Afren plc announces that it has raised £104.9 million (US$175.0 million) before commissions and expenses by the placing completed today of 129.5 million new ordinary shares of 1 penny each in the capital of the Company (the "Placing Shares") with institutional investors at 81 pence per share (the "Placing"). Merrill Lynch International (“Merrill Lynch”) is acting as global coordinator and joint bookrunner, Morgan Stanley Securities Limited (“Morgan Stanley”) as joint bookrunner and Jefferies International Limited (“Jefferies”), Nomura International plc (“Nomura”) and Evolution Securities Limited (“Evolution”) as co-lead managers in relation to the Placing.
The Placing represents in aggregate approximately 18.0 per cent. of the issued share capital of Afren prior to the Placing. The Placing Shares will, when issued, rank pari passu in all respects with the existing issued ordinary shares of Afren, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
The Company will apply for admission of the Placing Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities (“Admission”). It is expected that Admission will take place and that trading will commence on 3 December 2009.
The Placing is conditional upon, inter alia, Admission becoming effective and upon the passing of the resolutions (without amendment) at the general meeting of the Company scheduled for 30 November 2009. The Placing is also conditional on the placing agreement made between the Company, Merrill Lynch, Morgan Stanley, Jefferies, Nomura and Evolution not being terminated. It is anticipated that the settlement date will be 3 December 2009.
As announced on 4 November 2009, it is expected that the cancellation of the trading in Afren’s existing ordinary shares on AIM will take place at the same time as the existing ordinary shares and the Placing Shares are admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities, which is expected to occur on 3 December 2009, subject to the receipt of the necessary approvals from the UK Listing Authority and the London Stock Exchange.
Exercise of Founder Warrants
Afren also today announced the exercise, by certain shareholders including some of the Directors (the “Founder Shareholders”), of 40,000,000 warrants over Ordinary Shares (the “Founder Shares”) issued pursuant to the Company’s Founders’ Investment and Warrant Scheme, which are due to expire on 11 December 2009, raising approximately £15 million (US$25 million) (before expenses) for the Company. The proceeds from the exercise of the warrants do not form part of the proceeds of the Placing but will be used in conjunction with the net proceeds of the Placing.
In order to finance the exercise of these warrants and to pay tax obligations arising from the exercise, the Founder Shareholders agreed to sell 24.5 million of the Founder Shares in the Placing at the Placing Price.
Capitalised terms used, but not defined in this announcement have the same meanings as set out in the announcement released by the Company earlier today in relation to the Placing.