Highlights

  • Proposed Placing of up to 7,234,347 new ordinary shares

  • Placing proceeds to give SOCO additional funds for its major development, appraisal and exploration programmes over the next 12 months


    • Development/appraisal drilling in Block 16-1 Vietnam targeting production of approximately 100,000 barrels of oil per day (“BOPD”), with an initial 50,000 BOPD to come onstream mid-2011

    • Five to six high impact exploration wells in the Democratic Republic of Congo (Kinshasa) and Republic of Congo (Brazzaville) targeting a potential recoverable reserve base exceeding 700 million barrels


  • Placing also strengthens the Company’s financial position prior to May 2010 potential Bond redemption


    • Over $300 million in cash and liquid investments at 31 December 2009


Ed Story, Chief Executive, commented:
“SOCO is in an exceptionally strong position with a significant amount of cash balanced by major development and exploration potential. We are now moving in to the appraisal stage on Block 16-1 offshore Vietnam, which could generate production of a 100,000 BOPD. Within Africa we are at the early stages of exploring a potentially prolific asset base.
Today’s placing gives us the financial flexibility to exploit fully our asset base whilst meeting all of our mid-term financial commitments.“

ENQUIRIES:

SOCO International plc
Roger Cagle, Deputy Chief Executive and Chief Financial Officer
Tel: 020 7747 2000
BofA Merrill Lynch
Andrew Osborne
Tel: 020 7628 1000
J. P. Morgan Cazenove Limited
Colin Carscadden
Tel: 020 7588 2828
Pelham Public Relations
James Henderson Tel: 020 7337 1500
Evgeniy Chuikov Tel: 020 7337 1513

SOCO International plc ("SOCO" or the "Company") today announces its intention to conduct an accelerated bookbuild, non pre-emptive placing (the "Placing") of up to 7,234,347 new ordinary shares of 20 pence each in the capital of the Company (the "Placing Shares"). The Placing Shares will represent a maximum of approximately 9.6 per cent. of the Company’s existing issued ordinary share capital.

BofA Merrill Lynch ("BAML") and J.P. Morgan Cazenove Limited ("JPMC") are acting as joint bookrunners to the Placing. The number of Placing Shares and the price at which the Placing Shares are to be placed (the "Placing Price") are subject to agreement between SOCO, BAML and JPMC at the close of the book-building process and will be announced by the Company as soon as practicable thereafter.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 20 pence each in the capital of the Company (“Ordinary Shares”), including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.

The Company will apply for admission of the Placing Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc’s main market for listed securities ("Admission"). It is expected that Admission will take place and that trading in the Placing Shares will commence on 25 January 2010.

The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional upon the Placing Agreement between the Company, Merrill Lynch International, JPMC and J.P. Morgan Securities Ltd. becoming unconditional and not being terminated.
The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing.

Background to the Placing

SOCO is an international oil and gas exploration and production company that listed on the London Stock Exchange in 1997. The Company is headquartered in London and a constituent of the FTSE 250 Index. The Company has interests in Vietnam, Thailand, the Republic of Congo (Brazzaville), the Democratic Republic of Congo (Kinshasa) and Angola, with production operations in Vietnam and Thailand.

SOCO has been successful in applying its strategy of recognising opportunity, capturing potential and realising value in a number of ventures in Asia, the Middle East and Africa. The focus is on early identification of high potential unexplored or under explored projects in known hydrocarbon basins to which the Company adds value, maturing them as cornerstones of the Company’s portfolio or divesting them after exploitation to provide funds for investment in other ventures with higher potential.
Despite the unconventional nature at the time of exploring for oil in basement reservoirs, SOCO recognised the opportunity for a low cost early entry into such projects and the scale of the upside potential should the opportunities result in discoveries. Thus Yemen became one of the first such ventures providing a cornerstone to the asset portfolio from the first day of listing and is a good example of the Company locking in returns once the Company’s ability to add further significant value began to diminish. In April 2008, the Company completed the disposal of its Yemen interest in the East Shabwa Development Area for approximately $465 million, recognising a profit on disposal of $356.7 million. The proceeds from the disposal have provided funding for the significant exploration, appraisal and development projects that the Company now has in its portfolio.

Vietnam has followed on and it now anchors the highly prospective portfolio. In Vietnam, Block 16-1 and Block 9-2 are on trend with several major Basement and Tertiary discoveries in the Cuu Long Basin, notably the prolific Bach Ho field and the several discoveries by Conoco Phillips in Block 15-1. Early drilling success has already created material value for shareholders with further significant upside potential available from the Company’s 2010 drilling campaign.

SOCO’s Vietnam production is from the Ca Ngu Vang (“CNV”) field in Block 9-2 where additional development drilling will be conducted this year. The Te Giac Trang (“TGT”) field in Block 16-1 in Vietnam is scheduled for first production in mid-2011 and projected to come on stream in the first phase of development at approximately 50,000 BOPD. A second phase is expected to approximately double production within 12 to 18 months. Appraisal drilling is expected to commence in the third quarter of this year. An exploration/appraisal well is also scheduled in the second quarter of this year for the Te Giac Den (“TGD”) discovery on Block 16-1.

Similarly, applying its technical expertise, demonstrating its commitment to invest based on its analysis and capitalising on established relationships in the area, SOCO was an early entrant to oil exploration in the Democratic Republic of Congo (Kinshasa) where several large high potential prospects have been delineated for drilling in the third quarter of this year. While success is yet to be demonstrated, any of the stand alone, independent prospects could significantly enhance the reserve base of the Company.

SOCO’s track record of delivering projects from inception through the exploration and development phases to first oil has clearly been established. The Company’s strong partnerships within Vietnam and Thailand have enabled us to bring two projects on stream relatively quickly and to advance a third, and our most prolific project to the development stage rapidly. We expect similar results from our strong relationships in the Africa region targeting further exploration and development success.

Use of Proceeds

Drilling Programme

SOCO has always sought to maintain a capital structure appropriate for its operations in exploration, appraisal and development.
The potential impact on reserves and production from this year’s development, appraisal and exploration programme is larger than anything undertaken by the Company to date. Subject to farm out discussions and critical equipment availability, the programme features a 12 month drilling campaign in the Cuu Long Basin offshore Vietnam to appraise and prove up significant additional reserves, two to three high impact exploration wells on the Nganzi Block onshore the Democratic Republic of Congo (Kinshasa) and two exploration wells in the Congo Basin offshore the Republic of Congo (Brazzaville), one on the Marine XI Block and one on the Marine XIV Block. Total capital expenditure for 2010 is projected to be in the order of $185 million.

Convertible Bonds

In May 2006 SOCO Finance (Jersey) Limited (the “issuer”), a wholly owned subsidiary of SOCO, issued $250 million in aggregate principal amount of 4.50% Guaranteed Convertible Bonds due 2013 (the “Bonds”). The Bonds are guaranteed by SOCO. If all of the outstanding Bonds were converted at the current conversion price of £21.847, it would result in the issue of approximately 6,238,000 new Ordinary Shares representing 8.3% of the Company’s existing issued ordinary share capital (approximately 7.5% on a fully diluted basis).

Under the terms and conditions of the Bonds, holders of the Bonds (“Bondholders”) may elect to have their Bonds redeemed by the issuer at par on 16 May 2010. Although it is not clear at this stage whether or not Bondholders will chose to exercise the “put option”, the Directors have considered alternative ways of financing the redemption amount in the event that the put option is exercised, whilst at the same time seeking to maintain maximum flexibility in relation to completing the Company's planned capital expenditure programme. Although the Company believes it will be able to secure the necessary bank funding to satisfy the redemption amount were Bondholders to choose to exercise the “put option”, the Directors believe that the cost and complexity of raising this bank funding in the current markets do not make this an attractive alternative.

Accordingly, against the backdrop of the significant drilling activity detailed above and given the opportunities that may arise both within the existing portfolio and elsewhere and given the need to retain flexibility through and beyond the put option date, the Directors have concluded that a small equity issue is in the best interests of shareholders and is both sensible and prudent to further strengthen its equity capital base so as to ensure that the Group maintains the necessary financial flexibility to exploit its exciting portfolio.

ENQUIRIES:

SOCO International plc
Roger Cagle, Deputy Chief Executive and Chief Financial Officer
Tel: 020 7747 2000
BofA Merrill Lynch
Andrew Osborne
Tel: 020 7628 1000
J.P. Morgan Cazenove Limited
Colin Carscadden
Tel: 020 7588 2828
Pelham Public Relations
James Henderson Tel: 020 7337 1500
Evgeniy Chuikov Tel: 020 7337 1513

This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the Securities Act, or in accordance with an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company has not registered and does not intend to register any of the Placing Shares under the US Securities Act. The Placing Shares will not be offered or sold to the public in the United States.
The Placing Shares referred to in this announcement are being offered and sold outside the United States in accordance with Regulation S under the Securities Act and in the United States to “qualified institutional buyers” in accordance with an exemption from registration under the Securities Act.

Announcement Terms and Conditions

This announcement contains (or may contain) certain forward-looking statements with respect to certain plans of the Companyand its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as “aim”, “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, or other words of similar meaning. Examples of forward‑looking statements include, amongst others, statements regarding the Company’s oil and gas contingent reserves, future financial position, income growth, impairment charges, business strategy, projected levels of growth in the banking and financial markets, projected costs, estimates of capital expenditure, and plans, dividend growth and objectives for future operations of the Company and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (“IFRS”) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition - a number of which factors are beyond the Company’s control. As a result, the Company’s actual future results may differ materially from the plans, goals, and expectations set forth in the Company’s forward-looking statements. Any forward-looking statements made herein by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Services Authority (the “FSA”), the London Stock Exchange, or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly 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 changes in events, conditions or circumstances on which any such statement is based.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement has been issued by and is the sole responsibility of the Company.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by JPMC, Merrill Lynch International (“Merrill Lynch”), (together, the “Joint Bookrunners”), J.P. Morgan Securities Ltd. (“JPMSL”, and, together with the Joint Bookrunners, the “Banks”) or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Merrill Lynch, which is authorised and regulated in the United Kingdom by the FSA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Merrill Lynch or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
JPMC, which is authorised and regulated in the United Kingdom by the FSA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of JPMC nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.

JPMSL, which is authorised and regulated in the United Kingdom by the FSA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of JPMSL nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe such restrictions.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. No statement in this announcement is intended to be a profit forecast or profit estimate.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE “PROSPECTUS DIRECTIVE”)); AND/OR (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND PERSONS WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN SOCO INTERNATIONAL PLC.

Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given (the “Placees”) will be deemed to have read and understood this announcement, including the Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendix. In particular, each such Placee represents, warrants and acknowledges that it is: (i) a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and (ii) either (a) outside the United States and is subscribing for the Placing Shares in an “offshore transaction” (within the meaning of Regulation S under the United States Securities Act of 1933 (the “Securities Act”)), or (b) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act).

This announcement, including the Appendix, is not for distribution directly or indirectly in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of the Company in the United States, Canada, Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this announcement have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. The Placing Shares referred to in this announcement are being offered and sold outside the United States in accordance with Regulation S under the Securities Act and in the United States to “qualified institutional buyers” in accordance with the exemption from registration under the Securities Act for transactions by an issuer not involving a public offering. No public offering of securities of the Company will be made in connection with the Placing in the United Kingdom, the United States or elsewhere.

This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the Securities Act, or in accordance with an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company has not registered and does not intend to register any of the Placing Shares under the US Securities Act. The Placing Shares will not be offered or sold to the public in the United States.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction outside the United Kingdom.

The Placing Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”), any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is unlawful. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this announcement should seek appropriate advice before taking any action.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this announcement.

APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION FOR PLACEES
ONLY REGARDING THE PLACING


Details of the Placing

The Banks have entered into an agreement with the Company (the “Placing Agreement”) under which, subject to the conditions set out therein, the Joint Bookrunners have agreed to use reasonable endeavours to procure subscribers for the Placing Shares at a price determined following completion of the bookbuilding process in respect of the Placing (the “Bookbuild”), described in this announcement and set out in the Placing Agreement.

The Company has appointed Merrill Lynch and JPMSL as underwriters (the “Underwriters”) for the purposes of underwriting the settlement of the Placing at such price, to the extent such a price is agreed and set out in an executed version of the Placing term sheet, and Merrill Lynch and JPMSL accept such appointments in connection with the Placing relying on the representations and warranties and subject to the terms and conditions set out in the Placing Agreement.

The Placing Shares have been duly authorised and on the date of closing as set out in the executed version of the Placing term sheet will be validly issued and fully paid and will rank pari passu in all respects with the existing ordinary shares in the share capital of the Company including the right to receive all dividends and other distributions declared in respect of such ordinary shares after the date of issue of the Placing Shares.

As part of the Placing, the Company has agreed that it will not issue or sell any ordinary shares for a period of 180 days after Admission, without the prior consent of the Banks. These agreements are subject to certain customary exceptions and do not prevent the Company from granting or exercising options pursuant to the terms of the existing employee share schemes of the Company or convertible bonds disclosed in publicly available information.
Application for listing and admission to trading

Application will be made to the FSA for admission of the Placing Shares to the Official List of the FSA (the “Official List”) and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities. It is expected that Admission will become effective on or around 25 January 2010 and that dealings in the Placing Shares will commence at that time.
Bookbuild

The Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

  1. Merrill Lynch and JPMC are acting as Joint Bookrunners and agents of the Company.

  2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint Bookrunners and their affiliates are each entitled to enter bids in the Bookbuild as principal.

  3. The Bookbuild will establish a single price payable to the Joint Bookrunners by all Placees whose bids are successful (the “Placing Price”). The Placing Price and the number of Placing Shares to be issued will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. Any discount to the market price of the ordinary shares will be determined in accordance with the Listing Rules. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild (the “Pricing Announcement”).

  4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at either of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price, which is ultimately established by the Company and the Joint Bookrunners, or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 8 below.

  5. The Bookbuild is expected to close no later than 4:30 p.m. (London time) on 25 January 2010 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Banks) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

  6. Each prospective Placee’s allocation will be agreed between the Joint Bookrunners and the Company and will be confirmed orally by one of the Joint Bookrunners as agent of the Company following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Joint Bookrunners and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company’s memorandum and articles of association.

  7. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and except with the relevant Joint Bookrunner’s consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Manager as agent of the Company, to pay in cleared funds, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and the Company has agreed to allot and issue to that Placee. Each Placee’s obligation will be owed to the Company and to the Banks.

  8. Subject to paragraphs 4 and 5 above, the Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

  9. Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee’s prior written consent.

  10. Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Registration and Settlement”.

  11. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under “Conditions of the Placing” and to the Placing not being terminated on the basis referred to below under “Termination of the Placing Agreement”.

  12. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

  13. To the fullest extent permissible by law, neither of the Joint Bookrunners nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners nor any of their affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners’ conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.


Conditions of the Placing

The obligations of the Joint Bookrunners under the Placing Agreement are conditional on, inter alia:

  1. the execution and delivery of the term sheet setting out the Placing Price and the number of Placing Shares, to be executed by the Banks and the Company at the time of pricing of the Placing (the “Term Sheet”);

  2. the representations, warranties and undertakings set out in the Placing Agreement being true, accurate and complete as of the date of the Placing Agreement, the time of execution of the Term Sheet and at Admission;

  3. the Company having complied with all of the agreements and undertakings and satisfied or performed all of the conditions and obligations on its part to be performed or satisfied under the Placing Agreement on or before Admission; and

  4. Admission having occurred by 8.00 a.m. (London time) on 25 January 2010 (or such later date as the Managers may determine and in any event not later than 8.00 a.m. on 1 February 2010).

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived by the Banks by the time and/or date specified therein (or such later time and/or date as the Company and the Banks may agree), the Placing Agreement shall cease and determine, the Placees’ rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time, and each Placee agrees that no claim can be made by the Placee in respect thereof.

None of the Banks, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Banks.

Termination of the Placing

The Banks are entitled, at any time before Admission, to terminate the Placing Agreement in relation to their obligations in respect of the Placing Shares by giving notice to the Company (or, in the case of JPMSL by JPMC giving notice to the Company on behalf of JPMSL) if, inter alia:

  1. there has been a breach of any of the representations, warranties and undertakings set out in the Placing Agreement or any failure to perform any of the undertakings or agreements in the Placing Agreement which, in the opinion of the Banks (acting in good faith), is material in the context of the Placing; or

  2. it shall come to the notice of the Banks that any statement contained in this announcement, the Company’s trading statement and operational update of 20 January 2010 (the “Trading Statement”), and any other document or announcement issued or published by or on behalf of the Company in connection with the Placing (the “Placing Documents”), or any of them, is or has become untrue, or incorrect in any material respect, or misleading in any respect, or any matter has arisen, which would, if the Placing were made at that time, constitute a material omission from the Placing Documents or a material omission from or misleading inaccuracy in any documents or information made public by the Company and in particular announcements, other than this announcement, the Trading Statement and the Pricing Announcement, made since 31 December 2008 by the Company through a Regulatory Information Service in order to comply with any applicable regulatory requirements, including those of the FSA, and which the Banks consider to be material in the context of the Placing or the underwriting of the Placing Shares, Admission or any of the transactions contemplated by the Placing; or

  3. in the opinion of the Banks (acting in good faith), there has been, or the Banks have become aware of, or there has been made public, a material adverse change in, or any development involving a prospective material adverse change in or affecting, the condition, financial, operational or otherwise, or in the earnings, management, business affairs, business prospects or financial prospects of the Company or any of its subsidiaries and subsidiary undertakings, whether or not arising in the ordinary course of business, since the date of the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement); or

  4. there has occurred (a) any change in the financial markets in the United States, the United Kingdom, member states of the European Union or in the international financial markets, (b) any outbreak or escalation of hostilities, act of terrorism or other calamity or crisis or (c) any change or development involving a prospective change in national or international political, financial or economic conditions, or currency exchange rates.

Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by the Banks of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Banks and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus

No offering document or prospectus has been or will be submitted to be approved by the FSA in relation to the Placing and Placees’ commitments will be made solely on the basis of the information contained in this announcement (including this Appendix) released by the Company today, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Banks or any other person and none of the Banks or the Company nor any other person will be liable for any Placee’s decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB0000394469) following Admission will take place within the system administered by Euroclear UK & Ireland Limited (“CREST”), subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the Joint Bookrunners’ opinion, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Joint Bookrunners.

It is expected that settlement will be on 25 January 2010 on a T + 3 basis in accordance with the instructions given to the Joint Bookrunners.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from the proceeds, for the Company’s account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee’s name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee’s behalf):

  1. represents and warrants that it has read this announcement, including the Appendix, in its entirety;

  2. acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

  3. acknowledges that the ordinary shares in the share capital of the Company are listed on the Official List maintained by the UKLA, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the UKLA, which includes a description of the nature of the Company’s business and the Company’s most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

  4. acknowledges that none of the Banks or the Company nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than this announcement; nor has it requested any of the Banks, the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

  5. acknowledges that (i) it and, if different, the beneficial owner of the Placing Shares is not, and at the time the Placing Shares are acquired will not be residents of Australia, Canada or Japan, and (ii) the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;

  6. acknowledges that the content of this announcement and the Trading Statement is exclusively the responsibility of the Company and that none of the Banks nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this announcement, the Trading Statement or any information previously published by or on behalf of the Company and will not be liable for any Placee’s decision to participate in the Placing based on any information, representation or statement contained in this announcement, the Trading Statement or any information previously published by or on behalf of the Company. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this announcement, the Trading Statement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Banks or the Company and none of the Banks or the Company will be liable for any Placee’s decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

  7. acknowledges that none of the Joint Bookrunners nor any person acting on behalf of them nor any of their affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

  8. represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);

  9. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the “Regulations”) and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

  10. if a financial intermediary, as that term is used in Article 3(2) of the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC) (as amended) (the “Prospectus Directive”) (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale;

  11. represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”);

  12. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

  13. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

  14. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

  15. represents and warrants that it is a “qualified investor” within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

  16. represents and warrants that it and any person acting on its behalf has capacity and authority, has obtained all requisite consents and is otherwise entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the Company, or otherwise;

  17. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Joint Bookrunners may in their discretion determine and without liability to such Placee;

  18. acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

  19. acknowledges that neither of the Joint Bookrunners, nor any of their respective affiliates, nor any person acting on behalf of either of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either Joint Bookrunners and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

  20. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Banks nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Banks in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

  21. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

  22. agrees that the Company, the Banks and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Banks on its own behalf and on behalf of the Company and are irrevocable;

  23. agrees to indemnify and hold the Company, the Banks and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

  24. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company’s conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company as well as the Joint Bookrunners. The agreement to settle a Placee’s subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Joint Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly;

  25. acknowledges that no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

  26. acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved; and

  27. acknowledges and agrees that the Banks do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
    By participating in the Placing, each Placee (and any person acting on the Placee’s behalf) subscribing for Placing Shares pursuant to Regulation S of the Securities Act represents, warrants and acknowledges that (i) the Placing Shares are being offered and sold pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act, (ii) the offer and sale of the Placing Shares to it has been made outside of the United States in an “offshore transaction” (as such term is defined in Regulation S under the Securities Act), and (iii) it is outside of the United States during any offer or sale of Placing Shares to it.

By participating in the Placing, each Placee (and any person acting on such Placee’s behalf) who is in the United States subscribing for Placing Shares being offered under a relevant exemption from the registration requirements of the Securities Act:

  1. represents and warrants that it is a “qualified institutional buyer” (“QIB”) within the meaning of Rule 144A under the Securities Act;

  2. represents and warrants that it understands and acknowledges that the Placing Shares have not been, and will not be, registered under the Securities Act or with any State or other jurisdiction of the United States;

  3. represents and warrants that the Placing Shares will not be reoffered, resold, pledged or otherwise transferred by it except (a) outside the United States in an offshore transaction pursuant to Rule 903 or Rule 904 of Regulation S under the Securities Act, (b) in the United States to a person whom the seller reasonably believes is a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, pursuant to rule 144A under the Securities Act, (c) pursuant to Rule 144 under the Securities Act (if available), (d) to the Company, or (e) pursuant to an effective registration statement under the Securities Act, in each case in compliance with all applicable laws;

  4. acknowledges that the Placing Shares are “restricted securities” as defined in Rule 144(a)(3) under the Securities Act;

  5. represents and warrants that it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

  6. represents and warrants that for so long as the Placing Shares are “restricted securities” (within the meaning of Rule 144(a)(3) under the Securities Act), it will segregate such Placing Shares from any other shares that they hold that are not restricted securities, shall not deposit such shares in any depositary facility established or maintained by a depositary bank and will only transfer such Placing Shares in accordance with the foregoing restrictions;

  7. represents and warrants that if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, each such account is a QIB, it has sole investment discretion with respect to each such account and it has full power and authority to make the acknowledgements, representations, warranties and agreements herein on behalf of each such account;

  8. represents and warrants that it is acquiring such Placing Shares for its own account (or the account of a QIB as to which it has sole investment discretion) for investment purposes and (subject to the disposition of its property being at all times within its control) not with a view to any distribution of the Placing Shares; and

  9. represents and warrants that no representation has been made as to the availability of the exemption provided by Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares.
    In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.


Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Joint Bookrunners or any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with any of the Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunners’ money in accordance with the client money rules and will be used by the relevant Joint Bookrunners in the course of their own business; and the Placee will rank only as a general creditor of the Joint Bookrunners. All times and dates in this announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

This information is provided by RNS
The company news service from the London Stock Exchange

 
 
 
 
 
 
 
 

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