/THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM THE UNITED STATES OF AMERICA,
AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES OF
AMERICA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
This announcement is solely the responsibility of the Company and its
directors. Neither JPMorgan Cazenove Limited ("JPMorgan Cazenove"), nor
Tristone Capital Inc. ("Tristone"), nor any of their respective
subsidiaries, directors, employees or agents accept any liability
whatsoever for the accuracy of any information or opinions contained in
this announcement or for the omission of any material information, for
which they are not responsible.
LONDON, Dec. 11 /CNW/ - Serica Energy plc ("Serica", or the "Company")
announces an offering of Ordinary Shares of Serica ("the offering") which will
be offered for sale by way of a private placement in the United Kingdom and
pursuant to a short form prospectus in the Canadian provinces of British
Columbia, Alberta, Saskatchewan, Manitoba and Ontario. A receipt has been
received by Serica for the preliminary short form prospectus filed on December
The offering consists of new Ordinary Shares by the Company. Pricing is
expected to take place on or about December 12, 2007. The Company's intended
use of proceeds from the offering of Ordinary shares is to support its
exploration and field appraisal drilling programmes in 2008/9 in South East
Asia, the UK, Norway, Spain and Ireland.
JPMorgan Cazenove is sole financial adviser, sole bookrunner, joint
underwriter and co-manager for the offering. Tristone is acting as joint
underwriter and co-manager for the offering. JPMorgan Cazenove and Tristone
have agreed, subject to the terms and conditions of a placing agreement
between JPMorgan Cazenove, Tristone and Serica (the "Placing Agreement"), to
use their reasonable endeavours to procure subscribers for the Ordinary
Due to the intended size of the placing, shareholder approval will be
sought to disapply (under section 95 of the Companies Act 1985), statutory
rights of pre-emption. Accordingly, a circular is expected to be sent to the
Company's shareholders shortly to convene an extraordinary general meeting
("EGM") at which a special resolution will be proposed to disapply these
statutory pre-emption rights and ordinary resolutions will be proposed to
increase the Company's authorised share capital and confer authority to allot
the new Ordinary Shares. Completion of the placing is also subject to certain
customary conditions, including regulatory approval from the relevant
securities regulators in Canada, and on the terms of the Placing Agreement
becoming unconditional in all respects.
Further information on Serica Energy plc
Serica Energy plc is an international oil and gas exploration and
production company with activities focussed on Western Europe and South East
Asia and has operations in the UK North Sea, Norway, Ireland, Spain, Indonesia
and Vietnam. Serica is a publicly-traded company and its Ordinary Shares are
listed on the AIM market of the London Stock Exchange and in Toronto, Canada
on the TSX Venture Exchange with the share symbol "SQZ" on both markets.
Each of JPMorgan Cazenove and Tristone is acting exclusively for the
Company as joint underwriters and co-managers and no one else in relation to
the offering and will not be responsible to any other person (whether or not
such person is in receipt of this announcement) for providing the protections
afforded to its customers or for advising any other person in relation to the
offering or any transaction or arrangement referred to herein.
This announcement and the information contained herein is not for
publication or distribution to persons into or from the United States of
America, Australia or Japan or in any jurisdiction in which such publication
or distribution is unlawful.
In the United Kingdom, this announcement is directed only at (A) persons
who (i) have professional experience in matters relating to investments and
who are investment professionals (within the meaning of Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005) and
(ii) are "qualified investors" (within the meaning of section 86(7) of the
Financial Services and Markets Act 2000) or (B) to whom information in
connection with the promotion of the offering may otherwise be lawfully
communicated (persons falling within (A) and (B) being ("Relevant Persons").
This announcement, in so far as it constitutes an invitation or inducement to
participate in the proposed offering or otherwise, must not be acted on or
relied on by persons who are not Relevant Persons. Any investment or
investment activity in so far as relating to participation in the proposed
offering is available only to Relevant Persons and will be engaged in only
with Relevant Persons.
The making of an offer (including the proposed offering) in certain
jurisdictions or to residents who are citizens of certain jurisdictions
("Foreign Persons"), may be restricted by laws or regulations of the relevant
jurisdictions. Foreign Persons should inform themselves about and observe any
such applicable legal requirements in their respective jurisdiction.
This announcement does not constitute an offer to sell or issue, or
constitute the solicitation of an offer to acquire or buy, any ordinary shares
to any Foreign Persons to whom it is unlawful to make such offer or
solicitation in such jurisdiction.
The securities offered have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any State or other jurisdiction of
the United States and, accordingly, may not be offered or sold in the United
States unless registered under the Securities Act or pursuant to an exemption
from such registration. No regulatory authority has passed upon or endorsed
the merits of the offering of the securities or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal offence in
the United States.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE
For further information:
For further information: Serica Energy Plc, Paul Ellis, Chief Executive
Officer, +44 (0)20 7487 7300; Chris Hearne, Chief Financial Officer, +44 (0)20
7487 7300; JPMorgan Cazenove Limited (NOMAD to the Company), Steve Baldwin,
+44 (0)20 7588 2828; Tristone Capital Limited, Simon Ashby-Rudd, +44 (0)20
7355 5871; Tristone Capital Inc., Josh Woitas, (403) 539-8537; Pelham Public
Relations, Alisdair Haythornthwaite, +44 (0)20 7743 6676