Further to the announcement this morning by the Company, the Company is pleased to announce that, in relation to the proposed Rights Issue to raise net proceeds of approximately £124 million ($201 million), the UK Listing Authority has approved a prospectus (the "Prospectus") dated 27 April 2012.
Further details of the Rights Issue are set out in the Prospectus which is available on Salamander’s website at www.salamander-energy.com and will be sent to Qualifying Shareholders.
A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.Morningstar.co.uk/uk/NSM.
Applications have been made to the UK Listing Authority and to the London Stock Exchange respectively for admission of all of the New Ordinary Shares (nil and fully paid) (i) to the premium segment of the Official List, and (ii) to the London Stock Exchange’s main market for listed securities (together ‘‘Admission’’). It is expected that Admission will become effective and that dealings in the New Ordinary Shares (nil paid) will commence on the London Stock Exchange at 8.00 a.m. (London time) on 1 May 2012.
Enquiries:
Salamander Energy plc
James Menzies, Chief Executive Officer
Jonathan Copus, Chief Financial Officer
Geoff Callow, Head of Corporate Affairs
020 7432 2680
Goldman Sachs International (Joint Sponsor and Joint Bookrunner)
Andrew Fry
Dan Martin
020 7774 1000
Oriel Securities Limited (Joint Sponsor and Joint Bookrunner)
Jonathan Walker
Ashton Clanfield
020 7710 7600
RBC Capital Markets (Joint Bookrunner)
Joshua Critchley
Matthew Coakes
020 7653 4000
Rothschild (Financial Adviser to the Company)
Neeve Billis
Nigel Himsworth
020 7280 5000
Brunswick Group LLP (PR Adviser to the Company)
Patrick Handley
Fiona Micallef-Eynaud
020 7404 5959
Important Notice
This announcement is an advertisement and does not constitute a prospectus. Investors should not base any decision to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of any Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters or New Ordinary Shares referred to in this announcement except on the basis of the information contained in or incorporated by reference into the Prospectus which contains further details relating to Salamander in general as well as a summary of risk factors to which an investment in the New Ordinary Shares is subject. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue.
This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction. Securities may not be offered for sale in the United States absent registration under the US Securities Act of 1933 (the "Securities Act") or an exemption from registration. The securities described in this announcement will not be registered under the Securities Act and, subject to certain limited exceptions, will not be offered for sale in the United States.
Each of Goldman Sachs, Oriel, RBC Capital Markets and Rothschild is authorised and regulated in the United Kingdom by the FSA, and is acting exclusively for Salamander and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement or the Prospectus) as a client in relation to the Rights Issue and will not be responsible to anyone other than Salamander for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue, the contents of this announcement and any accompanying documents or any matters or arrangements referred to herein or therein.
This announcement should not be considered a recommendation by Goldman Sachs, Oriel, RBC Capital Markets or Rothschild or any of their respective directors, officers, employees, advisers or any of their respective affiliates in relation to any purchase of or subscription for securities. Apart from the responsibilities and liabilities, if any, which may be imposed on Goldman Sachs, Oriel, RBC Capital Markets and Rothschild by FSMA, none of Goldman Sachs, Oriel, RBC Capital Markets or Rothschild or any of their respective directors, officers, employees, advisers, agents, affiliates or any other person accepts any responsibility or liability whatsoever for, and makes no representation or warranty, express or implied in respect of, for the contents of this announcement, including its accuracy, completeness, fairness or sufficiency or verification of the information or the opinions or the beliefs contained in this announcement (or any part hereof) or for any other statement made or purported to be made by it, or on its behalf, in connection with Salamander or the proposed Rights Issue. None of the information contained in this announcement has been independently verified or approved by each of Goldman Sachs, Oriel, RBC Capital Markets and Rothschild or any of their respective directors, officers, employees, advisers or any of their respective affiliates. Subject to applicable law, each of Goldman Sachs, Oriel, RBC Capital Markets and Rothschild accordingly disclaims all and any liability whether arising in tort, contract or otherwise which they might otherwise have howsoever arising, directly or indirectly from any use of this announcement or its contents or otherwise in connection with this announcement.
This announcement does not constitute an offering circular or prospectus in connection with an offering of securities by the Company. Prospective investors must neither accept any offer for, nor acquire, any securities to which the announcement refers, unless they do so on the basis of the information contained in the Prospectus published by the Company. This announcement does not constitute an offer or invitation to purchase, otherwise acquire, subscribe for, sell or the solicitation of an offer to buy, sell, otherwise dispose of, issue, purchase, otherwise acquire, or subscribe for, any securities and cannot be relied upon for any investment contract or decision. In addition, this announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, New Ordinary Shares, Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights and/or to take up any entitlements to Nil Paid Rights in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction in which such an offer or solicitation is unlawful or to any person to whom it is unlawful to make such offer or invitation.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
The New Ordinary Shares, the Provisional Allotment Letters, the Nil Paid Rights and the Fully Paid Rights have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or under any relevant securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred, distributed, or delivered, directly or indirectly, to (or for the account or benefit of) any U.S. Person, or within the U.S. except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with state securities laws. The Company does not intend to register any portion of the Rights Issue in the United States or to conduct a public offering of securities in the United States. No money, pecunious or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted. Offers of the New Ordinary Shares, the Provisional Allotment Letters, the Nil Paid Rights and the Fully Paid Rights are being made outside the United States only to (or for the account or benefit of) non-U.S. Persons in offshore transactions within the meaning of, and in accordance, with Regulation S under the U.S. Securities Act.
U.S. Persons who are Qualifying Shareholders will only be able to participate in the Rights Issue if they are qualified institutional buyers, as defined in Rule 144A of the U.S. Securities Act. In addition, none of the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights will qualify for distribution under any of the relevant securities laws of any of the Excluded Territories. Accordingly, the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within any of the Excluded Territories.
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, in or into the United States (including its territories, and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other such jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of the securities laws of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. The Ordinary Shares (including Existing Ordinary Shares and New Ordinary Shares) have not been and will not be registered under the applicable securities laws of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa and, subject to certain exemptions, may not be offered or sold within the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.
Neither the content of Salamander's website (or any other website) nor the content of any website accessible by hyperlinks on Salamander's website (or any other website) is incorporated in, or forms part of, this announcement.
Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Prospectus published today by the Company.