Successful Private Placement of Common Shares and Ex rights Subsequent Offering
(Thomson Reuters ONE) -
NOT FOR DISTRIBUTION TO U.S NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES, AUSTRALIA OR JAPAN
Wentworth Resources Limited (OSE: WRL)
Reference is made to the press release dated 16 February 2011 regarding a
contemplated private placement of up to 15,000,000 new common shares of
Wentworth Resources Limited ("Wentworth" or the "Company") directed towards
accredited and international institutional investors (the "Private Placement").
The book-building for the Private Placement has been completed and the book was
oversubscribed. The Company is pleased to announce that it has entered into
agreements with investors for the issuance of 15,000,000 new common shares. The
agreed subscription price is NOK 5.15 per share which was set through an
accelerated book-building process, resulting in expected gross proceeds from the
Private Placement of approximately NOK 77.3 million (USD 13.3 million). ABG
Sundal Collier Norge ASA and FirstEnergy Capital LLP acted as Joint Lead
Managers and Joint Bookrunners in connection with the Private Placement.
The proceeds from the Private Placement are expected to be used to provide the
Company with sufficient capital to carry out its planned work activities in
Tanzania and Mozambique and for working capital purposes. In Mozambique, the
Company will be entering the second phase exploration period onshore Rovuma,
Mozambique in the first quarter of 2011, while in Tanzania, the Company has
planned improvements on its existing power plant and will be advancing studies
for its downstream petrochemical project.
In order to secure delivery of immediately tradable shares to the subscribers in
the Private Placement, ABG Sundal Collier, on behalf of the Joint Lead Managers,
has established the right to borrow a number of existing and unencumbered
shares, equaling the number of shares offered in the Private Placement, from
certain existing shareholders in the Company. Accordingly, the shares delivered
to the subscribers will be tradable subject to payment of the shares and
applicable securities laws upon the subscribers' receipt of notification of
allocation confirming the number of shares allocated to the subscriber. The
settlement and delivery date for the shares in the Private Placement is expected
on or about 22 February 2011, subject to receipt of payment. The new shares that
will be issued in the Private Placement will be delivered to the existing
shareholders lending the shares as good redelivery of the borrowed shares. Based
on this, the Board of Directors resolved to issue 15,000,000 common shares in
the capital of the Company. Prior to the Private Placement, the total number of
outstanding shares was 61,719,940 common shares each with no nominal or par
value. The total number of common shares outstanding will, after the completion
of the Private Placement, amount to 76,719,940 shares.
Following the Private Placement, the Company intends to conduct a subsequent
repair offering of up to 3,750,000 common shares at the same subscription price
per share as in the Private Placement (NOK 5.15) (the "Repair Offering"). The
Repair Offering will be directed towards Wentworth's existing shareholders as of
16 February 2011 (as recorded in the VPS as of the end of 21 February 2011) that
did not participate in the Private Placement and are not resident in Canada, or
other jurisdictions where restrictions on distribution of subscription rights
apply. Such shareholders will be permitted to participate in the Repair Offering
and will be allocated subscription rights for the Repair Offering on a pro rata
basis. Consequently, the Company's shares will be traded exclusive of
subscription rights as of today, 17 February 2011. The total number of common
shares outstanding will, after the completion of the Repair Offering, amount to
up to 80,469,940 shares. It is expected that the Repair Offering will be
launched in March 2011.
The Company will prepare and publish a prospectus in respect of the listing of
the shares issued in the Private Placement and the offering and listing of the
shares in the Repair Offering. The prospectus will be published following
approval by the Norwegian Financial Supervisory Authority.
For further information, please contact:
www.wentworthresources.com
Tel.: +1 403 294 1530
Robert McBean, Chairman & CEO
rpm(at)wentworthresources.com
Eric Fore, Finance, Investor & Public Relations Manager
etf(at)wentworthresources.com
Per Arne Totland
Axxept (Public Relations)
totland(at)axxept.no
+47 90 02 19 00
Wentworth Resources Limited is an independent oil & gas company with natural gas
production, midstream and downstream assets, and a committed exploration
programme in the Rovuma Delta Basin of Tanzania and Mozambique.
NOTICE
This information is subject to the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act.
FORWARD LOOKING INFORMATION
This news release may contain forward-looking statements including statements
relating to the Private Placement, the use of proceeds, the filing of a
prospectus and listing of new shares on Oslo Børs and the conduct of a
subsequent offering. By their nature, forward-looking statements are subject to
numerous risks and uncertainties, some of which are beyond Wentworth's control.
The risk factors include, but are not limited to, the impact of general economic
and market conditions, industry conditions, volatility of commodity prices,
currency fluctuation and risks associated with the oil and gas industry (e.g.
operational risks in development, exploration and production; delays or changes
in plans with respect to exploration or development projects or capital
expenditures; the uncertainty or reserve estimates, the uncertainty of estimates
and projects relating to production, costs and expenses, health and safety and
potential delays or changes in plans with respect to exploration or development
projects or capital expenditures) that could result in changes to the terms of
the subsequent offering, changes in the use of proceeds of the Private
Placement, changes to the anticipated dates for settlement or delivery of the
shares in the Private Placement or the possibility that the subsequent offering
does not proceed at all,. Readers are cautioned that the assumptions and
factors discussed in this press release are not exhaustive and that the
assumptions used in the preparation of such information, although considered
reasonable at the time of preparation, may prove to be imprecise, and as such,
undue reliance should not be placed on forward-looking statements. Results or
events could differ materially from those expressed in such forward-looking
statements and, accordingly, no assurance can be given that any of the results
or events anticipated by the forward-looking statements will transpire or occur
as specified in the press release or at all. The forward-looking statements are
expressly qualified by these cautionary statements.
SELLING RESTRICTIONS
This announcement is not an offer for sale of securities in the United States.
The securities referred to herein have not been registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act") or state
securities laws, and may not be sold in the United States absent registration or
an exemption from registration under the U.S. Securities Act. Wentworth does not
intend to register any portion of the offering of the securities in the United
States or to conduct a public offering of the securities in the United States.
Copies of this announcement are not being made and may not be distributed or
sent into the United States.
This communication is directed only at persons who (i) are outside of the United
Kingdom or (ii) have professional experience in matters relating to investments
or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc") of The Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment activity
to which this communication relates is available only to relevant persons and
will be engaged in only with relevant persons.
Press Release 2011 02 17:
http://hugin.info/136496/R/1489938/425535.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Wentworth Resources Limited via Thomson Reuters ONE
[HUG#1489938]
Unternehmensinformation / Kurzprofil:
Datum: 17.02.2011 - 07:01 Uhr
Sprache: Deutsch
News-ID 51599
Anzahl Zeichen: 9908
contact information:
Town:
Calgary, Alberta
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 210 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Successful Private Placement of Common Shares and Ex rights Subsequent Offering"
steht unter der journalistisch-redaktionellen Verantwortung von
Wentworth Resources Limited (Nachricht senden)
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