Contemplated Private Placement of Common Shares
0
NOT FOR DISTRIBUTION TO U.S NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES, AUSTRALIA OR JAPAN
Wentworth Resources Limited (OSE: WRL)
Wentworth Resources Limited ("Wentworth" or the "Company") has retained ABG
Sundal Collier Norge ASA ("ABG Sundal Collier") and FirstEnergy Capital LLP
("FirstEnergy") as Joint Lead Managers and Joint Bookrunners to advise and
effect a contemplated placement of new shares directed towards accredited and
international institutional investors in such jurisdictions as permitted or
catered for by exemption rules under applicable securities laws (the "Private
Placement") after the close of Oslo Børs today, 16 February 2011.
The Private Placement will consist of up to 15,000,000 new common shares
(representing approximately 24% of the existing number of shares outstanding),
with a subscription price per share to be determined by the Company´s Board of
Directors on the basis of an accelerated book-building process. The minimum
subscription and allocation has been set to the number of shares that is the
equivalent to an aggregate purchase price of at least EUR 50,000.
The application and book-building period will start on 16 February 2011 at
17:30 (CET) and is expected to close on 17 February 2011 at 08:00 (CET) (the
"Application Period"). The Application Period may, without notice to the
applicants, close earlier and/or be extended on one or more occasions by the
Company at the Company´s sole discretion. The completion of the Private
Placement is subject to approval by the Company´s Board of Directors. The
allocation of shares and the subscription price will be determined by the
Company, at its sole discretion, following expiry of the Application Period.
Notices of allocation and payment instructions are expected to be sent to the
applicants on 17 February 2011.
The proceeds from the Private Placement are expected to be used to provide the
Company with sufficient capital to carry out its planned work activities in
Tanzania and Mozambique and for working capital purposes. In Mozambique, the
Company will be entering the second phase exploration period onshore Rovuma,
Mozambique in the first quarter of 2011 and will require additional funds for
seismic commitments, while in Tanzania, the Company has planned improvements on
its existing power plant and will be advancing studies for its downstream
petrochemical project.
To secure timely delivery of shares allocated in the Private Placement, ABG
Sundal Collier, on behalf of the Joint Lead Managers, has established the right
to borrow a number of existing and unencumbered shares, equaling the number of
shares offered in the Private Placement from certain existing shareholders in
the Company. The settlement and delivery date for the shares in the Private
Placement is expected on or about 22 February 2011, subject to receipt of
payment. The new shares that will be issued in the Private Placement will be
delivered to the existing shareholders lending the shares as good redelivery of
the borrowed shares.
A prospectus for the listing of the new shares on the Oslo Børs will be issued
after completion of the Private Placement. Following the Private Placement, the
Company may in its sole discretion decide to conduct a subsequent repair
offering of shares to existing shareholders in the Company as of 16 February
2011 that did not participate in the Private Placement and are not resident in
the US, Canada or other jurisdictions where such receipt of subscription rights
is restricted by law.
Based on the information currently available, the Company expects net loss for
Q4 2010 to be approximately US$6.2 million. The Company is not, based on the
information currently available, aware of any material developments regarding
the status of: (1) the Memorandum of Understanding with the Government of
Tanzania and the Tanzanian Petroleum Development Corporation to proceed with a
prefeasibility study into the monetization of the natural gas assets in Mnazi
Bay, (2) the six-month extension to the current exploration period for the
onshore Rovuma license, or (3) the discussions between Wentworth, TANESCO and
the Government of Tanzania aimed at reaching agreement over the long term future
structure for the Mtwara Energy Project, other than what was highlighted in the
Company´s Q3 2010 report.
For further information, please contact:
www.wentworthresources.com
Tel.: +1 403 294 1530
Robert McBean, Chairman & CEO
rpm@wentworthresources.com
Eric Fore, Finance, Investor & Public Relations Manager
etf@wentworthresources.com
Per Arne Totland
Axxept (Public Relations)
totland@axxept.no
+47 90 02 19 00
Wentworth Resources Limited is an independent oil & gas company with natural gas
production, midstream and downstream assets, and a committed exploration
programme in the Rovuma Delta Basin of Tanzania and Mozambique.
NOTICE
This information is subject to the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act.
FORWARD LOOKING INFORMATION
This news release may contain forward-looking statements including statements
relating to the Private Placement, the use of proceeds, the filing of a
prospectus and listing of new shares on Oslo Børs, the conduct of a subsequent
offering as well as certain financial information relating to Wentworth´s 2010
fourth quarter financials and certain statements regarding its operations. By
their nature, forward-looking statements are subject to numerous risks and
uncertainties, some of which are beyond Wentworth´s control. The risk factors
include, but are not limited to, the impact of general economic and market
conditions, industry conditions, volatility of commodity prices, currency
fluctuation and risks associated with the oil and gas industry (e.g. operational
risks in development, exploration and production; delays or changes in plans
with respect to exploration or development projects or capital expenditures; the
uncertainty or reserve estimates, the uncertainty of estimates and projects
relating to production, costs and expenses, health and safety and potential
delays or changes in plans with respect to exploration or development projects
or capital expenditures) that could result in changes to the terms of the
Private Placement or subsequent offering, changes in the use of proceeds of the
Private Placement, changes to the anticipated dates for the Application Period,
settlement or delivery of the shares in the Private Placement, the possibility
that the Private Placement or subsequent offering do not proceed at all, changes
to the anticipated 2010 fourth quarter financial results or changes to certain
statements regarding the status of its operations. Readers are cautioned that
the assumptions and factors discussed in this press release are not exhaustive
and that the assumptions used in the preparation of such information, although
considered reasonable at the time of preparation, may prove to be imprecise, and
as such, undue reliance should not be placed on forward-looking statements.
Results or events could differ materially from those expressed in such forward-
looking statements and, accordingly, no assurance can be given that any of the
results or events anticipated by the forward-looking statements will transpire
or occur as specified in the press release or at all. The forward-looking
statements are expressly qualified by these cautionary statements.
SELLING RESTRICTIONS
This announcement is not an offer for sale of securities in the United States.
The securities referred to herein have not been registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act") or state
securities laws, and may not be sold in the United States absent registration or
an exemption from registration under the U.S. Securities Act. Wentworth does not
intend to register any portion of the offering of the securities in the United
States or to conduct a public offering of the securities in the United States.
Copies of this announcement are not being made and may not be distributed or
sent into the United States.
This communication is directed only at persons who (i) are outside of the United
Kingdom or (ii) have professional experience in matters relating to investments
or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc") of The Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment activity
to which this communication relates is available only to relevant persons and
will be engaged in only with relevant persons.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Press Release 2011 02 16:
http://hugin.info/136496/R/1489730/425262.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Wentworth Resources Limited via Thomson Reuters ONE
[HUG#1489730]
CA9506771042
