TIDMMOIL
RNS Number : 0618S
Madagascar Oil Limited
14 March 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN
14 March 2016
MADAGASCAR OIL LIMITED
("Madagascar Oil" or the "Company")
Completion of Tranche 1 Placing
Madagascar Oil announces that, further to its announcement of 4
March 2016, setting out, inter alia, that the Independent Directors
had elected to draw down the Tranche 1 Placing, the Company has
raised US$2.0 million (gross) via the issue of 143,636,885 new
Common Shares, at a price of 1.3924 cents per Tranche 1 Placing
Share (being the equivalent of 1.00p per Tranche 1 Placing Share),
to the Relevant Lenders, as set out in the table below.
The Company confirms that no Other Major Shareholders have
elected to take up their Pro-Rata Share of the Tranche 1 Placing
Shares.
Accordingly, following Tranche 1 Admission, the shareholdings in
the Company will be as set out below:
Shareholding
following
Current Tranche
Shareholder Shareholding % 1 Admission %
BMK Resources Ltd 206,823,648 31.72% 278,642,091 35.02%
Outrider Master
Fund LP 187,790,232 28.80% 223,699,453 28.11%
John Paul Dejoria
Family Trust 42,358,657 6.50% 78,267,878 9.84%
-------------- -------- ------------- --------
Total Relevant
Lenders 436,972,537 67.01% 580,609,422 72.97%
SEP African Ventures
Limited 152,948,734 23.46% 152,948,734 19.22%
Other Shareholders 62,155,108 9.53% 62,155,108 7.81%
-------------- -------- ------------- --------
Total Common Shares 652,076,379 100.00% 795,713,264 100.00%
Pursuant to the Framework Agreement, the Company has received
Irrevocable Undertakings from the Relevant Lenders to vote any
Common Shares held by them, at the Record Date, in favour of the
Resolutions which are to be proposed at the Special General Meeting
of the Company to be held at the offices of Watson Farley &
Williams, 15 Appold Street, London, EC2A 2HB at 11.00 a.m. 31 March
2016 (the "Delisting General Meeting").
The Irrevocable Undertakings provided by Relevant Lenders apply
to all Common Shares held by them at the Record Date for voting
(being 11.00 a.m. on 29 March 2016) at the Delisting General
Meeting, totalling, following Tranche 1 Admission, 580,609,422
Common Shares, representing approximately 73.0 per cent. of the
enlarged share capital of the Company.
Related Party Transaction
The participation of BMK and Outrider in the Tranche 1 Placing
constitutes a related party transaction under AIM Rule 13 of the
AIM Rules for Companies.
Accordingly, the Independent Directors, as defined by the AIM
Rules for the purposes of AIM Rule 13 (being Robert Estill, Michael
Duginski and Iain Patrick), having consulted with the Company's
nominated adviser, Strand Hanson Limited, consider that the
participation of the BMK and Outrider in the Tranche 1 Placing is
fair and reasonable insofar as the Company's Shareholders are
concerned.
Total Voting Rights
Application has been made to the London Stock Exchange for
Tranche 1 Admission to become effective at 8.00 a.m. on 17 March
2016. Following Tranche 1 Admission, the Company will have
795,713,264 Common Shares in issue.
This will be the total number of voting rights in the Company
following Tranche 1 Admission and may be used by Shareholders as
the denominator for the calculations by which they determine if
they are required to notify their interest in, or change to their
interest in, the Company under the Disclosure and Transparency
Rules.
All capitalised terms used herein shall have the same meaning,
unless stated or the context requires otherwise, as given to them
in the Circular dispatched to Shareholders on 11 March 2016 which
is available on the Company's website at www.madagascaroil.com.
- ENDS -
Contact Information:
Robert Estill - Chief Executive
Officer
Stewart Ahmed - Chief Operating
Officer
Gordon Stein - Chief Financial +44 (0) 20 3356
Officer 2731
Strand Hanson Limited - Nominated
& Financial Adviser
Stuart Faulkner
Angela Hallett +44 (0) 20 7409
James Dance 3494
Jefferies International Limited
- Strategic Advisor +44 (0) 20 7029
Richard Kent 8102
VSA Capital Limited - Joint broker
Andrew Monk
Andrew Raca +44 (0) 20 3005
Justin McKeegan 5000
Mirabaud Securities LLP - Joint
broker +44 (0) 20 7878
Rory Scott 3360
Camarco - PR
Billy Clegg +44 (0) 20 3757
Georgia Mann 4980
This information is provided by RNS
The company news service from the London Stock Exchange
END
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