Dana Petroleum
Press Release
30 August 2001
DANA PETROLEUM PLC ("Dana" or "the company")
PLACING AND OPEN OFFER
Dana Petroleum plc, a British independent oil and gas exploration and production company, is pleased to announce that it is raising £25.5 million (£24.0 million net of expenses) by way of a placing and open offer and a cash placing.
Highlights
- Placing and Open Offer and Cash Placing to raise approximately £24.0 million (net of expenses) at 12.25p per share;
- Shareholders are being offered 2 New Shares for every 11 Ordinary Shares under the Open Offer to raise approximately £20.0 million;
- Cash Placing with institutional investors to raise approximately £5.5 million;
- New funds will be used to maximise value from Dana's recent exploration success and to finance Dana's continuing exploration programme; and
- Fundraising fully underwritten by Investec Bank (UK) Limited.
Tom Cross, Chief Executive, commented:
"Dana's team has achieved outstanding drilling success with 8 oil and gas discoveries from its last 10 exploration wells. In addition, we have delivered 5 successive years of growth in oil production and reserves. This financing will enable the Company to appraise its recent discoveries and thereby maximise the ultimate return to shareholders. Dana is now well positioned with an exciting portfolio and the means to build upon its strong track record."
For further information please contact:
| Tom Cross, Chief Executive | Dana Petroleum plc | Tel: 01224 652400 |
| Derek Rawlings | Investec Henderson Crosthwaite | Tel: 020 7597 5970 |
| Archie Berens | College Hill Associates | Tel: 020 7457 2020 |
The Placing and Open Offer
The Company is proposing to raise approximately £20.0 million
gross by the issue of 163,338,224 New Shares pursuant to the
Placing and Open Offer. Investec Henderson Crosthwaite has conditionally
agreed to place these New Shares subject to clawback to satisfy
valid applications by Qualifying Shareholders under the Open
Offer other than in relation to Open Offer Shares for which
irrevocable commitments not to take up under the Open Offer
have been received. Teather & Greenwood are stockbrokers to
the Issue.
Qualifying Shareholders will be given the opportunity to subscribe
under the Open Offer for Open Offer Shares at the Issue Price,
free of expenses, pro-rata to their existing shareholdings on
the basis of
2 New Shares for every 11 Ordinary Shares
held on the Record Date and so in proportion for any greater
number of Ordinary Shares held.
Entitlements of Qualifying Shareholders will be scaled down
to the nearest whole number of New Shares and fractional entitlements
will not be allocated under the Open Offer but will be aggregated
and placed for the benefit of the Company. The maximum entitlement
of each Qualifying Shareholder will be indicated on the Application
Form which will accompany the prospectus. Each Application Form
will be personal to Shareholders and may only be transferred
to satisfy bona fide market claims.
The Placing and Open Offer has been fully underwritten by Investec,
subject to certain conditions.
An irrevocable undertaking has been obtained from Innogy Holdings
plc not to take up its entitlement under the Open Offer of 14,720,916
Open Offer Shares. Such Open Offer Shares will be placed by
Investec Henderson Crosthwaite on a firm basis.
We should also state that Innogy's shares have been placed out.
The Cash Placing
The Company is also proposing to raise approximately £5.5
million before expenses by the issue of 44,897,959 New Shares
at the Issue Price pursuant to the Cash Placing.
The Cash Placing has been fully underwritten by Investec, subject
to certain conditions. The New Shares, the subject of the Cash
Placing, will be placed by Investec Henderson Crosthwaite on
a firm basis with institutional and other investors. Teather
& Greenwood are stockbrokers to the Cash Placing. Members of
the public are not eligible to take part in the Cash Placing.
New Shares
The New Shares will, when allotted and fully paid, rank pari
passu in all respects with the Ordinary Shares. The New Shares
will be created and issued by virtue of the existing resolutions,
authorities and approvals held by the Company.
It is expected that Admission will take place and that dealings
will commence in the New Shares on 27 September 2001. Share
certificates in respect of New Shares to be held in certificated
form are expected to be despatched by no later than 4 October
2001. New Shares to be held in uncertificated form are expected
to be delivered into CREST no later than 27 September 2001.
Reasons for the Issue and use of proceeds
During the last three years, the Group has significantly
improved its asset portfolio and growth prospects. Since 1998,
Dana has achieved considerable exploration success with eight
oil and gas discoveries resulting from its last 10 exploration
wells and is currently assessing their commercial viability.
The Directors now wish to ensure that the Group is well placed
to maximise returns from these discoveries.
Although the Group has sufficient finance in place to meet its
share of the financial obligations of its existing interests,
in order for the Group to appraise and initiate development
of some of its recent discoveries it would, in the absence of
further funding, have to divest part of these assets or involve
new third parties in the development. In order to maximise the
returns to Shareholders on its assets, the Directors believe
that the Group would benefit significantly from raising additional
finance and thereby reduce the need to dilute its interests
primarily through farm-outs, save for purposes of risk management.
The Directors have therefore decided to proceed with the Issue.
The net proceeds of the Issue (approximately £24.0 million) will be used to:
- appraise and, where appropriate, initiate development of Dana's recent discoveries;
- finance the Group's continuing exploration programme, including seismic acquisition and processing and the drilling of further exploration wells; and
- enable the Group to continue to enhance its asset portfolio through asset acquisitions or exchanges.
The Board also believes that the Issue will enable Dana to
retain as great a proportion of its exploration assets as is
prudent, in order for the Group to benefit from exploration
success whilst seeking to protect against exploration uncertainties
by farming out higher-risk projects where appropriate.
The Board frequently reviews opportunities for Dana to improve
its asset portfolio, either through acquiring assets from, or
exchanging assets with, third parties. To the extent that Dana's
asset portfolio changes following the Issue as a result of such
transactions, the Board will review the application of the Issue
proceeds in relation to the Group's revised portfolio.
Current Trading and Prospects
For the year ended 31 December 2000, the Group reported a
pre-tax profit of £7.4 million (1999: £6.4 million) on turnover
of £29.9 million (1999: £20.7 million) despite having made an
impairment provision of £3.1 million. Since December 2000, Dana's
production from its Claymore, Victor and South Vat-Yoganskoye
assets has continued at approximately 6,000 boepd in aggregate.
Dana's strong track record of oil and gas discoveries since
1998 has led to consideration of a number of potential developments,
most notably in the North Sea and offshore Indonesia. Appraisal
of these discoveries is currently in progress and where it is
commercially attractive Dana will consider increasing its stake
prior to development.
The Directors remain confident about the Group's prospects.
The Company expects to announce its interim results at the end
of September 2001 and is actively considering a consolidation
of the Ordinary Shares.
Prospectus
It is expected that a prospectus will be posted to Shareholders shortly.
Expected Timetable of Principal Events
|
Record Date for the Open Offer |
22 August 2001 |
|
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) |
3.00 pm on 18 September 2001 |
|
Latest time and date for receipt of Application Forms and payment in full under the Open Offer |
3.00 pm on 20 September 2001 |
|
Admission and commencement of dealings in the New Shares on the London Stock Exchange |
8.00 am on 27 September 2001 |
|
Date of delivery in CREST of New Shares to be held in uncertificated form |
8.00 am on 27 September 2001 |
|
Definitive share certificates in respect of New Shares, held in certificated form to be despatched by |
4 October 2001 |
Issue Statistics
|
Record Date for the Open Offer |
22 August 2001 |
|
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) |
3.00 pm on 18 September 2001 |
|
Latest time and date for receipt of Application Forms and payment in full under the Open Offer |
3.00 pm on 20 September 2001 |
|
Admission and commencement of dealings in the New Shares on the London Stock Exchange |
8.00 am on 27 September 2001 |
|
Date of delivery in CREST of New Shares to be held in uncertificated form |
8.00 am on 27 September 2001 |
|
Definitive share certificates in respect of New Shares, held in certificated form to be despatched by |
4 October 2001 |
Definitions
The following definitions apply throughout this announcement, unless the context otherwise requires:
|
"Admission" |
admission of the New Shares to (i) the Official List and (ii) trading on the London Stock Exchange's market for listed securities |
|
"Application Form" |
the application form relating to the Open Offer being sent to Qualifying Shareholders with the prospectus |
|
"boepd" |
barrels of oil equivalent per day |
|
"Cash Placing" |
the firm placing by Investec Henderson Crosthwaite of 44,897,959 New Shares at the Issue Price |
|
"Conditional Placing Shares" |
the New Shares other than the New Shares to be placed firm by Investec with placees upon the terms of the Placing Agreement |
|
"CREST" |
the relevant system (as defined in the Uncertificated Securities Regulations 1995 (SE 1995 No. 95/3272)) in respect of which CRESTCo Limited is the Operator (as defined in such regulations) |
|
"Dana" or the "Company" |
Dana Petroleum plc |
|
"Dana Group" or "Group" |
Dana and its subsidiaries or associates |
|
"Directors" or "Board" |
the directors of Dana |
|
"Investec" |
Investec Bank (UK) Limited |
|
"Investec Henderson Crosthwaite" |
Investec Henderson Crosthwaite, a division of Investec |
|
"Issue" |
the Placing and Open Offer and the Cash Placing |
|
"Issue Price" |
12.25p per New Share |
|
"London Stock Exchange" |
London Stock Exchange plc |
|
"New Shares" |
the 208,236,183 new ordinary shares of 1p each that are the subject of the Issue |
|
"Open Offer" |
the conditional invitation made by Investec Henderson Crosthwaite, acting as agent for the Company, to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price |
|
"Open Offer Shares" |
the 163,338,224 New Shares that are the subject of the Open Offer |
|
"Ordinary Shares" or "Existing Shares" |
ordinary shares of 1p each in the capital of Dana) |
|
"Placing" |
the placing by Investec Henderson Crosthwaite of the New Shares at the Issue Price |
|
"Placing and Open Offer" |
the placing of the Conditional Placing Shares pursuant to the Placing Agreement and the right of Qualifying Shareholders to apply for the Open Offer Shares under the Open Offer |
|
"Qualifying Shareholders" |
holders of Ordinary Shares on the Company's register on the Record Date (except for certain overseas shareholders) |
|
"Record Date" |
the close of business on 22 August 2001 |
|
"Shareholders" |
holders of Ordinary Shares in the Company |
|
"Teather & Greenwood" |
Teather & Greenwood Limited |
|
"UKLA" or "UK Listing Authority" |
the Financial Services Authority Limited in its capacity as the competent authority for the purposes of Part IV of the Financial Services Act 1986 |
|
"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland |
Investec Henderson Crosthwaite, a division of Investec Bank (UK) Limited, which is regulated by The Securities and Futures Authority Limited, is acting for Dana Petroleum plc in relation to the Placing and Open Offer and the Cash Placing and is not acting for any other person other than Dana Petroleum plc and it will not be responsible to any other person for providing the protections afforded to customers of Investec Henderson Crosthwaite or for advising on the transactions and arrangements proposed in this announcement.