Publication of Supplementary Prospectus
Gulfsands Petroleum Plc (“Gulfsands” or the “Company”), the AIM listed oil and gas exploration company (AIM:GPX) with activities in Syria, Morocco, Tunisia and Colombia, announces the publication and posting to Qualifying Shareholders today of a supplementary prospectus in connection with the Open Offer (“Supplementary Prospectus”), which is also available on the Company’s website, www.gulfsands.com.
Publication of Supplementary Prospectus
Further to its announcement on 5 January 2016 regarding the extension of the closing date for its Open Offer, Gulfsands Petroleum Plc (“Gulfsands” or the “Company”) announces the publication and posting to Qualifying Shareholders today of a supplementary prospectus in connection with the Open Offer (“Supplementary Prospectus”), which is also available on the Company’s website, www.gulfsands.com.
The Supplementary Prospectus is supplemental to and must be read in conjunction with the Prospectus. In accordance with section 87Q(4) of FSMA, where a supplementary prospectus has been published and, prior to the publication, a person agreed to buy or subscribe for transferable securities to which it relates, he/she may withdraw his/her acceptance before the end of the period of two working days beginning with the first working day after the date on which the supplementary prospectus was published. Full details of withdrawal rights and how to exercise them is detailed in the Supplementary Prospectus.
Capitalised terms in this announcement are as defined in the Prospectus and the Supplementary Prospectus unless the context otherwise requires.
For further information please contact:
|Gulfsands Petroleum Plc
Alastair Beardsall, Chairman
|+44 (0)20 7024 2130|
|Cantor Fitzgerald Europe
|+44 (0)20 7894 7000|
This announcement is not a prospectus and Qualifying Shareholders should not acquire any Open Offer Shares referred to in this announcement except on the basis of the information contained in the Prospectus and the Supplementary Prospectus.
Neither the content of the Company’s website nor any website accessible by hyperlinks to the Company’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Prospectus, the Supplementary Prospectus and any other documentation into jurisdictions other than the UK may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States or Australia or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction.
No action has been taken by the Company or any other person that would permit an offer of the Open Offer Shares or possession or distribution of this announcement, the Prospectus, the Supplementary Prospectus or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the UK.
The Open Offer Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
There will be no public offer of the Open Offer Shares in the United States. The Open Offer Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The Open Offer Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Open Offer Shares or the accuracy or adequacy of the Application Form or this announcement. Any representation to the contrary is a criminal offence in the US.
The Open Offer Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Restricted Jurisdiction and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Restricted Jurisdiction except pursuant to an applicable exemption from registration requirements.There will be no public offer of Open Offer Shares in Australia.
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Open Offer Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.
This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Cantor Fitzgerald. The issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.
Cantor Fitzgerald, which is authorised and regulated in the UK by the FCA, is acting for the Company and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Cantor Fitzgerald by the FSMA or the regulatory regime established thereunder, Cantor Fitzgerald accepts no responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Open Offer Shares or the Capital Raising, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Cantor Fitzgerald accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will”, or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors’ current intentions, beliefs or expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth, strategies and the Company’s markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors’ current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors’ expectations or to reflect events or circumstances after the date of this announcement.
This announcement should not be considered a recommendation by the Company, Cantor Fitzgerald or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the Open Offer Shares. Price and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. You are advised to read this announcement and, once available, the Prospectus, the Supplementary Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Group’s future performance and the industry in which it operates. Persons needing advice should consult an independent financial adviser.