/NOT FOR DISTRIBUTION TO NEWS WIRE SERVICES OR FOR DISSEMINATION OUTSIDE OF CANADA/
CALGARY, May 7, 2013 /CNW/ - Griffiths Energy International Inc., which is anticipated to be renamed "Caracal Energy Inc." upon ratification of such name by shareholders at its Annual and Special Meeting on May 22, 2013, ("Caracal Energy" or the "Company") is pleased to announce that it has filed a preliminary long form prospectus (the "Prospectus") dated May 7, 2013, with the securities commissions of each of the provinces of Canada, except Québec, in connection with an initial public offering of its common shares (the "Canadian IPO").
The Canadian IPO is being made through a syndicate of underwriters co-led by RBC Dominion Securities Inc. and Barclays Capital Canada Inc. and including Canaccord Genuity Corp. and FirstEnergy Capital Corp. The Canadian IPO will be priced in the context of the market and will be offered in all provinces of Canada, except Québec.
Concurrently with the closing of the Canadian IPO, the Company will complete an initial public offering of certain of its common shares to certain institutional and professional investors in the United Kingdom, in the member states of the European Economic Area, in the United States and other jurisdictions outside of Canada (the "Global Offer"). The Global Offer will be made through a syndicate of underwriters co-led by RBC Europe Limited and Barclays Bank PLC and including Canaccord Genuity Limited and FirstEnergy Capital LLP. The Global Offer will be priced concurrently with the Canadian IPO at the same offer price.
The Company intends to apply to the United Kingdom's Financial Conduct Authority (the "FCA") for its common shares to be admitted to the premium listing segment of the Official List of the FCA and to the London Stock Exchange plc (the "LSE") for its common shares to be admitted to trading on the LSE's main market for listed securities (collectively, "Admission").
The Prospectus notes that an investment in the common shares of the Company is speculative and involves a high degree of risk. The Company's business is subject to the risks normally encountered in the oil and natural gas industry as well as many additional risks associated with conducting oil and gas operations in the Republic of Chad, a developing country in Africa. An investment in the common shares of the Company is suitable only for those investors who are willing to risk a loss of some or all of their investment. For more information, potential investors should read the Prospectus, including the "Risk Factors." A copy of the Prospectus is available on the SEDAR website at www.sedar.com.
About the Company
Based in Canada, the Company is an independent oil and gas exploration, appraisal and development company with exclusive rights to explore and develop oil and gas reserves and resources over an area of approximately 26,103 square kilometres (6.4 million acres) in southern Chad. This area is comprised of three Contractual Zones, the rights to which were granted to the Company in 2011 pursuant to production sharing contracts that it entered into with the Government of Chad.
Information in this press release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to our future outlook and anticipated events or results and may include statements regarding the business strategy and plans and objectives. Particularly, statements regarding the approval of the name change of the Company by shareholders, the Admission, as well as those relating to the completion of the Canadian IPO and Global Offer are forward-looking statements. Forward-looking information contained in this press release is based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While we may elect to, we are under no obligation and do not undertake to update this information at any particular time except as required by applicable securities law.
The Prospectus is still subject to completion or amendment. There will not be any sale or acceptance of an offer to buy the common shares of the Company under the Prospectus until a receipt for the final prospectus has been issued. This press release is not for distribution, directly or indirectly, in or into the United Kingdom, the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction outside Canada. This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United Kingdom, the United States or any other jurisdiction outside of Canada. The securities offered pursuant to the Prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state of the United States and may not be offered or sold within the United States. There will be no public offer of securities in the United States.
No securities regulatory authority has either approved or disapproved of the contexts of this press release.
SOURCE: Griffiths Energy International Inc.
President and Chief Executive Officer
Chief Financial Officer
Alan Bayless, 604-694-6035
Joel Shaffer, 416-649-8006