23.07.10
Placing to raise US$8.5 million and Issue of Interest Shares
PetroLatina Energy Plc
(“PetroLatina” or the “Company”)
Placing to raise US$8.5 million and Issue of Interest Shares
PetroLatina (AIM: PELE), the independent oil and gas exploration, development and production company focused on Latin America, announces that it has today agreed to place, in aggregate, 14,871,972 new ordinary shares of US$0.10 par value each (“Ordinary Shares”) in the Company (the “Placing Shares”) at a placing price of 37.57 pence per share (the “Placing Price”) to raise approximately US$8.5 million (at the prevailing USD/GBP exchange rate), of which US$5.0 million gross has been subscribed by Tribeca Oil & Gas Inc. (“TOGI”), an existing substantial shareholder in the Company, and US$3.5 million gross by a company associated with Juan Carlos Rodriguez, a director of the Company (the “Placing”). The Placing is conditional on admission of the Placing Shares to trading on AIM. The Placing Shares will rank pari passu in all respects with the Company’s existing Ordinary Shares and will represent approximately 23.88 per cent. of the enlarged issued share capital of the Company.
The net proceeds from the Placing will be used to finance the group’s ongoing work programme and exploration expenditure in Colombia and for general working capital purposes. The Company expects to raise additional equity finance in due course to ensure that the group maintains an appropriate capital structure and is able to fully fund its committed development programme.
Issue of Interest Shares
In addition to the abovementioned Placing Shares, the Company has yesterday issued and allotted (credited as fully paid): (i) 735,277 Ordinary Shares to Tribeca Oil and Gas Financing Inc. (“TOGF”), a subsidiary of existing substantial shareholder TOGI (a portfolio investment company of Tribecapital Partners S.A.), in satisfaction of the second six monthly interest instalment to 17 June 2010 due in respect of the second tranche of US$6.29 million convertible loan notes subscribed by TOGF on 17 June 2009, and (ii) 514,426 Ordinary Shares to TOGF in satisfaction of the third six monthly interest instalment to 21 July 2010 due in respect of the first tranche of US$4.875 million convertible loan notes subscribed by TOGF on 21 January 2009 (together the “Interest Shares”).
The Interest Shares will rank pari passu in all respects with the Company’s existing Ordinary Shares.
Application will be made to the London Stock Exchange for the Placing Shares and Interest Shares to be admitted to trading on AIM (“Admission”). It is expected that Admission will become effective and that dealings in the Placing Shares and Interest Shares will commence at 8.00 a.m. on Thursday 29 July 2010. The Company’s issued ordinary share capital will consist of 62,287,478 Ordinary Shares with voting rights. PetroLatina does not hold any Ordinary Shares in treasury and accordingly there are no voting rights in respect of any treasury shares.
The aforementioned figure of 62,287,478 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, PetroLatina under the FSA’s Disclosure and Transparency Rules.
Following the issuance of the abovementioned Placing Shares and Interest Shares, and TOGI’s subscription for 8,748,219 Placing Shares, TOGI and its related companies now hold, in aggregate, 27,636,155 Ordinary Shares, representing approximately 44.37 per cent. of the Company’s enlarged issued share capital and warrants over a further 690,644 Ordinary Shares which are automatically exercisable if, and to the extent that, any exercise of the Company’s other existing outstanding 1,973,269 warrants occurs. In addition, TOGF currently holds an aggregate principal amount of US$11.165 million of convertible 12 per cent. loan notes due 2011.
Changes in the disclosable interests of Mr Juan Carlos Rodriguez are as set out below:
Director Interest immediately following Admission Percentage of enlarged issued share capital
Juan Carlos Rodriguez* 9,908,625 15.91
Notes:
* - includes 2,535,872 Ordinary Shares held by Lyan Financial Corporation and, following the subscription for 6,123,753 Placing Shares, 7,372,753 Ordinary Shares held by Rorick Ventures Group Ltd (“Rorick”), companies in which members of Juan Carlos Rodriguez’s family have beneficial interests. Mr Rodriguez also holds options over a further 1,000,000 Ordinary Shares and has a beneficial interest in Athos Enterprises Limited which holds warrants over a further 160,000 Ordinary Shares.
Luc Gerard and Ciro Mendez, directors of PetroLatina, are President and Investment Manager respectively of Tribeca. The participation of both TOGI and Rorick, a company associated with Juan Carlos Rodriguez, in the Placing is considered to be a related party transaction under the AIM Rules for Companies. Accordingly, the independent directors, being John May and Menno Wiebe, consider, having consulted with Strand Hanson Limited, that the terms of the Placing are fair and reasonable insofar as the Company’s shareholders are concerned.
Enquiries:
PetroLatina Energy Plc
Juan Carlos Rodriguez, Chief Executive Officer
Tel: +57 1627 8435
Pawan Sharma, Executive Vice President - Corporate Affairs Tel: +44 (0)20 7766 0081
Strand Hanson Limited
Simon Raggett/Matthew Chandler Tel: +44 (0)20 7409 3494
Evolution Securities Limited
Rob Collins/Chris Sim Tel: +44 (0)20 7071 4304
Financial Dynamics
Ben Brewerton/Susan Quigley Tel: +44 (0)20 7831 3113
Additional Information on PetroLatina Energy Plc:
PetroLatina Energy Plc (AIM: PELE) is presently focused on Colombia where it currently holds 45% and 20% interests respectively in the Los Angeles and Santa Lucía fields on the Tisquirama licence, and a 100% interest in the Doña María field. In April 2006 the Group acquired an interest in two exploration blocks: an 85% interest in Midas and an 80% interest in La Paloma. In November 2007 the Company secured the extension of the Tisquirama licence for the economic life of the fields. In February 2009, the Group acquired the Putumayo-4 block in which it has a retained 50% interest. In June 2010, the Group was awarded two new blocks, the VMM28 in the Middle Magdalena basin and LLA57 in the Llanos basin. PetroLatina also owns the Río Zulia-Ayacucho pipeline in the prolific Catatumbo basin which transports crude oil. Present exploration/exploitation activities in this area should increase the volume of crude oil transported resulting in an increased cash flow. Having sold its assets in Guatemala, PetroLatina retains a 20% interest in the first three wells and a 20% working interest in future wells. Further information is available on the Company’s website (www.petrolatinaenergy.com).
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