Placing to raise US$8.5 million
23 Luglio 2010 - 6:06PM
UK Regulatory
TIDMPELE
RNS Number : 8715P
Petrolatina Energy PLC
23 July 2010
FOR IMMEDIATE RELEASE
23 July 2010
PetroLatina Energy Plc
("PetroLatina" or the "Company")
Placing to raise US$8.5 million and Issue of Interest Shares
PetroLatina (AIM: PELE), the independent oil and gas exploration, development
and production company focused on Latin America, announces that it has today
agreed to place, in aggregate, 14,871,972 new ordinary shares of US$0.10 par
value each ("Ordinary Shares") in the Company (the "Placing Shares") at a
placing price of 37.57 pence per share (the "Placing Price") to raise
approximately US$8.5 million (at the prevailing USD/GBP exchange rate), of which
US$5.0 million gross has been subscribed by Tribeca Oil & Gas Inc. ("TOGI"), an
existing substantial shareholder in the Company, and US$3.5 million gross by a
company associated with Juan Carlos Rodriguez, a director of the Company (the
"Placing"). The Placing is conditional on admission of the Placing Shares to
trading on AIM. The Placing Shares will rank pari passu in all respects with the
Company's existing Ordinary Shares and will represent approximately 23.88 per
cent. of the enlarged issued share capital of the Company.
The net proceeds from the Placing will be used to finance the group's ongoing
work programme and exploration expenditure in Colombia and for general working
capital purposes. The Company expects to raise additional equity finance in due
course to ensure that the group maintains an appropriate capital structure and
is able to fully fund its committed development programme.
Issue of Interest Shares
In addition to the abovementioned Placing Shares, the Company has yesterday
issued and allotted (credited as fully paid): (i) 735,277 Ordinary Shares to
Tribeca Oil and Gas Financing Inc. ("TOGF"), a subsidiary of existing
substantial shareholder TOGI (a portfolio investment company of Tribecapital
Partners S.A.), in satisfaction of the second six monthly interest instalment to
17 June 2010 due in respect of the second tranche of US$6.29 million convertible
loan notes subscribed by TOGF on 17 June 2009, and (ii) 514,426 Ordinary Shares
to TOGF in satisfaction of the third six monthly interest instalment to 21 July
2010 due in respect of the first tranche of US$4.875 million convertible loan
notes subscribed by TOGF on 21 January 2009 (together the "Interest Shares").
The Interest Shares will rank pari passu in all respects with the Company's
existing Ordinary Shares.
Application will be made to the London Stock Exchange for the Placing Shares and
Interest Shares to be admitted to trading on AIM ("Admission"). It is expected
that Admission will become effective and that dealings in the Placing Shares and
Interest Shares will commence at 8.00 a.m. on Thursday 29 July 2010. The
Company's issued ordinary share capital will consist of 62,287,478 Ordinary
Shares with voting rights. PetroLatina does not hold any Ordinary Shares in
treasury and accordingly there are no voting rights in respect of any treasury
shares.
The aforementioned figure of 62,287,478 Ordinary Shares may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, PetroLatina under the FSA's Disclosure and
Transparency Rules.
Following the issuance of the abovementioned Placing Shares and Interest Shares,
and TOGI's subscription for 8,748,219 Placing Shares, TOGI and its related
companies now hold, in aggregate, 27,636,155 Ordinary Shares, representing
approximately 44.37 per cent. of the Company's enlarged issued share capital and
warrants over a further 690,644 Ordinary Shares which are automatically
exercisable if, and to the extent that, any exercise of the Company's other
existing outstanding 1,973,269 warrants occurs. In addition, TOGF currently
holds an aggregate principal amount of US$11.165 million of convertible 12 per
cent. loan notes due 2011.
Changes in the disclosable interests of Mr Juan Carlos Rodriguez are as set out
below:
+----------------------+-----------------------+-----------------------+
| Director | Interest immediately | Percentage of |
| | following Admission | enlarged issued share |
| | | capital |
+----------------------+-----------------------+-----------------------+
| Juan Carlos | 9,908,625 | 15.91 |
| Rodriguez* | | |
+----------------------+-----------------------+-----------------------+
Notes:
* - includes 2,535,872 Ordinary Shares held by Lyan Financial Corporation and,
following the subscription for 6,123,753 Placing Shares, 7,372,753 Ordinary
Shares held by Rorick Ventures Group Ltd ("Rorick"), companies in which members
of Juan Carlos Rodriguez's family have beneficial interests. Mr Rodriguez also
holds options over a further 1,000,000 Ordinary Shares and has a beneficial
interest in Athos Enterprises Limited which holds warrants over a further
160,000 Ordinary Shares.
Luc Gerard and Ciro Mendez, directors of PetroLatina, are President and
Investment Manager respectively of Tribeca. The participation of both TOGI and
Rorick, a company associated with Juan Carlos Rodriguez, in the Placing is
considered to be a related party transaction under the AIM Rules for Companies.
Accordingly, the independent directors, being John May and Menno Wiebe,
consider, having consulted with Strand Hanson Limited, that the terms of the
Placing are fair and reasonable insofar as the Company's shareholders are
concerned.
Enquiries:
+-----------------------------------------------+--------------------+
| | |
| PetroLatina Energy Plc | |
| Juan Carlos Rodriguez, Chief Executive | Tel: +57 1627 8435 |
| Officer | |
+-----------------------------------------------+--------------------+
| Pawan Sharma, Executive Vice President - | Tel: +44 (0)20 |
| Corporate Affairs | 7766 0081 |
+-----------------------------------------------+--------------------+
| | |
| Strand Hanson Limited | |
+-----------------------------------------------+--------------------+
| Simon Raggett/Matthew Chandler | Tel: +44 (0)20 |
| | 7409 3494 |
+-----------------------------------------------+--------------------+
| | |
| Evolution Securities Limited | |
+-----------------------------------------------+--------------------+
| Rob Collins/Chris Sim | Tel: +44 (0)20 |
| | 7071 4304 |
+-----------------------------------------------+--------------------+
| | |
| Financial Dynamics | |
+-----------------------------------------------+--------------------+
| Ben Brewerton/Susan Quigley | Tel: +44 (0)20 |
| | 7831 3113 |
+-----------------------------------------------+--------------------+
Additional Information on PetroLatina Energy Plc:
PetroLatina Energy Plc (AIM: PELE) is presently focused on Colombia where it
currently holds 45% and 20% interests respectively in the Los Angeles and Santa
Lucía fields on the Tisquirama licence, and a 100% interest in the Doña María
field. In April 2006 the Group acquired an interest in two exploration blocks:
an 85% interest in Midas and an 80% interest in La Paloma. In November 2007 the
Company secured the extension of the Tisquirama licence for the economic life of
the fields. In February 2009, the Group acquired the Putumayo-4 block in which
it has a retained 50% interest. In June 2010, the Group was awarded two new
blocks, the VMM28 in the Middle Magdalena basin and LLA57 in the Llanos basin.
PetroLatina also owns the Río Zulia-Ayacucho pipeline in the prolific Catatumbo
basin which transports crude oil. Present exploration/exploitation activities in
this area should increase the volume of crude oil transported resulting in an
increased cash flow. Having sold its assets in Guatemala, PetroLatina retains a
20% interest in the first three wells and a 20% working interest in future
wells. Further information is available on the Company's website
(www.petrolatinaenergy.com).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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