£258.52m
0.000p
985.00p
Valiant Petroleum PLC
13 March 2008
THIS ANNOUNCEMENT OR ANY COPY OF IT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED
ARAB EMIRATES OR ANY OTHER MEMBER STATE OF THE GULF COOPERATION COUNCIL ("THE
GCC"), AUSTRALIA, CANADA, SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN
SWITZERLAND OR ANY OTHER JURISDICTION WHERE IT MAY BE UNLAWFUL TO DO SO OR TO A
RESIDENT, NATIONAL OR CITIZEN OF THE UNITED STATES, THE UNITED ARAB EMIRATES OR
ANY OTHER MEMBER OF THE GCC, AUSTRALIA, CANADA, SOUTH AFRICA, THE REPUBLIC OF
IRELAND, JAPAN, SWITZERLAND OR ANY OTHER JURISDICTION WHERE IT MAY BE UNLAWFUL
TO DO SO. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES, SECURITIES CANNOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION.
This document is not a prospectus but an announcement. This announcement is not
an offer of securities for sale into any jurisdiction. Investors should not
subscribe for any transferable securities referred to in this announcement
except on the basis of information contained in the AIM admission document to be
issued today.
Valiant Petroleum plc ('Valiant' or the 'Company')
13 March 2008
Admission to AIM & First Day of Dealing
Valiant Petroleum plc is today pleased to announce that its shares have been
admitted to trading on AIM and dealings will commence at 8.00 AM under the
ticker symbol: VPP.
The listing on AIM was carried out in conjunction with an equity fundraising of
£50 million which was significantly oversubscribed.
Valiant intends to use the funds raised on AIM, along with existing debt
facilities, to reach first production on the West Don and Don South West fields,
fund the 2008 drilling program and the approved 2008 budgets for Crawford and
Causeway.
Placing Statistics
- Placing price (per share): £7.50
- Number of Placing Shares: 6,666,667
- Number of Ordinary Shares in issue immediately following Admission: 26,245,398
- Expected market capitalisation immediately following Admission : £196.8
million
Valiant is an upstream oil and gas company formed in September 2004 to focus on
opportunities in the northern North Sea. The Company has built a portfolio of
development, appraisal and exploration assets in the northern North Sea - an
area which its Directors believe has previously been under-exploited and which
they believe contains significant remaining hydrocarbon resources which can be
quickly and profitably developed utilizing extensive existing infrastructure.
Valiant is currently in the process of developing four separate fields - the
first two of which, West Don and Don South West, already have field development
plans submitted to the UK Government targeting first production in the first
half of 2009. Once on-stream, production from these two Petrofac-operated fields
is expected to reach a peak in excess of 10,000 barrels of oil per day net to
Valiant during 2009.
During 2008, Valiant also anticipates the submission of field development plans
for Valiant's other development fields, Crawford and Causeway, and the drilling
of three exploration prospects in the northern North Sea which, if successful,
could materially increase the Company's reserve and resource base.
The Competent Person's Report, prepared by RPS Energy Limited in connection with
the AIM admission, assesses Valiant's proved and probable reserves (2P) at 23.1
MMstb and contingent resources (2C) at 15.7 MMstb.
In addition to the £50 million of equity raised in conjunction with its AIM
listing, Valiant previously raised c.£63 million of equity with institutional
investors and $245 million of debt facilities provided by the Bank of Scotland
plc.
Valiant's experienced management team is led by Non-Executive Chairman, Gordon
Stollery, Peter Buchanan (CEO), Steven Edgley (FD) and Non-Executive Directors;
Sandra Shaw, Kevin Lyon and Michael Bonte-Friedheim. The Company, based in
Woking, employs a total of 16 people and has both strong in-house technical
skills and commercial capabilities.
Oriel Securities Limited acts as Nominated Adviser and Broker and Tristone
Capital Limited acted as Global Bookrunner and Broker to the Company. Tristone
Capital Limited will participate in the Placing in an amount that will represent
less than 0.19% of the Placing Shares.
Peter Buchanan, Valiant Petroleum's Chief Executive Officer said:
"We are extremely pleased with the results of our oversubscribed fundraising and
listing on AIM - especially given recent volatility in the global equity
markets. The fundraising and listing on AIM will support our goal of building a
balanced asset portfolio in the North Sea and creating shareholder value. In
addition to welcoming our new shareholders, we would also like to thank our
existing shareholders for showing ongoing support for the Company as we grow."
For further information, please contact:
Valiant Petroleum plc www.valiant-petroleum.com
Peter Buchanan, Chief Executive Officer +44 (0)1483 755 666
Steve Edgley, Finance Director
Nick Ingrassia, Investor Relations
Oriel Securities Limited (NOMAD, Broker) www.orielsecurities.com
Scott Richardson Brown +44 (0) 20 7710 7600
Luke Webster
Tristone Capital Limited (Broker) www.tristonecapital.com
Majid Shafiq +44 (0) 20 7355 5800
Aquila Financial Limited (PR) www.aquila-financial.com
Peter Reilly +44 (0) 118 979 4100
Notes to Editors:
Website: www.valiant-petroleum.com
Board and Senior Management
Gordon Stollery, Non-Executive Chairman
Gordon has over 30 years of experience founding and managing energy companies.
He is currently Chairman of AGS Resource Management Limited and up to 31 January
2008 was President and Chief Executive Officer of Highpine Oil & Gas Limited
("Highpine"), an Alberta-based Canadian Toronto Stock Exchange listed public oil
and gas company that he founded in 1998. Prior to Highpine, Gordon was Chairman
of Northstar Energy Corporation from 1997 to 1998 and Chief Executive Officer of
Morrison Petroleum Limited from 1980 to 1997. Gordon also co-founded OGY
Petroleum Limited, Storm Energy Limited and Ballistic Energy Limited, which were
all at one time Canadian public companies. Gordon is also currently a director
of Pacific Rodera Limited, a Canadian public company listed on the Toronto
Venture Exchange. Gordon is also a director of a number of private companies.
Peter Buchanan, Chief Executive Officer
Prior to founding Valiant in 2004, Peter was a director for Oil and Gas at The
Royal Bank of Scotland, with specific responsibility for North Sea structured
finance. During his five years in banking, Peter was involved in several hundred
million pounds of debt, mezzanine and equity fundings primarily to UK
independent oil and gas companies. As a result of various equity investments,
Peter represented the bank on several boards.
Before moving into banking, Peter had a career spanning 12 years in the oil
industry where he held senior technical and managerial roles with companies such
as CogniSeis Development Inc. (now Paradigm Geophysical Limited), Oil Search
Limited and Premier Oil plc. Much of this time was spent in South East Asia
(including Papua New Guinea and Myanmar) where he was partly responsible for
several significant oil and gas discoveries.
After completing an MSc at Imperial College in structural geology in 1986, Peter
started his career with BP working with their research function during which
time he completed a PhD which was later complemented by a Diploma in Applied
Finance and Investment with the Securities Institute of Australia.
Steven Edgley, Finance Director
Steven has spent 20 years in commercial and investment banking predominantly
within the hydrocarbon sector. In 1995, Steve joined The Royal Bank of Scotland
as Head of Oil and Gas, Structured and Project Finance. In 2003, Steven moved to
Caledonia Oil and Gas Limited ("Caledonia") as Finance Director. Caledonia was a
private independent oil and gas company focused on the UK southern North Sea. In
November 2005, Caledonia was sold to E.ON Ruhrgas UK Holdings Limited for £470
million.
Sandra Shaw, Non-Executive Director
Sandy is a qualified lawyer (UK and US) and has hands-on experience with 29
years in the oil and gas industry, in which time she has held senior positions
amongst executive teams while acting as legal counsel and/or commercial advisor.
She has worked for companies including Consort Resources Limited, LASMO plc (in
both of which she held directorships), Esso Petroleum Company Limited, Marathon
Oil UK Limited and Mobil Oil Company Limited. She has handled six private equity
subscriptions raising in excess of £160 million, along with having led a £200
million trade sale through to final negotiations. Sandy continues to act as a
legal consultant (since 2004), latterly to private practice providing commercial
and legal services to oil and gas companies worldwide, including the Group.
Kevin Lyon, Non-Executive Director
Kevin qualified as a Chartered Accountant in 1985 and after two years in
merchant banking, joined the private equity and venture capital business, 3i
plc, in 1988. While with 3i, Kevin built and developed several successful
investment teams across the UK and led transactions in a wide range of sectors,
many leading to profitable exits or successful stock exchange listings. He left
in 2004 to build a portfolio of non-executive interests and is currently
Chairman of MK One Limited, a retailer of ladies clothing; Mono Global Group
Limited, an infrastructure support services company to the telecoms sector;
Wyndeham Press Group Limited, a printing and communications group; Julian Graves
Limited, retailer of specialist ingredients and luxury snacks and is a
non-executive director of Booker plc, a wholesale cash and carry business, which
listed on AIM in June 2007.
Michael Bonte-Friedheim, Non-Executive Director
Michael is a banker by background having been in a number of senior positions
within Credit Suisse First Boston, Morgan Stanley International Limited and up
to August 2006 as managing director in the Energy & Power Team at Goldman Sachs
International Limited. Michael is currently the non-executive chairman of
Mediterranean Oil and Gas plc, a UK AIM-listed stock focused on E&P
opportunities in and around the Mediterranean.
Senior Management (non-Board)
Justin Morrison, Exploration and New Ventures Manager
Justin has spent over 20 years in the industry with independent oil companies
(Burren Energy plc, Canadian Natural Resources International (UK) Limited
("CNR"), Ranger Oil (UK) Limited ("Ranger"), British Gas plc and Ultramar
Limited) with activities covering new business, exploration, development and
enhanced oil recovery. During 2003 to 2007, Justin was exploration manager for
Burren Energy plc when the company drilled over 140 wells. Prior to this, Justin
was Cote d'Ivoire exploration manager for Ranger/CNR responsible for the Baobab
discovery and Espoir re-development. Other projects included the Nile Delta
exploration campaign with British Gas plc and the Franklin, Markham, and Ross
field appraisal/developments for Ultramar Limited.
Brian Elliot, Operations Director
Brian has over 20 years' North Sea and international experience in offshore
development projects and operations. He provides expertise in project execution
and facilities engineering and has completed major fast track FPSO, subsea and
fixed platform developments (Dumbarton, Bohai Bay, Leadon) and facilities
management (Gryphon and Janice fields). Brian was development manager for
Kerr-McGee China Petroleum Limited and head of projects for Maersk Oil UK
Phil Crookall, Technical Director
Philip has 20 years' industry experience with both independent international oil
companies and consultancy groups (Hamilton Brothers Oil and Gas Limited,
Ultramar Limited, LASMO plc, Hardy Oil and Gas plc, Scott Pickford Limited,
Paradigm Geophysical Limited). Philip has operational expertise in development
geology and petrophysics. Philip has managed multi disciplinary projects through
specification, execution and delivery stages in UKCS, Middle East, West Africa
and South East Asia. Philip is responsible for all technical aspects of
Valiant's asset register, and management of reserve audits.
Gavin Milne, Financial Controller
Gavin began his career in Aberdeen with BP specializing in offshore drilling and
well cost analysis before becoming the management accountant for the BP Wytch
Farm asset in 1995. Gavin relocated to London in 1997 and has filled a number of
key roles implementing accounting and business systems across a number of
emerging oil and gas companies in the upstream sector, including Highland Energy
Ltd and Caledonia Oil and Gas Limited. Gavin is also the Company Secretary of
the Company.
Nicholas Ingrassia, Corporate Development Manager / Investor Relations
Immediately prior to joining Valiant, Nick spent two years at Morgan Stanley in
its Energy Investment Banking Division with a primary focus on delivering
products and corporate finance advice to companies active in-and-around the
upstream sector. Previous to that, Nick was at The Royal Bank of Scotland where
he spent four years on the Oil & Gas Project and Structured Finance team. During
his time there, Nick worked on a wide range of structured debt facilities for a
number of North Sea E&P companies including Venture Production plc, Paladin
Resources plc, Oilexco Inc and Caledonia Oil and Gas Limited.
Asset Portfolio Overview
Valiant has a portfolio of assets located in the UK northern North Sea. The
Company's key assets include:
€40 per cent. interest in the Don SW development (Block 211/18a Don SW
Area). The FDP, which has been submitted to BERR for consent, includes four
wells (two producers and two water injectors) tied back sub-sea to the
Northern Producer floating production facility with first oil targeted in
the first half of 2009.
€26.88 per cent. interest in Block 211/18a West Don Area and a 17.275 per
cent. unit interest in the West Don development which straddles Blocks 211/
18a West Don Area and 211/13b. The FDP, which has been submitted to BERR for
consent, includes an initial three wells (two producers and one water
injector) tied back sub-sea to the Northern Producer FPF, with first oil
targeted in the first half of 2009.
€29 per cent. interest in the Crawford development (Block 9/28a (Rest of
Block including Crawford field)). A successful well (9/28a-18) drilled in
2007 confirmed a Triassic oil bearing reservoir and discovered new oil in
the Tertiary sandstones. The development options are under review with
submission of an FDP anticipated in 2008 and first oil targeted for 2010.
Further drilling, fracture stimulation and testing may occur in 2008 to
quantify the upside potential in the area.
€14 per cent. interest in the Causeway development (Blocks 211/22a South
East Area and 211/23d). The development options are under review with
submission of an FDP anticipated in 2008, subject to which first oil is
targeted for 2009 or 2010. Further appraisal and development drilling has
been budgeted for 2008.
€50 per cent. interest in the Banquo discovery (Block 211/8a) where the
211/08-2 well drilled in 1987 tested over 6,000 bopd from Triassic
sandstones. Reprocessing of existing 3D seismic data was completed in 2007
with the interpretation ongoing and a potential appraisal well may be
drilled in 2009.
•Three exploration wells are planned in 2008 including the Globe, Prospero
and Bourbon prospects. An equity interest of 50 per cent. in the Globe
prospect in Blocks 9/22 & 9/23c is expected to be acquired pursuant to a
farm-in agreement dated 17 January 2008 with Granby and Century. Transfer of
the interest to Valiant is subject to BERR consent, and is subject to
reversion if farm-in commitments are not met by Valiant. Valiant has a 50
per cent. equity interest in the Prospero prospect (Blocks 211/18c & 211/17
northern area) and a 50 per cent. equity interest in the Bourbon prospect
(211/17 southern area) in which Valiant has agreed (pursuant to a farm-out
agreement dated 8 November 2007 with Petrofac Energy Developments Limited
and Fox Energy Exploration Ltd ("Fox")) to farm out a 20 per cent. equity
interest to Fox in this area, as a result of which, Valiant will bear 11 per
cent. of total well costs.
•A significant portfolio of eight high graded prospects and 11 other
prospects with further exploration drilling anticipated in 2009 and beyond.
No offer or invitation to purchase or subscribe for shares is being made at this
time. This document does not constitute or form part of any offer or invitation
to sell, allot or issue or any solicitation of any offer to purchase or
subscribe for any securities in any jurisdiction, nor shall it (or any part of
it) or the fact of its distribution form the basis of or be relied upon in
connection with, or act as any inducement to enter into any contract or
commitment for securities.
Any such offer or invitation will be made solely in or by reference to the AIM
admission document to be published in due course and any acquisition of shares
in the Company should be made only on the basis of the information contained in
the AIM admission document. The information contained herein is for information
purposes only.
This announcement is the sole responsibility of the Company. No undertaking,
representation, warranty or other assurance, express or implied, is made or
given by or on behalf of the Company, Oriel Securities Limited ("Oriel"), the
Company's nominated adviser and broker or Tristone Capital Limited ("Tristone"),
the Company's broker, or any of their respective affiliates or any of such
persons' directors, officers, partners, employees, agents or advisers or any
other person as to or in relation to the accuracy or completeness of this
announcement and no responsibility or liability is accepted by any of them for
any such information or opinions or for any errors, omissions, misstatements,
negligence or otherwise for any other communication written or otherwise.
Notwithstanding the aforesaid, nothing in this paragraph shall exclude liability
for any undertaking, representation, warranty or other assurance made
fraudulently or which cannot be excluded under the law of the applicable
jurisdiction.
Oriel and Tristone, which are authorised and regulated in the United Kingdom by
the Financial Services Authority, are advising the Company and no one else in
connection with the proposed placing and admission to AIM ("Placing and
Admission") and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Oriel and Tristone (save, in
relation to persons resident in a member state of the European Economic Area
("EEA"), as may be required to satisfy their obligations to persons who are
"professional clients" or "eligible counterparties" within the meaning of
Article 4(1)(11) and Article 24 (2), (3) and (4), respectively, of Directive
2004/39/EC ("MiFID")) nor for providing advice in relation to the Admission and
the Placing or any other matter referred to in this announcement.
The distribution of this announcement in certain jurisdictions may be restricted
by law. No action has been taken by the Company, Oriel or Tristone that would
permit an offer of shares or possession or distribution of this announcement or
any other offering or publicity material relating to the Placing and Admission
in any jurisdiction where action for that purpose is required. Persons into
whose possession this announcement comes are required by the Company, Oriel and
Tristone to inform themselves about, and observe, any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Neither Oriel nor Tristone has approved (for the purposes of section 21 of the
Financial Services and Markets Act 2000 ("the FSMA")) the contents of, or any
part of, this announcement. Members of the general public are not eligible to
take part in the Placing. This announcement is only being addressed to and
directed at persons who have professional experience in matters relating to
investments and:
(a) in the United Kingdom, persons who are: (i) a "qualified investor" within
the meaning of Section 86(7) of FSMA; and (ii) a "professional client" or an
"eligible counterparty" within the meaning given in COBS 3.5.1 and COBS 3.6.1,
respectively, of the FSA Conduct of Business Sourcebook as at 1st November 2007;
and (iii) who have professional experience in matters relating to investments
falling within Article 19(5) of the United Kingdom Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or
are high net worth companies, unincorporated associations etc. falling within
Article 49(2) of the Order; or
(b) in other member states of the EEA, persons who are: (i) a "qualified
investor" within the meaning of Article 2(1)(e) of the Prospectus Directive
(Directive 2003/71/EC); and (ii) a "professional client" or an "eligible
counterparty" within the meaning of Article 4(1)(11) and Article 24 (2), (3) and
(4), respectively, of MiFID; or
(c) in any other country, territory or possession, persons to whom it is
otherwise lawful to address it to and direct it at.
The securities to be offered in connection with the proposed Placing and
Admission have not been, and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act") or under the
securities legislation of any state of the United States. The relevant
clearances have not been, and will not be, obtained from the Securities
Commission of any province or territory of Canada; no document in relation to
the proposed Placing and Admission has been, or will be, lodged with, or
registered by The Australian Securities and Investments Commission; and no
registration statement has been, or will be, filed with the Japanese Ministry of
Finance in relation to the proposed Placing and Admission or the securities to
be offered in the proposed Placing and Admission. Accordingly, the securities to
be offered in the proposed Placing and Admission may not, directly or
indirectly, be offered or sold into or within the United States, Canada,
Australia, South Africa, the Republic of Ireland, Japan or any other
jurisdiction where it may be unlawful to do so (except in accordance with
applicable securities laws) or offered or sold to a resident of the United
States, Canada, Australia, South Africa, the Republic of Ireland, Japan or any
other jurisdiction where it may be unlawful to do so (except in accordance with
applicable securities laws).
Information contained in this announcement may include "forward-looking
statements". All statements other than statements of historical facts included
in this announcement including, without limitation, those regarding the
Company's financial position, business strategy, plans and objectives of
management for future operations (including development plans and objectives
relating to the Company's business) are forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important facts that could cause the actual results, performance or
achievements of the Company to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Company's present and future business strategies and the
environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this announcement. The
Company expressly disclaims any obligations or undertaking to disseminate any
updates or revisions to any forward-looking statements contained in this
announcement to reflect any changes in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.
Information contained in this announcement cannot be relied upon as a guide to
future performance.
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