REG - Tullow Oil PLC - 25 for 49 fully underwritten $750m Rights Issue <Origin Href="QuoteRef">TLW.L</Origin> - Part 2
17/03/2017 07:18
- Part 2: For the preceding part double click ID:nRSQ7837Za
13T,
northern Kenya, had discovered a gross oil interval of 55 metres with 25
metres of net oil pay at a depth of 700 metres. The overall oil column for the
field is estimated to be 100 to 125 metres.
On 7 February 2017, the Group agreed a one year maturity extension of its
Corporate Facility from April 2018 to April 2019.
7. Financial impact of the Rights Issue
The Rights Issue will result in an increase in cash of the Company of
approximately £586 million (equivalent to $724 million at an exchange rate of
£1.00 = $1.2363 on 16 March 2017) with a corresponding increase in the net
assets of the Company. The receipt of the net proceeds of the Rights Issue
will reduce the Group's net debt.
8. Dividend policy
In 2015 Tullow suspended the payment of dividends as a result of the fall in
oil prices and the resultant impact on the Group's earnings and cash flow. As
announced on 8 February 2017, the Board has recommended that no final dividend
be paid in respect of the 2016 Financial Year (2015: nil; 2014: 4 pence). The
Board recognises that dividends are seen as an important component of equity
returns by many Shareholders. However, at a time when the Company is focusing
on capital allocation, financial flexibility and cost reductions, the Board
currently believes that the Company and its Shareholders are better served by
retaining funds in the business. The Board is committed to resuming dividend
payments when it is prudent to do so. The Directors' decision as to when to
declare a dividend and the amount to be paid will take into account, among
other things, the Group's underlying earnings, cash flows, balance sheet
leverage and financial flexibility at the relevant time.
9. Admission of the New Ordinary Shares
The Existing Ordinary Shares are admitted to trading on the main markets for
listed securities of the London Stock Exchange, the Irish Stock Exchange and
the Ghana Stock Exchange. Applications will be made to the UK Listing
Authority and the London Stock Exchange for the New Ordinary Shares to be
admitted to the premium listing segment of the Official List of the UK Listing
Authority and to trading (nil and fully paid) on the main market for listed
securities of the London Stock Exchange. Applications will also be made to the
Irish Stock Exchange for the New Ordinary Shares to be admitted to the
secondary listing segment of the Official List of the Irish Stock Exchange and
to trading (nil and fully paid) on the Irish Stock Exchange's main market for
listed securities. Applications will also be made to the Ghana Stock Exchange
and the Ghana SEC for the New Ordinary Shares (fully paid) to be admitted to
listing and trading on the main market of the Ghana Stock Exchange. It is
expected that Admission will occur on 6 April 2017, when dealings for normal
settlement in the New Ordinary Shares on the main markets of the London Stock
Exchange and the Irish Stock Exchange, nil paid, are expected to commence.
The Existing Ordinary Shares are already admitted to CREST. It is expected
that all of the New Ordinary Shares, when issued and fully paid, will be
capable of being held and transferred by means of CREST.
The New Ordinary Shares will trade under ISIN GB0001500809 and the SEDOL
number of the New Ordinary Shares is 0150080. The ISIN for the Nil Paid Rights
is GB00BF0BYM74 and the ISIN for the Fully Paid Rights is GB00BF0BYN81.
10. Overseas Shareholders
New Ordinary Shares will be provisionally allotted (nil paid) to all
Qualifying Shareholders, including Overseas Shareholders. However, subject to
certain exceptions, Provisional Allotment Letters will not be sent to
Qualifying Non-CREST Shareholders with registered addresses, or who are
located, in the United States or any of the Restricted Territories, nor will
the CREST stock accounts of Qualifying CREST Shareholders with registered
addresses, or who are located, in the United States or any Restricted
Territory be credited with Nil Paid Rights. Except as instructed otherwise by
the Company or any of the Joint Global Coordinators, any person with a
registered address, or who is located, in the United States or any Restricted
Territory who obtains a copy of the Prospectus or a Provisional Allotment
Letter is required to disregard them. The Company has made arrangements under
which the Joint Bookrunners will try to find subscribers for the New Ordinary
Shares provisionally allotted to such Qualifying Shareholders by 8.00 p.m. on
26 April 2017. If the Joint Bookrunners find subscribers and are able to
achieve a premium over the Issue Price and the related expenses of procuring
those subscribers (including any applicable brokerage and commissions and
amounts in respect of VAT which are not recoverable), such Qualifying
Shareholders will be sent a cheque for the amount of that aggregate premium
above the Issue Price less such related expenses, so long as the amount in
question is at least £5.00.
If any person in the United States or any Restricted Territory receives the
Prospectus and/or a Provisional Allotment Letter, that person should not seek
to, and will not be able to, take up his rights thereunder, except as
described in the Prospectus.
Notwithstanding any other provision of the Prospectus or the Provisional
Allotment Letter, the Company reserves the right to permit any Qualifying
Shareholder to take up their rights if the Company in its sole and absolute
discretion is satisfied that the transaction in question will not violate
applicable laws.
Qualifying Shareholders who have registered addresses outside the United
Kingdom or Ireland or who are citizens of, or resident or located in,
countries other than the United Kingdom or Ireland should consult their
professional advisers as to whether they require any governmental or other
consent or need to observe any other formalities to enable them to take up
their entitlements in the Rights Issue.
11. Action to be taken
The General Meeting
Shareholders will find enclosed with the Prospectus a Form of Proxy for use in
connection with the General Meeting. Whether or not a Shareholder intends to
be present at the General Meeting, they are asked to complete and sign the
Form of Proxy in accordance with the instructions printed on it and to return
it to the Company's registrar, Computershare Investor Services PLC, at The
Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible and, in any
event, so as to arrive not later than 11.00 a.m. on 3 April 2017. Shareholders
may also submit their proxies electronically at
www.investorcentre.co.uk/eproxy. Shareholders who hold Ordinary Shares in
CREST may appoint a proxy by completing and transmitting a CREST Proxy
Instruction to the Registrar, ID 3RA50, provided it is received no later than
11.00 a.m. on 3 April 2017. The completion and return of a Form of Proxy (or
the electronic appointment of a proxy) will not preclude a Shareholder from
attending the General Meeting and voting in person, if they so wish.
The Rights Issue
Qualifying Shareholders whose Existing Ordinary Shares are held in
certificated form (that is, a Qualifying Non-CREST Shareholder) with a
registered address outside the United States and the Restricted Territories
(subject to certain exceptions) will be sent a Provisional Allotment Letter
giving details of their Nil Paid Rights by post on or around 5 April 2017.
Qualifying Shareholders whose Existing Ordinary Shares are held in
uncertificated form (that is, a Qualifying CREST Shareholder) will not be sent
a Provisional Allotment Letter. Instead, provided a Qualifying CREST
Shareholder has a registered address outside the United States and the
Restricted Territories (subject to certain exceptions), they will receive a
credit to their appropriate stock account in CREST in respect of Nil Paid
Rights, which is expected to take place as soon as practicable after 8.00 a.m.
on 6 April 2017.
If you sell or transfer, or have sold or otherwise transferred, all of your
holding of Existing Ordinary Shares (other than ex-rights) held in
certificated form before the Ex-Rights Date, please forward the Prospectus and
any Provisional Allotment Letter, if and when received, at once to the
purchaser or transferee or the stockbroker, bank or other agent through whom
the sale or transfer was effected for delivery to the purchaser or transferee,
except that such documents should not be sent to any jurisdiction where to do
so might constitute a violation of local securities laws or regulations,
including, but not limited to, the United States and the Restricted
Territories. If you sell or transfer, or have sold or otherwise transferred,
only part of your holding of Existing Ordinary Shares (other than ex-rights)
held in certificated form before the Ex-Rights Date, please consult
immediately the stockbroker, bank or other agent through whom the sale or
transfer was effected and refer to the instructions regarding split
applications set out in the Prospectus and, if and when received, in the
Provisional Allotment Letter.
If you sell or transfer, or have sold or otherwise transferred, all or some of
your Existing Ordinary Shares (other than ex-rights) held in uncertificated
form before the Ex-Rights Date, a claim transaction will automatically be
generated by Euroclear which, on settlement, will transfer the appropriate
number of Nil Paid Rights to the purchaser or transferee.
The latest time and date for acceptance and payment in full under the Rights
Issue is 11.00 a.m. on 24 April 2017. The procedure for acceptance and payment
is set out in the Prospectus and, if applicable, in the Provisional Allotment
Letter.
For Qualifying Non-CREST Shareholders who take up their rights, the New
Ordinary Shares will be issued in certificated form and will be represented by
definitive share certificates, which are expected to be despatched by no later
than 2 May 2017 to the registered address of the person(s) entitled to them.
For Qualifying CREST Shareholders who take up their rights, the Registrar will
instruct CREST to credit the stock accounts in CREST of the Qualifying CREST
Shareholders with their entitlements to New Ordinary Shares. It is expected
that this will take place by 8.00 a.m. on 25 April 2017.
Qualifying CREST Shareholders who are CREST sponsored members should refer to
their CREST sponsor regarding the action to be taken in connection with the
Prospectus and the Rights Issue.
If you are in any doubt as to the action you should take, you are recommended
to seek your own personal financial advice immediately from your stockbroker,
bank manager, solicitor, accountant, fund manager or other independent
financial adviser authorised under FSMA if you are in the United Kingdom, or,
if you are resident in Ireland, from a person, organisation or firm authorised
or exempted pursuant to the European Communities (Markets in Financial
Instruments) Regulations 2007 (Nos. 1 to 3) of Ireland or the Investment
Intermediaries Act 1995 of Ireland, or, if you are resident in a territory
outside the United Kingdom or Ireland, from another appropriately authorised
independent financial adviser.
12. Importance of your vote
As explained above, the Rights Issue is conditional upon, amongst other
things, the Resolutions being passed by Shareholders at the General Meeting.
Whether or not Shareholders intend to be present at the General Meeting,
Shareholders are asked to vote in favour of the Resolutions in order for the
Rights Issue to proceed.
The Company is of the opinion that, after taking into account the net proceeds
of the Rights Issue and the Existing Finance Agreements, the Group has
sufficient working capital for its present requirements, that is for at least
the next 12 months from the expected date of publication of the Prospectus.
The Company began to generate free cash flow in the final quarter of 2016 and
has commenced repayment of its debt. The Directors believe that the stepped
reduction of debt through, amongst other things, the proceeds of the Rights
Issue will improve Tullow's financial and operational flexibility, and enable
growth within the next three to five years by allowing the Group to: (i)
invest in further infill drilling opportunities in both its operated and
non-operated portfolio, (ii) undertake exploration and appraisal around the
Jubilee and TEN fields to further develop the high return near field resource
base, (iii) undertake further exploration and appraisal activity in Kenya to
further prove up the resource base, (iv) drill high impact, potentially high
return prospects across Tullow's African and South American portfolio, and (v)
take advantage of other opportunities that industry conditions offer.
If the Resolutions are not passed and the Rights Issue does not proceed, the
Company would be constrained in the scale of its future investment in
exploration and appraisal activities which would therefore limit the Company's
longer term growth prospects. Without the net proceeds of the Rights Issue,
the Company would continue to execute its strategy and apply its cash flow,
after production and development capital expenditure and limited exploration
and appraisal capital expenditure, towards deleveraging but the Company would
have reduced financial and operational flexibility to take advantage of growth
opportunities and it would take longer to achieve the Company's gearing policy
of less than 2.5x net debt/Adjusted EBITDAX.
Further, around 14 months after the date of publication of the Prospectus
(which is outside the 12 month period covered by the working capital statement
contained in the Prospectus (the "Working Capital Statement")), as a result of
the financial conditions forecast under the reasonable worst case scenario in
the Group's working capital projections (the "reasonable worst case
scenario"), and excluding the net proceeds of the Rights Issue, there is a
possibility, absent any remedial action taken by the Company, that the Company
may not be in compliance with its leverage covenant under the RBL Facilities
and the Corporate Facility for the measurement period ending 31 December 2017
and for subsequent measurement periods. The measurement period ending 31
December 2017, being the period for which the Company might exceed its
permitted covenant limit in the reasonable worst case scenario excluding the
net proceeds of the Rights Issue, is within 12 months of the expected date of
publication of the Prospectus. The Company would be required to notify its
lenders of the outturn of the leverage covenant as of 31 December 2017 on the
date of publication of its audited consolidated financial statements for the
financial year ending 31 December 2017, which is expected to be on or around 7
March 2018. A notification of non-compliance with the leverage covenant would
trigger a period of time during which the Company could attempt to resolve the
non-compliance, either by seeking agreement with its lenders to waive the
non-compliance or by way of a qualifying capital injection. Under such a
reasonable worst case scenario an event of default under the RBL Facilities
and the Corporate Facility might occur, in the absence of any appropriate
remedial action, no earlier than mid-May 2018, which falls outside of the 12
month period covered by the Working Capital Statement. Following such a
potential event of default, the lenders would be entitled to demand
accelerated payment in full of the relevant amounts (principal and other
items) outstanding under the RBL Facilities (being $3,000 million as at the
Latest Practicable Date) and the Corporate Facility (being $225 million as at
the Latest Practicable Date). Following any such demand, the Company may not
have the funds available to repay such amounts at that time.
It is the Company's stated intention to seek to refinance the RBL Facilities
during 2017 and as part of this refinancing, the Company will seek to agree
with the lenders under the RBL Facilities and the Corporate Facility, as it
has done twice before within the last two years, a covenant profile that would
ensure that, even under the forecast reasonable worst case scenario and
excluding the net proceeds of the Rights Issue, the Company would remain in
compliance with its leverage covenant.
Commitments under the RBL Facilities will amortise by $508 million within the
12 month period from the expected date of publication of the Prospectus and a
further $453 million of commitments will amortise in the 12 to 18 month period
from the expected date of publication of the Prospectus. Commitments under the
Corporate Facility will amortise by $400 million within the 12 month period
from the expected date of publication of the Prospectus and a further $100
million of commitments will amortise in the 12 to 18 month period from the
expected date of publication of the Prospectus.
As part of the proposed refinancing of the RBL Facilities during 2017, the
Company will seek to amend the commitments amortisation schedule such that,
other than $55 million of commitments which amortise in April 2017, no
contractual repayment will be required in October 2017 and April 2018 under
the refinanced RBL Facilities. There are no contractual repayments required
under the Corporate Facility based on the Group's drawings under that facility
as at the Latest Practicable Date.
The Directors believe that the Company has strong relationships with its
lending banks, demonstrated most recently by the extension of the Corporate
Facility in February 2017, the RBL Facilities accordion that was exercised in
2016, and the leverage covenant amendments that the Company successfully
negotiated in 2015 and 2016. This track record provides the Board with
confidence that a successful refinancing of the RBL Facilities and a
successful renegotiation of the leverage covenant levels under those
facilities would be achieved well ahead of any potential amortisation
repayment or non-compliance under the forecast reasonable worst case scenario
excluding the net proceeds of the Rights Issue.
As the Company has done in the past, if required, the Company could look to
take other actions to ensure that it can continue to comply with its leverage
covenant and meet its facility repayments, such as the farm-down of assets, as
recently undertaken in respect of the Group's interests in Uganda, or the sale
of assets. However, there can be no certainty that these actions could be
completed ahead of any potential non-compliance with its leverage covenant.
If the Resolutions are not passed and the Rights Issue does not proceed, the
Company would also seek to re-evaluate certain exploration and appraisal
activities in light of the financial and operational constraints that the
Company would face in this circumstance and certain activities might be
cancelled, delayed or altered, which could have an adverse effect on the
Group's growth prospects.
Accordingly, it is very important that Shareholders vote in favour of the
Resolutions so that the Rights Issue can proceed.
13. Directors' intentions and recommendation
The Board is fully supportive of the Rights Issue. Each of the Directors who
holds Existing Ordinary Shares either intends, to the extent that he or she is
able, to take up in full his or her rights to subscribe for New Ordinary
Shares under the Rights Issue or to sell a sufficient number of his or her Nil
Paid Rights during the nil paid trading period to meet the costs of taking up
the balance of his or her entitlement to New Ordinary Shares.
The Board considers the Rights Issue and the passing of each of the
Resolutions to be in the best interests of the Company and Shareholders as a
whole. Accordingly, the Board unanimously recommends that Shareholders vote in
favour of each of the Resolutions to be proposed at the General Meeting as the
Directors intend to do in respect of their own beneficial holdings amounting
in aggregate to 6,883,309 Existing Ordinary Shares, representing approximately
0.8 per cent. of the Existing Ordinary Shares.
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time/Date
Announcement of the Rights Issue 7.00 a.m. on 17 March 2017
Publication of the Prospectus 17 March 2017
Latest time and date for receipt of Forms of Proxy and electronic proxy appointments via the CREST system 11.00 a.m. on 3 April 2017
Record Date for entitlements under the Rights Issue 6.00 p.m. on 3 April 2017
General Meeting 11.00 a.m. on 5 April 2017
Provisional Allotment Letters despatched (to Qualifying Non-CREST Shareholders only) 5 April 2017
Admission of the New Ordinary Shares, nil paid 8.00 a.m. on 6 April 2017
Commencement of dealings in the New Ordinary Shares, nil paid, on the main markets of the London Stock Exchange and the Irish Stock Exchange 8.00 a.m. on 6 April 2017
Special Dealing Service open for applications 8.00 a.m. on 6 April 2017
Existing Ordinary Shares marked "ex-rights" by the London Stock Exchange, the Irish Stock Exchange and the Ghana Stock Exchange 8.00 a.m. on 6 April 2017
Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only) as soon as possible after 8.00 a.m. on 6 April 2017
Nil Paid Rights and Fully Paid Rights enabled in CREST as soon as possible after 8.00 a.m. on 6 April 2017
Latest time and date for requesting Cashless Take-up or disposal of rights using the Special Dealing Service 3.00 p.m. on 13 April 2017
Recommended latest time and date for requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them into certificated form) 4.30 p.m. on 18 April 2017
Recommended latest time and date for depositing renounced Provisional Allotment Letters, nil paid or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account 3.00 p.m. on 19 April 2017
Latest time and date for splitting Provisional Allotment Letters, nil paid or fully paid 3.00 p.m. on 20 April 2017
Latest time and date for acceptance, payment in full and registration of renounced Provisional Allotment Letters 11.00 a.m. on 24 April 2017
Expected date of announcement of the results of the Rights Issue by 8.00 a.m. on 25 April 2017
Listing of the New Ordinary Shares on the main market of the Ghana Stock Exchange and commencement of dealings in the New Ordinary Shares, fully paid, on the main markets of the London Stock Exchange, the Irish Stock Exchange and the Ghana Stock Exchange 8.00 a.m. on 25 April 2017
New Ordinary Shares credited to CREST stock accounts as soon as possible after 8.00 a.m. on 25 April 2017
Expected date of despatch of definitive share certificates for New Ordinary Shares in certificated form by 2 May 2017
Notes:
(1) All references to time in this announcement are to London time
unless otherwise stated.
(2) Each of the times and dates set out in the expected timetable of
principal events above and mentioned in this announcement, the Prospectus, the
Provisional Allotment Letter and in any other document issued in connection
with the Rights Issue is indicative only and may be changed by the Company, in
which event details of the new times and dates will be notified to the UK
Listing Authority, the London Stock Exchange, the Irish Stock Exchange, the
Ghana Stock Exchange and, where appropriate, Shareholders. An announcement by
the Company will also be made on a Regulatory Information Service. In
particular, in the event that withdrawal rights arise under section 87Q of
FSMA prior to Admission, the Company may agree to defer Admission until such
time as such withdrawal rights no longer apply. Notwithstanding the foregoing,
Shareholders may not receive any further written communication.
(3) The ability to participate in the Rights Issue is subject to
certain restrictions relating to Qualifying Shareholders with registered
addresses or located in jurisdictions outside the UK and Ireland, details of
which will be set out in the Prospectus.
(4) It should be noted that if Admission does not occur, all
conditional dealings will be of no effect and any such dealings will be at the
sole risk of the parties concerned.
APPENDIX 2
DEFINITIONS
"2006 Act" or "Companies Act" the Companies Act 2006, as amended;
"2016 Financial Year" the financial year of the Company ended 31 December 2016;
"2020 Senior Notes" the $650.0 million aggregate principal amount of 6.0 per cent. senior notes due 2020 issued by the Group on 6 November 2013;
"2022 Senior Notes" the $650.0 million aggregate principal amount of 6¼ per cent. senior notes due 2022 issued by the Group on 8 April 2014;
"Adjusted EBITDAX" is a non-IFRS measure that is defined by the Company as gain/loss from continuing activities less income tax credit, finance costs, finance revenue, (loss)/gain on hedging instruments, depreciation, depletion, amortisation, share-based payment charge,
restructuring costs, gain/(loss) on disposal, goodwill impairment, exploration costs written off, impairment of property, plant and equipment net, provisions for inventory and provision for onerous service contract, net;
"Admission" admission of the New Ordinary Shares (i) to the premium listing segment of the Official List of the UK Listing Authority in accordance with the Listing Rules, (ii) to the secondary listing segment of the Official List of the Irish Stock Exchange in
accordance with the Irish Listing Rules, (iii) to trading, nil paid, on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards, and (iv) to trading, nil paid, on the Irish Stock Exchange's
main market for listed securities in accordance with the Irish Admission to Trading Rules;
"Admission and DisclosureStandards" the requirements contained in the publication ''Admission and Disclosure Standards'' containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed
securities;
"Annual Report 2016" the annual report and accounts of the Company for the 2016 Financial Year;
"Barclays" Barclays Bank PLC, acting through its investment bank;
"BNP Paribas" BNP PARIBAS;
"Board" or "Tullow Board" the board of directors of the Company;
"Business Day" a day (excluding Saturdays, Sundays and public holidays) on which banks are open in London for the transaction of normal banking business;
"Cashless Take-up" the sale of such number of Nil Paid Rights as will generate sufficient proceeds to enable the direct or indirect holder thereof to take up all of their remaining Nil Paid Rights (or entitlements thereto);
"certificated" or "in certificated form" a share or other security which is not in uncertificated form;
"Closing Price" the closing middle market price of a relevant share as derived from the Daily Official List on any particular day;
"CNOOC" China National Offshore Oil Corporation;
"CNOOC Uganda" CNOOC Uganda Ltd, a subsidiary of CNOOC;
"Co-Bookrunners" BNP Paribas, Crédit Agricole CIB and Société Générale, and each a "Co-Bookrunner";
"Co-Lead Managers" DNB Markets, ING, Natixis and Nedbank, and each a "Co-Lead Manager";
"Computershare" Computershare Investor Services PLC, a company incorporated in England and Wales with registered number 3498808 and having its registered office at The Pavilions, Bridgwater Road, Bristol, BS13 8AE;
"Convertible Bonds" $300 million aggregate principal amount of 6.625 per cent. guaranteed convertible bonds due 2021 issued by the Group on 12 July 2016;
"Corporate Facility" has the meaning given to it in the Prospectus;
"Crédit Agricole CIB" Crédit Agricole Corporate and Investment Bank;
"CREST" or "CREST system" the relevant system, as defined in the CREST Regulations, for the holding of shares and other securities in uncertificated form in respect of which Euroclear is the operator (as defined in the CREST Regulations);
"CREST member" a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations);
"CREST participant" a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended;
"CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member" a CREST member admitted to CREST as a sponsored member;
"Daily Official List" the daily official list of the London Stock Exchange;
"Davy" J&E Davy;
"Directors" or "Tullow Directors" the directors of the Company as at the date of this announcement or, as the context requires, the directors from time to time of the Company, and "Director" shall be construed accordingly;
"DNB Markets" DNB Markets, a part of DNB Bank ASA;
"DTR" or "Disclosure Guidance and Transparency Rules" the disclosure guidance and transparency rules made by the FCA under Part VI of FSMA, as amended;
"EEA" the European Economic Area;
"EEA States" the member states of the EEA;
"EU" the European Union;
"Euroclear" Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 2878738;
"Existing Finance Agreements" collectively the RBL Facilities, the Corporate Facility, the Norwegian Facility, the 2020 Senior Notes, the 2022 Senior Notes, the Convertible Bonds and the Senior Corporate Facility;
"Existing Ordinary Shares" the Ordinary Shares in issue as at the date of this announcement;
"Ex-Rights Date" the date on which the Existing Ordinary Shares begin trading without giving the holders of those shares the right to participate in the Rights Issue (expected to be 8.00 a.m. on 6 April 2017);
"FCA" the UK Financial Conduct Authority;
"Form of Proxy" the form of proxy for use by Shareholders in connection with the General Meeting;
"FSMA" the UK Financial Services and Markets Act 2000, as amended;
"Fully Paid Rights" rights to subscribe for the New Ordinary Shares, fully paid;
"General Meeting" the general meeting of the Company to be held at 11.00 a.m. on 5 April 2017 (or any adjournment thereof) to approve the Resolutions, notice of which will be contained in the Prospectus;
"Ghana SEC" the Securities and Exchange Commission of the Republic of Ghana whose registered address is at 30, 3rd Circular Road, Cantonments, P.O. Box CT 6181, Cantonments, Accra, Ghana;
"Ghana Stock Exchange" the Ghana Stock Exchange whose office address is at 5th Floor, Cedi House, Liberia Avenue, PO Box GP 1849, Accra, Ghana;
"IFC Senior Secured Revolving Credit Facility" has the meaning given to it in the Prospectus;
"IFRS" International Financial Reporting Standards as adopted by the EU;
"ING" ING Bank N.V.;
"Ireland" the sovereign state of Ireland (excluding, for the avoidance of doubt, Northern Ireland);
"Irish Admission to Trading Rules" the admission to trading rules issued by the Irish Stock Exchange, containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the Irish Stock Exchange's main market for listed securities;
"Irish Listing Rules" the listing rules issued by the Irish Stock Exchange;
"Irish Sponsor" Davy;
"Irish Stock Exchange" The Irish Stock Exchange plc, a company incorporated and registered under the laws of Ireland (company number 539157) whose registered office is at 28 Anglesea Street, Dublin 2, Ireland;
"ISIN" international securities identification number;
"Issue Price" 130 pence per New Ordinary Share;
"J.P. Morgan Cazenove" J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove);
"Joint Bookrunners" Barclays, J.P. Morgan Cazenove and Morgan Stanley, and each a "Joint Bookrunner";
"Joint Global Coordinators" Barclays and J.P. Morgan Cazenove, and each a "Joint Global Coordinator";
"Joint Sponsors" Barclays and J.P. Morgan Cazenove, and each a "Joint Sponsor";
"Junior Secured Revolving Credit Facility" has the meaning given to it in the Prospectus;
"Latest Practicable Date" 15 March 2017, being the latest practicable date prior to the publication of this announcement;
"Listing Rules" the listing rules made by the FCA under Part VI of FSMA, as amended;
"London Stock Exchange" London Stock Exchange plc;
"Morgan Stanley" Morgan Stanley & Co. International plc;
"Nedbank" Nedbank Limited, acting through its corporate and investment bank;
"net debt" a non-IFRS measure that is defined by the Company as current and non-current borrowings plus unamortised arrangement fees and the equity component of any compound debt instrument less cash and cash equivalents;
"New Ordinary Shares" the Ordinary Shares proposed to be issued by the Company pursuant to the Rights Issue;
"Nil Paid Rights" New Ordinary Shares in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue;
"Northern Ireland" means the region of the United Kingdom known by that name comprising the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone, located on the island of Ireland;
"Norwegian Facility" has the meaning given to it in the Prospectus;
"Notice of General Meeting" the notice of General Meeting which will be included in the Prospectus;
"Official List(s)" the Official List of the UK Listing Authority and/or the Official List of the Irish Stock Exchange, as the context may require;
"Ordinary Shares" ordinary shares of ten pence each in the capital of the Company;
"Overseas Shareholders" Qualifying Shareholders with registered addresses in, or who are resident in or citizens or nationals of, jurisdictions outside the United Kingdom;
"PRA" the UK Prudential Regulation Authority;
"Prospectus" the prospectus to be published in connection with the Rights Issue;
"Prospectus Rules" the prospectus rules of the UK Listing Authority made pursuant to section 73A of FSMA, as amended;
"Provisional Allotment Letter(s)" or "PAL(s)" the renounceable provisional allotment letters relating to the Rights Issue to be issued to Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders as described in the Prospectus);
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing Ordinary Shares in uncertificated form;
"Qualifying Non-CREST Shareholders" Qualifying Shareholders holding Existing Ordinary Shares in certificated form;
"Qualifying Shareholders" Shareholders on the register of members of the Company at the Record Date;
"RBL Facilities" collectively the Senior Secured Revolving Credit Facility, the IFC Senior Secured Revolving Credit Facility and the Junior Secured Revolving Credit Facility;
"Record Date" 6.00 p.m. on 3 April 2017;
"Registrar" Computershare, or any other registrar appointed by the Company from time to time;
"Regulatory Information Service" one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information in respect of listed companies;
"Resolutions" the resolutions to be proposed at the General Meeting (and set out in the Notice of General Meeting) to, among other matters, give the Directors authority to allot the New Ordinary Shares, and "Resolution" shall mean any of them;
"Restricted Territory" or "Restricted Territories" Canada, Australia, Hong Kong, Japan, New Zealand, Ghana, the People's Republic of China and the Republic of South Africa and (prior to the passporting of the Prospectus into Ireland) Ireland;
"Rights" the Nil Paid Rights and/or the Fully Paid Rights;
"Rights Issue" the proposed issue of the New Ordinary Shares to Qualifying Shareholders (other than certain Overseas Shareholders) by way of Rights on the terms and subject to the conditions to be set out in the Prospectus and, in the case of Qualifying Non-CREST
Shareholders only, the Provisional Allotment Letters;
"Securities Act" the US Securities Act of 1933, as amended;
"SEDOL" the London Stock Exchange Daily Official List of share identifiers;
"Senior Corporate Facility" has the meaning given to it in the Prospectus;
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