Roxi Petroleum Plc
19 February 2008
Roxi Petroleum Plc
(the 'Company')
Extension to the ADA Option and Update on FMS Investment
The company is pleased to announce the option to acquire 50% interests in ADA
and ADA Oil, which was due to expire on 31 March 2008, has been extended to 30
September 2008.
The consideration for this extension is $3.2m to be paid in cash, which is
refundable in the event the acquisition of interests in ADA and ADA Oil do not
complete and is deductible from the purchase price upon completion.
Other than the change to the exercise date the other changes to the terms of the
option are that the aggregate purchase price is $340m (previously $425m) and the
Company's shares are to be issued at 65 p per share (previously 80 p). All other
terms and conditions of the option are as detailed in the Company's Admission
Document of 31 January 2008.
The option extension is a related party transaction under the AIM Rules as the
counterparties are Mr Kuat Oraziman, a director of the Company, and Vertom
International N.V. ('Vertom'), a company in which Mr Oraziman has an interest in
50% of the share capital.
With the exception of Mr Oraziman, the directors of the Company consider, having
consulted with its nominated adviser, that the terms of the option extension are
fair and reasonable in so far as its shareholders are concerned.
Update on FMS investment
On 12 December 2007, the Company entered into a non binding memorandum of
understanding ('MOU') with Vision FMS Korea Co. Ltd. ('FMS'). Under the MOU, FMS
indicated its intention, prior to 29 February 2008, to enter into a subscription
agreement to subscribe for 17,857,143 new Ordinary Shares in the Company at a
price of 70 pence per share ('the Subscription Agreement') for an aggregate cash
consideration of US$25m (based on an agreed exchange rate of US$2 : £1).
The Company announces that FMS has not yet entered into the Subscription
Agreement for these shares. In the event that FMS does enter into a Subscription
Agreement, the funds subscribed would be paid by Roxi to the Eragon Vendors and
Vertom in lieu of shares, as detailed in the Company's Admission Document of 31
January 2008.
Investors are reminded that the completion of the Eragon acquisition, which is
subject to Roxi shareholder approval at the General Meeting convened for 29 Feb
2008, is not dependent upon FMS entering into the Subscription Agreement.
Enquiries:
Roxi Petroleum Plc Clive Carver Tel: +44 (0) 20 3207 3212
College Hill Paddy Blewer/ Nick Elwes Tel: +44(0) 207 457 2020
W H Ireland Ltd James Joyce/David Porter Tel: +44(0) 207 220 1666
This information is provided by RNS
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