/NOT FOR DISTRIBUTION IN OR INTO THE U.S. OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION MAY BE PROHIBITED BY APPLICABLE
CALGARY, Sept. 14, 2012 /CNW/ - Griffiths Energy International Inc.
("Griffiths Energy" or the "Company") is pleased to announce it has
arranged financing via a US$173.6 million pre-IPO convertible bond due
2017 ("Bonds"). RBC Capital Markets, Nomura International plc and First
Energy Capital Corp. acted as Joint Placing Agents on the offering.
"We are very pleased to have completed this capital raise for US$173.6
million. These funds will enable us to simultaneously bring our Badila
and Mangara fields into production early 2013, in line with our first
oil commitments to the Government of Chad and strongly position
Griffiths for our upcoming IPO," stated Gary Guidry, President and
Chief Executive Officer
Details regarding new capital
The Bonds are unsecured and unsubordinated obligations of the Company
with a final maturity date of 30 September 2017. The Bonds initially
pay a coupon of 12% per annum, capitalised prior to an IPO. Following
an IPO, the coupons will be paid in cash at the prevailing rate. The
conversion price of the Bonds has been set at US$6.07 per common share
of the Company.
This fundraising has demonstrated strong support from existing
shareholders of the Company with new strategic and institutional
investors underpinning the value proposition of the Griffiths growth
Proceeds of the issue will be used to advance the Company's operations
in the Republic of Chad. In particular, development drilling at the
Mangara and Badila oil fields and to complete a tie-in to the
Chad-Cameroon Export Pipeline to commence first production. Upon
closing of the Bonds, the Company will have sufficient flexibility
around its current capital program and will continue to plan for an IPO
in the future.
About Griffiths Energy International Inc.
Based in Canada, Griffiths Energy is an international exploration and
development Company focused on oil and gas exploration, development and
production activities in the Republic of Chad, Africa. In 2011, the
Company acquired the PSCs from the government of the Republic of Chad.
These PSCs provide exclusive rights to explore and develop reserves and
resources over a combined area of 26,103 km2 in southern Chad. The PSCs cover two world class oil basins with
development opportunity, oil discoveries, and numerous exploration
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN (INCLUDING THE BONDS
AND THE COMMON SHARES) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
THE LAWS OF ANY STATE WITHIN THE UNITED STATES, AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF
U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT), EXCEPT IN A TRANSACTION NOT SUBJECT TO, OR PURSUANT TO
AN APPLICABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OR ANY STATE SECURITIES LAWS. NO OFFERING OF THE BONDS
OR THE COMMON SHARES IS BEING MADE, AND THERE WILL BE NO PUBLIC OFFER
OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.
This announcement is directed only at persons (i) who are outside the
United Kingdom or (ii) who have professional experience in matters
relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order") or (iii) who fall within Article 49(2)(a) to (d)
of the Order or (iv) to whom this Announcement may otherwise be
directed without contravention of section 21 of the Financial Services
and Markets Act 2000 (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not
be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged only with
FORWARD LOOKING STATEMENTS
Certain of the information contained in this press release constitutes
forward-looking statements under applicable securities law. Any
statements that are contained in this press release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking statements are often identified by terms
such as "may", "should", "anticipate", "expects", "seeks" and similar
expressions. Specific forward-looking statements included in this press
release include comments related to the use of proceeds of the
SOURCE: Griffiths Energy International Inc.
For further information:
President and Chief Executive Officer
Griffiths Energy International Inc.
Chief Financial Officer
Griffiths Energy International Inc.