(17/07/07) Placing Announcement
GTL Resources PLC
17 July 2007
Immedaite release 17 July 2007
Not for release, publication or distribution in whole or in part, in or into theUnited States, Canada, Australia, the Republic of Ireland, the Republic of SouthAfrica, Japan or any other jurisdiction if to do so would constitute a violationof the relevant laws of such jurisdiction.
GTL Resources PLC
PLACING OF 9,286,000 NEW ORDINARY SHARES BY MORGAN STANLEY SECURITIES LIMITED AT 140 PENCE PER SHARE TO RAISE £13 MILLION
Following the announcement on 2 July 2007 of its intention to raise in theregion of US$25 million through a placing (the Placing) of new ordinary shares,GTL Resources PLC (GTL, or the Company) today announces that it will, subject tothe conditions referred to below, issue 9,286,000 new ordinary shares (thePlacing Shares) at a price of 140 pence per Placing Share to raise £13 million(US$26.5 million) before expenses. This follows the successful completion of thebookbuilding exercise.
The net proceeds of the Placing will be used, together with a senior debtfacility of around US$140 million to be raised by GTL's subsidiary, IllinoisRiver Energy LLC and a proposed $30 million of junior debt to be raised by theissue of tax exempt bonds in the United States, to enable the Company toundertake an expansion in the nameplate capacity of the Group's ethanol plant atRochelle, Illinois from 50 million gallons per annum (mgpa) to 100 mgpa and torefinance the Group's existing debt facilities.
Debt Facilities
The West LB lead $140 million senior debt placement, which was significantlyoversubscribed, has now been allocated amongst the participating syndicate banksand loan documents are close to finalisation. The $30 million junior debt isalso fully placed with close to final documents. Finalisation of thedocumentation for these facilities is a condition precedent to the completion of the Placing.
Placing
A placing agreement was entered into on 17 July 2007 (the Placing Agreement)under which Morgan Stanley Securities Limited (Morgan Stanley) agreed, subjectto the satisfaction of certain conditions, to underwrite the placing of thePlacing Shares at 140 pence per Placing Share.
Completion of the Placing is subject to the conditions set out in the PlacingAgreement, including the passing of the resolution to be put to the Company'sshareholders at an Extraordinary General Meeting convened for 23 July 2007 andadmission to trading on AIM of the Placing Shares (Admission), being satisfiedor where appropriate waived. Application will be made for all the Placing Sharesto be admitted to trading on AIM and it is expected that Admission will occur on24 July 2007 at which time the Placing Agreement will become unconditional inall respects. The Placing Shares will rank pari passu in all respects with theexisting GTL shares traded on AIM.
Morgan Stanley acted as placing agent in connection with the Placing.
Peter Middleton, Executive Chairman of GTL said:
"We are delighted to have seen strong demand for this equity offering. Thesupport shown from both current and new institutional investors has beenextremely pleasing and the funds raised will enable us to continue with ourstrategy of doubling the nameplate production capacity of our Rochelle plant to100 million gallons per annum."
Contacts
GTL Resources PLC
Peter Middleton, Executive Chairman Tel: 020 3170 5736
Michael Brennan, Finance Director Tel: 01642 794 000
Morgan Stanley
Alastair Maxwell, Tel: 020 7425 8000
Jon Bathard-Smith, Tel: 020 7425 8000
Buchanan
Charles Ryland, Tel: 020 7466 5000
Nick Melson, Tel: 020 7466 5000
Notices
This announcement has been issued by GTL and is the sole responsibility of GTL.
Morgan Stanley is acting for GTL and no-one else in connection with the Placing.Morgan Stanley will not be responsible to anyone other than GTL for providingthe protections afforded to its clients, nor for providing advice in relation tothe Placing or any other matter referred to in this announcement.
This announcement is for information purposes only and does not constitute anoffer or an invitation to acquire or dispose of any securities or investment advice in any jurisdiction.
This announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for securities in the UnitedStates, Canada, Australia, the Republic of Ireland, the Republic of South Africaor Japan or any other jurisdiction in which such offer or solicitation isunlawful and should not be relied upon in connection with any decision toacquire the Placing Shares or any other securities of GTL.
The Placing Shares referred to in this announcement have not been and will notbe registered under the US Securities Act of 1933 or the securities laws of anystate of the United States, and may not be offered or sold, taken up, deliveredor transferred (directly or indirectly) and will not qualify for sale within theUnited States. There will be no public offer of the Placing Shares in the UnitedStates. The Placing Shares have not been recommended, approved or disapproved byany United States federal or state securities commission or regulatoryauthority. Furthermore, the foregoing authorities have not confirmed theaccuracy or determined the adequacy of this announcement. Any representation tothe contrary is a criminal offence in the United States.
The Placing Shares will not be lodged or registered with the AustralianSecurities and Investments Commission under Australia's Corporations Law and arenot being offered for subscription or sale and may not be directly or indirectlyoffered, sold or delivered in or into Australia or for account or benefit of anyperson or corporation in (or with a registered address in) Australia.
No document in relation to the Placing Shares has been or will be lodged withthe Registrar of Companies in the Republic of Ireland and the Placing Shareswill not be offered, sold or delivered, directly or indirectly in the Republicof Ireland. All subscribers for Placing Shares must provide addresses outsidethe Republic or Ireland for the receipt of certificates for Placing Shares.
The relevant clearances have not been, and will not be obtained from theMinistry of Finance of Japan and no circular in relation to the Placing Shareshas been or will be lodged with or registered by the Ministry of Finance ofJapan. The Placing Shares may not therefore be offered or sold, directly or indirectly in or into Japan, its territories and possessions and any are as subject to its jurisdiction.
The approval of the South African Exchange Control Authorities has not been, andwill not be, obtain in relation to the Placing Shares. The Placing Shares maynot therefore be offered or sold directly or indirectly in or into The Republicof South Africa.
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