Wentworth's Management's Discussion and Analysis for the year ended December 31, 2016, available on Wentworth's website, for further description of the risks and uncertainties associated with Wentworth's business.

Important Information

Neither the content of Wentworth's website nor any website accessible by hyperlinks on Wentworth's website is incorporated in, or forms part of, this announcement.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placement Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the Private Placement or otherwise.

The distribution of this announcement and the offering of the Placement Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Stifel Nicolaus Europe Limited or GMP FirstEnergy 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 the Company, Stifel Nicolaus Europe Limited and GMP FirstEnergy to inform themselves about, and to observe, such restrictions. In particular, this announcement should not be distributed, forwarded to, or transmitted in or into the United States, Canada, Japan, Australia or the Republic of South Africa.

Stifel Nicolaus Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and joint bookrunner to the Company in connection with the Private Placement.  Its 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 in respect of his decision to acquire shares in the Company in reliance on any part of this announcement.  Stifel Nicolaus Europe Limited is acting exclusively for the Company and for no one else in connection with the Private Placement.  Stifel Nicolaus Europe Limited will not regard any other person (whether or not a recipient of this announcement) as its customer in relation to the Private Placement and will not be responsible to any other person for providing the protections afforded to customers of Stifel Nicolaus Europe Limited or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this announcement.

GMP FirstEnergy is acting as joint bookrunner in connection with the Private Placement.  GMP FirstEnergy is authorised and regulated in the United Kingdom by the Financial Conduct Authority. GMP FirstEnergy is acting exclusively for the Company and for no one else in connection with the Private Placement. GMP FirstEnergy will not regard any other person (whether or not a recipient of this announcement) as a customer in relation to the Private Placement and will not be responsible to any other person for providing the protections afforded to the customers of GMP FirstEnergy or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this announcement.

Notice

Neither the Oslo Stock Exchange nor the AIM Market of the London Stock Exchange has reviewed this announcement and neither accepts responsibility for the adequacy or accuracy of this announcement.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

IMPORTANT NOTICES

This announcement is for information only and does not constitute or form part of an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction.

THIS ANNOUNCEMENT IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES.

The distribution of this announcement and the Private Placement of the Placement Shares as set out in this announcement in certain jurisdictions may be restricted by law.  No action has been taken 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 the Company to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities to the public in the United States, the United Kingdom or in any other jurisdiction. There will be no public offer of securities in the United States, United Kingdom or in any other jurisdiction. This communication is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) who are high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment activity in connection with the Private Placement will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

In member states of the European Economic Area, this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State).

This announcement includes statements that are, or may be deemed to be, "forward-looking statements", including within the meaning of Section 27A of the US Securities Act and Section 21E of the US Securities Exchange Act of 1934. These forward-looking statements are based on the Company's current expectations and projections about future events and can be identified by the use of a date in the future or forward-looking terminology, including, but not limited to, the terms "may", "believes", "estimates", "plans", "aims", "targets", "projects", "anticipates", "expects", "intends", "will", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations. They are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Any forward-looking statements in this announcement reflect the Company's view with respect to future events as at the date of this announcement and are subject to risks relating to future events and the Company's operations, results of operations, financial condition, growth, strategy, liquidity and the industry in which the Company operates. No assurances can be given that the forward-looking statements in this announcement will be realised. Neither the Company, Stifel nor GMP FirstEnergy undertake any obligation nor do they intend to revise or update any forward-looking statements in this announcement to reflect events or circumstances after the date of this announcement (except, in the case of the Company, to the extent required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange or by applicable law, the AIM Rules or the Disclosure Rules and Transparency Rules). None of the future projections, expectations, estimates or prospects in this announcement should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the announcement. As a result of these risks, uncertainties and assumptions, prospective investors should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. The Company undertakes no obligation to update the forward-looking statements in this announcement or any other forward-looking statements it may make. Forward-looking statements in this announcement are current only as of the date on which such statements are made.

This announcement has been issued by, and is the sole responsibility of, the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, Japan, Jersey or South Africa.  Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.  Persons needing advice should consult an independent financial adviser.

Neither Stifel nor GMP FirstEnergy nor any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings nor any of their respective directors, officers, employees or advisers nor any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.

Stifel, which is regulated by the FCA in the United Kingdom, is acting solely for the Company in relation to the Private Placement and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Stifel nor for providing advice in relation to the Private Placement or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Stifel by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Stifel does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placement Shares or the Private Placement and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Stifel accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

GMP FirstEnergy, which is regulated by the FCA in the United Kingdom, is acting solely for the Company in relation to the Private Placement and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of GMP FirstEnergy nor for providing advice in relation to the Private Placement or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon GMP FirstEnergy by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, GMP FirstEnergy does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placement Shares or the Private Placement and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. GMP FirstEnergy accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Any indication in this announcement of the price at which Placement Shares have been bought or sold in the past cannot be relied upon as a guide to future performance.  No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.  The price of Placement Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placement Shares.

The Placement Shares will not be admitted to trading on any stock exchange other than the London Stock Exchange and the Oslo Stock Exchange. Neither the Oslo Stock Exchange nor the AIM Market of the London Stock Exchange has reviewed this announcement and neither accepts responsibility for the adequacy or accuracy of this announcement.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.


APPENDIX: TERMS AND CONDITIONS

IMPORTANT INFORMATION REGARDING THE PLACEMENT FOR INVITED PLACEES ONLY

THIS APPENDIX CONTAINS IMPORTANT INFORMATION FOR PLACEES (AS DEFINED BELOW). MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACEMENT. THIS ANNOUNCEMENT AND THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY, AND THE TERMS SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS: (A) WHO IF IN THE UNITED KINGDOM, HAVE BEEN SELECTED BY THE RELEVANT BROKER AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19 (5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; (B) WHO, IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, ARE "QUALIFIED INVESTORS"  (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND THE COUNCIL OF 4 NOVEMBER 2003 (TOGETHER WITH ANY IMPLEMENTING DIRECTIVE MEASURE IN SUCH MEMBER STATES, THE "PROSPECTUS DIRECTIVE")); (C) WHO, IF IN THE UNITED STATES, ARE "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT; OR (D) ARE OTHERWISE PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").  ALL PLACEES WORLDWIDE MUST BE "ACCREDITED INVESTORS" WITHIN THE MEANING OF CANADIAN SECURITIES LAWS AND MUST COMPLETE AND EXECUTE AN ACCREDITED INVESTOR REPRESENTATION LETTER. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.

Terms of the Placement

If a person chooses to participate in the Placement by making or accepting an offer to acquire Placement Shares (each such person whose participation is accepted by the Relevant Broker in accordance with this appendix being hereinafter referred to as a "Placee" and together, as the "Placees") it will be deemed to represent and warrant that it has read and understood this announcement and this appendix in its entirety and to be making or accepting such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, agreements and undertakings, contained in this appendix.

The Placement Shares referred to in this announcement have not been, and will not be, registered under the US Securities Act or under the securities legislation of any state of the United States. Furthermore, the Placement Shares have not been recommended by any US federal or state securities commission or regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placement or confirmed the accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.  This appendix is not an offer of securities for sale in the United States, and the Placement Shares may not be offered or sold in the United States absent the registration of the Placement Shares under the US Securities Act, or an exemption therefrom, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of the Placement Shares in the United States.

The Placement Shares will not be lodged with or registered by the Australian Securities and Investments Commission and are not being offered for subscription or sale and may not be directly or indirectly offered, sold, taken up, transferred or delivered in or into Australia or to or for the account or benefit of any person or corporation in (or with a registered address in) Australia. The relevant clearances have not been, and will not be obtained from the Ministry of Finance of Japan and no circular in relation to the Placement Shares has been or will be lodged with or registered by the Ministry of Finance of Japan. The Placement Shares may not therefore be offered, taken up, transferred or sold, directly or indirectly, in or into Japan, its territories and possessions and any areas subject to its jurisdiction or to any resident of Japan.

This announcement and appendix do not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placement Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. The distribution of this announcement and the Placement and issue of the Placement Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company or the Brokers that would permit an offering of such securities or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purposes is required. Persons to whose attention this announcement has been drawn are required by the Company and the Brokers to inform themselves about and to observe any such restrictions.

The price of securities and the income from them may go down as well as up and investors may not get back the full amount on disposal of the securities.

Any indication in this announcement of the price at which Common Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The Placement Shares will not be admitted to trading on any stock exchange other than the AIM Market of the London Stock Exchange and the Oslo Børs.  

Persons (including, without limitation, nominees and trustee) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

Each Placee should consult with its own advisers as to legal, tax, business and related aspects of a purchase of Placement Shares.

1. The Brokers will arrange the Placement as agents for and on behalf of the Company. Participation will only be available to persons invited to participate by the Brokers. The Brokers will, following consultation with the Company, determine in their absolute discretion the extent of each Placee's participation in the Placement, which will not necessarily be the same for each Placee.
2. The price payable per new Common Share shall be the Placing Price.
3. A Placee's commitment to subscribe for a fixed number of Placement Shares will be agreed with and confirmed to it orally by the Relevant Broker and a contract note (a "Contract Note") will be despatched as soon as possible thereafter or a subscription letter will be despatched to the relevant Placee. The oral confirmation to the Placee by the Relevant Broker constitutes an irrevocable, legally binding contractual commitment to the Relevant Broker (as agent for the Company) to subscribe for the number of Placement Shares allocated to it on the terms set out in this appendix.
4. Commissions will not be paid to Placees in connection with the Placement.
5. The Brokers have the right, inter alia, to terminate the agreement entered into between the Brokers and the Company in connection with the Placement (the "Placing Agreement") at any time prior to Admission if, inter alia, (i) there has been any material breach of the warranties, undertakings or other obligations on the part of the Company contained in the Placing Agreement; or (ii) there occurs an event of force majeure. If the Placing Agreement is terminated prior to Admission, the Placement will lapse and the rights and obligations of the Placees hereunder shall cease and determine at such time and no claim can be made by any Placee in respect thereof. In such event, all monies (if any) paid by the Placees to the Relevant Broker at such time shall be returned to the Placees at their sole risk without any obligation on the part of the Company or the Relevant Broker or any of their respective affiliates to account to the Placees for any interest earned on such funds. The Placees acknowledge and agree that the Company and the Brokers may, at their sole discretion, exercise their contractual rights to waive or to extend the time and/or date for fulfilment of any of the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments.
6. The Brokers are acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of the Brokers or for providing advice in relation to the matters described in this announcement. The Brokers shall not have any liability to any Placee nor shall they owe any Placee fiduciary duties in respect of any claim they may have under the Placing Agreement (or to any other person whether acting on behalf of a Placee or otherwise) in respect of the exercise of their contractual rights to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of termination of the Placing Agreement or in respect of the Placement generally.
7. Each Placee acknowledges to, and agrees with, the Brokers for themselves and as agents for the Company, that except in relation to the information in this announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placement.
8. Settlement of transactions in the Placement Shares following Admission will take place within CREST, subject to certain exceptions. The Brokers reserve the right to require settlement for and delivery of the Placement Shares to the Placees in such other means that it deems necessary if delivery or settlement is not possible within CREST within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the jurisdictions of such Placees.
9. It is expected that settlement of the Placement will occur on 19 May 2017, on which date each Placee must settle the full amount owed by it in respect of the Placement Shares allocated to it. The Relevant Broker may (after consultation with the Company) specify a later settlement date (or dates) at its absolute discretion. Payment must be made in cleared funds. The payment instructions for settlement in CREST and settlement outside of CREST will be notified to each Placee by the Relevant Broker. The trade date of the Placement Shares is 17 May 2017. Interest is chargeable daily on payments to the extent that value is received after the due date at the rate per annum of 2 percentage points above the Barclays Bank plc base rate. If a Placee does not comply with these obligations, the Relevant Broker may sell the Placement Shares allocated to such Placee (as agent for such Placee) and retain from the proceeds, for its own account, an amount equal to the Placing Price plus any interest due. The relevant Placee will, however, remain liable, inter alia, for any shortfall below the Placing Price and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placement Shares on its behalf. Time shall be of the essence as regards the obligations of Placees to settle payment for the Placement Shares and to comply with their other obligations under this appendix.
10. If Placement Shares are to be delivered to a custodian or settlement agent of a Placee, the relevant Placee should ensure that its Contract Note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placement Shares are to be registered in the name of a Placee or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placement Shares will, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees should match the CREST details as soon as possible or if using a settlement agent they should instruct their agent to do so. Failure to do so could result in a CREST Settlement fine.

 

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.




This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Wentworth Resources Limited via Globenewswire


Source: Thomson Reuters ONE (May 16, 2017 - 12:25 PM EDT)

News by QuoteMedia
www.quotemedia.com

Legal Notice