REG - Chariot Oil & Gas Ld - Results of Placing <Origin Href="QuoteRef">CHARC.L</Origin>

ChariotAnnouncement

06/09/2014 18:46

For best results when printing this announcement, please click on the link
below:

http://pdf.reuters.com/Regnews/regnews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20140722:nRSV0173Na


RNS Number : 0173N
Chariot Oil & Gas Ld
22 July 2014 
 
22 July 2014 
 
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY
JURISDICTION IN WHICH SUCH PUBLICATION RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL. 
 
Chariot Oil & Gas Limited 
 
("Chariot", the "Company" or the "Group") 
 
Results of Placing of Ordinary Shares and Notice of General Meeting 
 
Chariot Oil & Gas Limited (AIM: CHAR), the Atlantic margins focused oil and
gas exploration company, is pleased to announce that, following the launch of
a proposed placing yesterday 21 July 2014 (the "Placing"), it has successfully
placed 58,596,038 new Ordinary Shares (the "Placing Shares") at a price of 15
pence per share (the "Placing") to raise gross proceeds of US$15 million
(approximately £8.8 million) (the "Placing Proceeds"). 
 
The Placing Proceeds will be used to further the Company's 2014/15 portfolio
development activities, facilitate the acceleration and completion of its 3D
seismic work commitment in Brazil and add an additional new venture
opportunity in a current country of operation to increase option value and
sustain the growth potential of its portfolio. 
 
Larry Bottomley, CEO of Chariot commented: 
 
"We are pleased to have carried out this successful fundraising and I would
like to thank our current investors for their ongoing support and welcome our
new institutional investors who will become shareholders in Chariot as a
result of this Placing. The three farm-out transactions announced over the
past year along with the successful de-risking of the portfolio have put the
Company in a stronger position to secure support from the market. 
 
Through expanding into new regions, we have broadened our range of
opportunities for prospect generation and will continue to identify high
potential assets. We believe that we provide investors with exposure to
exciting exploration campaigns and using this additional working capital, we
will continue to focus on creating transformational value from the giant
potential we see within our portfolio." 
 
The Placing Price represents a discount of approximately 14.3 per cent. to the
closing middle market price of 17.5 pence per Ordinary Share on 21 July 2014,
being the last business day prior to the announcement of the Placing. The
Placing is conditional, inter alia, on the passing of the Resolutions at a
General Meeting (the "GM") to be held on 18 August 2014 and admission of the
Placing Shares to trading on the AIM market of the London Stock Exchange plc
("AIM") ("Admission"). 
 
The Placing has been conducted by finnCap Ltd ("finnCap") and GMP Securities
Europe LLP ("GMP"), acting as joint bookrunners and Ladenburg Thalmann & Co.
Inc. ("Ladenburg Thalmann"), acting as US Placing Agent. 
 
Analyst conference call and webcast 
 
A conference call for research analysts will be held at 16.15 (London, UK
time) today to discuss the Placing. 
 
A recording of this conference call will be available on Chariot's website as
soon as possible together with the Circular:  www.chariotoilandgas.com 
 
A conference call for private investors will be held at 11.00 (London, UK
time) tomorrow to discuss the Placing. Dial in details will be made available
on the Company's website:  
http://www.chariotoilandgas.com/investors/events-and-financial-calendar/ 
 
 For further information please contact:  Chariot Oil & Gas Limited Larry Bottomley, CEO  +44 (0)20 7318 0450  
 finnCap (Nominated Adviser and Joint Bookrunner)Matt Goode, Christopher Raggett          +44 (0)20 7220 0500  
 GMP Securities Europe (Joint Bookrunner)Rob Collins, Emily Morris                        +44 (0)20 7647 2835  
 Ladenburg Thalmann & Co. Inc. (US Placing Agents)Jim Hansen                              +1 713 353 8914      
 Jefferies International Limited (Joint Broker) Chris Zeal, Max Jones                     +44 (0)20 7029 8000  
 EMC2 AdvisoryNatalia Erikssen                                                            +44 (0)78 0944 0929  
 
 
Details of the Placing 
 
The Company has obtained firm commitments from investors to raise
approximately £8.8 million before expenses through the placing of 58,596,038
million new Ordinary Shares at 15 pence per share to the Placees. The
allotment of the Placing Shares is conditional, inter alia, on Resolutions 1
and 2 being passed at the GM and Admission taking place by 19 August 2014 or
such later date as the Company and its book-runners shall agree (being not
later than 8.00 am on 29 August 2014). Following Admission, the Placing Shares
will represent approximately 22.5 per cent. of the Company's then enlarged
issued ordinary share capital. The Placing Shares will be fully paid and will
rank pari passu in all respects with the Company's existing Ordinary Shares. 
 
The Placing Shares have been conditionally placed by finnCap, GMP and
Ladenburg Thalmann as agents of the Company, with certain existing, new
institutional and other investors pursuant to the Placing Agreement dated 21
July 2014. Under the terms of the Placing Agreement, finnCap, GMP and
Ladenburg Thalmann will receive commission from the Company conditional on
Admission and the Company will give customary warranties and undertakings to
finnCap, GMP and Ladenburg Thalmann in relation, inter alia, to its business
and the performance of its duties. In addition, the Company has agreed to
indemnify finnCap, GMP and Ladenburg Thalmann in relation to certain
liabilities that they may incur in undertaking the Placing. finnCap, GMP and
Ladenburg Thalmann have the right (but after, where practicable, having
consulted the Company) to terminate the Placing Agreement in certain
circumstances prior to Admission, in particular, in the event that there has
been, inter alia, a material breach of any of the warranties. The Placing is
not being underwritten. 
 
Irrevocable Undertakings 
 
The Company has received irrevocable undertakings to vote in favour of the
Resolutions in respect of 45,954,831 Ordinary Shares, representing, in
aggregate 22.7 per cent. of the existing Ordinary Shares. 
 
Directors' Participation 
 
Certain directors of Chariot have also sought to acquire Placing Shares
pursuant to the terms of the Placing. Following Admission, the beneficial
interests of the participating directors will be as follows: 
 
 Director           Number of Placing Shares acquired pursuant to the terms of the Placing  Resulting holding post Admission  % of enlarged issued share capital  
 Larry Bottomley    123,333                                                                 554,446                           0.2%                                
 Mark Reid          100,000                                                                 259,000                           0.1%                                
 Matthew Taylor     66,667                                                                  836,988                           0.3%                                
 Adonis Pouroulis*  5,859,604                                                               27,525,575                        10.6%                               
 George Canjar      57,513                                                                  216,513                           0.1%                                
 Bill Trojan        191,813                                                                 191,813                           0.1%                                
 
 
*5,859,604 Placing Shares were acquired by Westward Investments Limited, a
company which is owned by a discretionary trust of which Adonis Pouroulis is
one of a number of beneficiaries. Westward Investments Limited will hold
27,425,575 Ordinary Shares post admission of the Placing Shares. 
 
As certain directors of Chariot have sought to acquire Placing Shares which
represent, in aggregate, more than 5% of the Placing, upon Admission this will
constitute a related party transaction pursuant to AIM Rule 13. 
 
The directors of Chariot (other than Larry Bottomley, Mark Reid, Matthew
Taylor, Adonis Pouroulis, George Canjar and Bill Trojan) consider, having
consulted with finnCap, Chariot's nominated adviser, that the terms of the
directors' participation in the Placing are fair and reasonable insofar as its
shareholders are concerned. 
 
Shareholder Circular 
 
A circular containing a notice (the "GM Notice") of a GM of the Company,
convened for 18 August 2014, will shortly be sent to Shareholders of the
Company outlining the terms of the Placing and seeking Shareholders approval
to, inter alia, enable the Directors to allot the Placing shares in connection
with the Placing. Further details of the GM and the Resolutions are set out at
the end of this announcement. 
 
General Meeting 
 
The GM is to be held at the office of finnCap, 60 New Broad Street, London
EC2M 1JJ at 10 a.m. on 18 August 2014 and the following resolutions will be
proposed: 
 
1.         Resolution 1 is an ordinary resolution to authorise the Directors
to allot relevant securities up to an aggregate nominal amount of £1,368,272
being equal to 136,827,248 Ordinary Shares; 
 
2.         Resolution 2 is a special resolution to authorise the Directors to
issue and allot the Placing Shares on a non pre-emptive basis; and 
 
3.         Resolution 3 is a special resolution to provide further authority
to the Directors in addition to the authority granted pursuant to Resolution 2
above for the Placing Shares, to issue and allot, on a non pre-emptive basis,
relevant securities for cash up to an aggregate nominal amount of £260,771,
representing 10% of the Enlarged Share Capital. 
 
Application will be made for the admission of the Placing Shares to trading on
AIM with effect from 19 August 2014. Following admission of the Placing
Shares, the number of Ordinary Shares in issue will be 260,770,702. This
figure may be used by shareholders as the denominator in the calculation by
which they determine if they are required to notify the Company of their
interest (or any change to their interest) in the Company under the FCA's
Disclosure and Transparency Rules. 
 
Unless otherwise defined herein, terms are as defined in the announcement made
yesterday. 
 
-Ends- 
 
Expected Timetable of Principal Events 
 
 Latest time and date for receipt by Company Secretary of Form of Proxy in respect of the GM  10 a.m. on 15 August 2014  
 General Meeting                                                                              10 a.m. on 18 August 2014  
 Placing Shares admitted to AIM                                                               8 a.m. on 19 August 2014   
 
 
Key Statistics 
 
 Number of Existing Ordinary Shares                                      202,174,664    
 Number of Placing Shares to be issued                                   58,596,038     
 Enlarged Share Capital following the Placing                            260,770,702    
 Percentage of Enlarged Share Capital represented by the Placing Shares  22.5 per cent  
 Placing Price                                                           15 pence       
 Gross Proceeds of the Placing                                           £8,789,405     
 
 
Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These statements are not guarantees of future
performance and are subject to known and unknown risks, uncertainties and
other factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given these risks and
uncertainties, prospective investors are cautioned not to place undue reliance
on forward-looking statements. Forward-looking statements speak only as of the
date of such statements and, except as required by applicable law, the Company
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise. The information contained in this Announcement is subject to change
without notice and neither the Company nor finnCap, GMP nor Ladenburg Thalmann
assumes any responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein. 
 
Past performance is not a guide to future performance. 
 
The material in this Announcement is for informational purposes only and does
not constitute an offer of securities for sale in the United States or any
other jurisdiction in which such an offer or solicitation is unlawful.  The
Company's securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or the laws
of any state, and may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state laws.  No
public offering of securities will be made in the United States. 
 
The Placing Shares have not been and will not be qualified for sale to the
public under applicable securities laws in Canada and, accordingly, any offer
and sale of Placing Shares in Canada will be made on a basis which is exempt
from the prospectus requirements of such securities laws. The Placing Shares
issued to Canadian residents pursuant to the Placing will be subject to resale
restrictions under Canadian securities laws for a period of four months plus
one day from the closing of the Placing. Subject to applicable securities
laws, the Placing Shares issued to residents of countries other than Canada
pursuant to the Placing may not be sold, transferred or otherwise disposed of
to any person in Canada or otherwise into Canada for a period of four months
plus one day from the date of closing of the Placing. 
 
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS")
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU
PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19 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"). THE PLACING SHARES ARE ONLY AVAILABLE TO
RELEVANT PERSONS. NEITHER THE ANNOUNCEMENT NOR THESE TERMS AND CONDITIONS MAY
BE ACTED UPON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY RECIPIENT OF THIS
ANNOUNCEMENT WHO IS NOT A RELEVANT PERSON SHOULD TAKE NO OTHER ACTION. 
 
finnCap, which is authorised and regulated by the Financial Conduct Authority,
is acting for the Company in connection with the Placing and no one else and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of finnCap or for providing advice in relation
to the Placing. 
 
GMP, which is authorised and regulated by the Financial Conduct Authority, is
acting for the Company in connection with the Placing and no one else and will
not be responsible to anyone other than the Company for providing the
protections afforded to clients of GMP or for providing advice in relation to
the Placing. 
 
Ladenburg Thalmann, a broker-dealer registered with and regulated by the U.S.
Securities and Exchange Commission (the "SEC") and the U.S. Financial Industry
Regulatory Authority ("FINRA"), is acting as placement agent in the United
States for the Placing Shares. Ladenburg Thalmann (i) was not requested to
(and did not) verify or confirm any statement contained in the document
relating to the past or future financial performance, financials, operations
or activities of the Company or its affiliates, the Company's products or any
market information; (ii) did not conduct any investigation with respect to
such information; and (iii) cannot guarantee the accuracy of such
information. 
 
The distribution of this Announcement and the Placing in certain jurisdictions
may be restricted by law.  No action has been taken by the Company, finnCap,
GMP or Ladenburg Thalmann or by any of their respective affiliates or agents
or brokers that would permit the Placing or possession or distribution of this
Announcement or any other offering or publicity material relating to the
Placing in any jurisdiction where action for that purpose is required. 
Persons into whose possession this Announcement becomes available are required
by the Company, finnCap, GMP and Ladenburg Thalmann to inform themselves
about, and to observe, such restrictions. 
 
Neither the content of websites referred to in this Announcement, nor any
hyperlinks on such websites is incorporated in, or forms part of, this
Announcement. 
 
This information is provided by RNS
The company news service from the London Stock Exchange