Placement of New Shares

Transcription

1 SGX Announcement 23 February 2016 Placement of New Shares S$3,501, placement of new ordinary shares in the Company to institutional investors under General Mandate to raise funds for ongoing working capital Linc Energy Ltd (SGX: TI6) (OTCQX: LNCGY) ("Company ) advises that on 23 February 2016 the Company entered into separate placement agreements ("Placement Agreements") with BFAM Asian Opportunities Master Fund, LP ("BFAM"), Taconic Opportunity Master Fund LP and Taconic Master Fund 1.5 LP (collectively referred to as TACONIC ). As previously advised in the Company s announcement on 21 December 2015, BFAM and TACONIC are both institutional investors and existing Noteholders of the Company s Convertible Notes ( Placees ). Subject to and upon the terms of the Placement Agreements, the Placees have agreed to subscribe and pay for an aggregate of 60,900,000 new Shares ("Placement Shares") at the price of S$ for each Placement Share ("Placement Price"), amounting to an aggregate subscription consideration of S$3,501, (collectively the Placement ). The details of the allotment of each of the Placees are as follows: Name Number of Shares Subscribed for Aggregate Consideration (S$) BFAM Asian Opportunities Master Fund LP 36,600,000 2,104, Taconic Opportunity Master Fund LP 21,870,000 1,257, Taconic Master Fund 1.5 LP 2,430, , The Placement Shares, when allotted and issued, will represent approximately 9.52% of the issued share capital of the Company before the Placement and approximately 8.69% of the issued share capital of the Company after the Placement. The Placement Price of S$ for each Placement Share represents a discount of 10% to the volume weighted average price of S$ for trades done on the Shares on the Singapore Exchange Securities Trading Limited ( SGX-ST ) on 23 February 2016, being the full market day immediately prior to the signing of the Placement Agreement. The Company will be making an application to the SGX-ST to approve the listing and quotation of the Placement Shares on the Official List of the SGX-ST.

2 The Placement Shares will be issued pursuant to the general mandate given to the Directors for the issuance of shares by the Shareholders at the annual general meeting of the Company held on 29 October The Placement will be undertaken pursuant to a private placement exemption under Section 272B of the Securities and Futures Act (Chapter 289 of Singapore). Accordingly, no offer information statement will be lodged with the Monetary Authority of Singapore in connection with the Placement. Trading caution Shareholders and potential investors should exercise caution when trading in shares of the Company, and where in doubt as to the action they should take, they should consult their financial, tax or other professional adviser. Please refer to Appendix A for further detail in relation to the Placement Agreement as required by the Listing Rules of the SGX-ST

3 Company Profile Linc Energy is a global oil and gas company with a broad portfolio of oil, gas and coal assets. The Company applies conventional production techniques and its proprietary advanced technologies to extract value from the development of these resources. Linc Energy is a global business with Oil and Gas operations primarily onshore in the USA (Alaska, Texas, Louisiana & Wyoming); Exploration for Shale Oil & Gas in the Arckaringa Basin in South Australia; developing a proprietary technology for the extraction of Heavy Oil (Moving Injection Gravity Drainage MIGD) in an efficient and cost effective manner; and a significant number of opportunities to apply its proprietary Underground Coal Gasification (UCG) technology in key target markets including Asia and Africa. The Company s proprietary UCG technology is a method of converting stranded coal resources into a valuable synthesis gas (Syngas) in situ. Linc Energy owns and operates the world s longest running commercial UCG operation in Uzbekistan (over 50 years in operation), which supplies Syngas to a nearby power station. Linc Energy is listed on the SGX-ST (Singapore) and the OTCQX (USA)

4 Appendix A Linc Energy Ltd (SGX: TI6) (OTCQX: LNCGY) ("Company ) provides further detail in relation to the placement agreements ( Placement Agreements ) entered into with BFAM Asian Opportunities Master Fund, LP ( BFAM ) and Taconic Opportunity Master Fund LP and Taconic Master Fund 1.5 LP (collectively referred to as TACONIC ) (each a Placee ) on 23 February Terms of issue: BFAM has agreed to subscribe and pay for an aggregate of 36,600,000 new Shares in the Company. TACONIC has agreed to subscribe and pay for an aggregate of 24,300,000 new Shares in the Company. The total number of new Shares being placed by the Company is 60,900,000 ("Placement Shares") at the price of S$ for each Placement Share ("Placement Price"), amounting to an aggregate subscription consideration of S$3,501, ( Placement ). The Placement Shares, when issued, will be fully paid and free from any and all mortgages, charges, claims, securities, pledges, liens, equities, encumbrances or any other interests whatsoever and will rank in all respects pari passu with all other exiting issued shares of the Company ("Shares") and will be entitled to all dividends and other distributions declared, paid or made on or after, the registration in the share register of the Company, and will be issued with all rights then and thereafter attaching thereto. The Placement Shares, when allotted and issued, will represent approximately (i) 9.52% of the existing issued share capital of the Company and (ii) 8.69% of the enlarged issued share capital of the Company. The Placement Price of S$ for each Placement Share represents a discount of 10% to the volume weighted average price of S$ for trades done on the Shares on the SGX-ST on 23 February 2016, being the full market day immediately prior to the signing of the Placement Agreement. The Company will be making an application to the SGX-ST for the listing and quotation of the Placement Shares on the Official List of the SGX-ST. The Placement is conditional upon, interalia, the approval of the listing and quotation of the Placement Shares on the Main Board of the SGX-ST. The Placement will be undertaken pursuant to a private placement exemption under Section 272B of the Securities and Futures Act (Chapter 289 of Singapore) and accordingly, no offer information statement will be lodged with the Monetary Authority of Singapore in connection with the Placement

5 Purpose of issue: The Directors are of the view that the Placement is beneficial to the Company and its subsidiaries ("Group") as it will support the growth of the Group and augment its working capital. Proceeds raised: Aggregate subscription consideration will be S$3,501, Intended use of proceeds: The entire net proceeds from the Placement (after deducting estimated expenses of S$100,000.00) of approximately S$3,401, (which is equivalent to approximately 97.14% of the entire gross proceeds from the Placement) will be utilised for working capital purposes. The Company will make an announcement on the use of the net proceeds as and when such proceeds are materially disbursed, including whether the use is in accordance with the intended use as announced. Where there is any material deviation from the stated use of proceeds, the Company will announce the reasons for such deviation. The Company will also disclose a breakdown with specific details on the use of proceeds for working capital in announcements and annual reports. Authority to issue shares The Placement Shares will be issued pursuant to the general mandate given by the shareholders of the Company ("Shareholders") at the annual general meeting of the Company held on 29 October 2015 to the Directors for the issuance of shares of the Company. The Placement Shares to be issued pursuant to the Placement represent approximately 9.89% of the issued share capital of the Company at the time the resolution was passed. Conditions precedent to the completion The terms of the Placement Agreements are substantially similar. Pursuant to the terms of each Placement Agreement, completion of the relevant Placement is conditional upon, among others: (i) (ii) (iii) the issue of the Placement Shares not being prohibited by any statute, order, rule or regulation promulgated after the date of the Placement Agreement and remaining in force as at the appointed date for the Completion by any legislative, executive or regulatory body or authority of Singapore, Australia or any other jurisdiction which is applicable to the Company, or Placee; as of the Completion Date, the trading of the Placement Shares on the SGX-ST not being suspended by the SGX-ST (other than a suspension or trading halt on a temporary basis requested by the Company) and the Placement Shares not having been delisted from the SGX-ST; there having been, as at the Completion Date, no occurrence of any event nor the discovery of any fact rendering untrue or incorrect in any respect any of the representations, warranties and undertakings contained in the Placement Agreement as if they were repeated on and as - 5 -

6 of the Completion Date; (iv) (v) (vi) the delivery by the Company to the Placee of the completion certificate on the Completion Date; the delivery of certified true copies of such resolutions and/or documents on the Completion Date evidencing that the execution of the Placement Agreement by the Company is within the capacity and powers of, and has been validly authorized by, the Company; and receipt of in-principle approval for, among others, the listing and quotation of the Placement Shares from the SGX-ST. About BFAM BFAM, an Asian based multi strategy asset manager and an existing Noteholder of the Company s Convertible Notes, approached the Company with a proposal to invest in the Placement Shares. Accordingly, no introducer was involved in the identification of BFAM and no commission is payable in connection with BFAM s subscription of the Placement Shares. BFAM is a willing investor who has entered into the Placement Agreement purely for financial investment purposes. Save for Convertible Notes, as at the date of this Announcement, BFAM does not hold, directly or indirectly, any Shares and BFAM does not have connections with any Director or substantial shareholder of the Company. About TACONIC TACONIC, a global institutional investment firm that pursues investments in, among others, Asia, through funds managed by it and an existing Noteholder of the Company s Convertible Notes, approached the Company with a proposal to invest in the Placement Shares. Accordingly, no introducer was involved in the identification of TACONIC and no commission is payable in connection with Taconic s subscription of the Placement Shares. TACONIC is a willing investor who has entered into the Placement Agreement purely for financial investment purposes. Save for Convertible Notes, as at the date of this Announcement, TACONIC does not hold, directly or indirectly, any Shares and TACONIC does not have connections with any Director or substantial shareholder of the Company. Financial effects of the placement The financial effects of the Placement set out below were prepared based on the audited consolidated financial statements of the Group for the financial year ended 30 June The financial effects are strictly for illustrative purposes and do not necessarily reflect the actual future financial position and results of the Group following the completion of the Placement. Based on the assumptions above and assuming that the Placement had been effected at the beginning of that financial year, the loss per Share after adjusting for the issuance of the Placement Shares will decrease from A$(0.4926) to A$(0.4469) and the consolidated net tangible asset value per Share after adjusting for the issuance of the Placement Shares will increase from A$(0.3629) to A$(0.3303) - 6 -

7 General None of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Placement (other than through their shareholdings in the Company). None of the Placement Shares will be placed with any of the persons disallowed under Rule 812 of the Listing Manual of the SGX-ST