Date 11 March 2015
U.S. Oil and Gas Plc.
("U.S. Oil" or the "Company")
Open Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATESOF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR SOUTH AFRICAOR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW OR EXISTING ORDINARY SHARES OF US OIL AND GAS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
Open Offer of 10,744,663 new Ordinary Shares at STG 0.27 pence (EUR 0.35) per share
U.S. Oil & Gas Plc the oil and gas exploration company with assets in Nevada, makes the following announcement:
Open Offer
US Oil & Gas plc is pleased to announce the launch of an Open Offer to issue up to 10,744,663 new Ordinary Shares to Qualifying Shareholders at STG 0.27 pence (Eur 0.35) per share each on the basis of one open offer share for every four existing ordinary shares. A circular concerning the Open Offer (the "Circular") will be posted to Qualifying Shareholders today.
The Board has decided to provide an opportunity for Qualifying Shareholders to participate in an issue of new Ordinary Shares. The Open Offer is not being underwritten but, assuming take-up in full, will raise gross proceeds of STG 2,901,059 million for the Company (before expenses).
Eligible Shareholders may subscribe for Open Offer Shares on the following basis:
1 Open Offer Share for every 4 Existing Ordinary Shares held
Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.
The Open Offer Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Share.
It is anticipated that the net proceeds of the Open Offer will be used principally for the following purposes:
1. Working capital to maintain the assets in good standing, cover general and administrative costs, financing costs, marketing and necessary corporate activity.
2. Re-entering the Eblana #1 well, drilling offset and to a greater depth than previously. The Company intends also to carry out associated surveying, data analysis and reporting and may drill a further well or wells and/or carry out further surveys in so far as available funds permit.
3. Obtaining a trading facility for the Ordinary Shares on a suitable market.
Completing the Open Offer is conditional, amongst other things, on the Open Offer raising a minimum of STG 300,000. If this minimum amount is not raised, remittances will be returned to qualifying shareholders. Shareholder should note that failure to raise at least STG 300,000 could compromise the company's ability to continue as a going concern.
Further details of the Open Offer, including the terms and conditions and what actions Qualifying Shareholders may take, are set out in the Circular. A copy of the Circular will be made available on the Company's website www.usoil.us shortly.
Unless otherwise stated, terms and expressions defined in the Circular have the same meaning in this announcement.
The Circular will be posted today to Shareholders and sets out in more detail the background to and reasons for the Open Offer.
The Board has been in discussions with certain institutional investors in relation to a possible placing of a maximum of 3,000,000 Ordinary Shares to raise up to a maximum of STG 810,000. It is proposed that if the Possible Placing does proceed it will be at the same price per share as the Open Offer Price per share. There is no guarantee, however, that the Possible Placing will proceed.
THE DIRECTORS OF THE COMPANY ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS
ANNOUNCEMENT
Neither this announcement nor the information contained herein constitutes an offer or solicitation by U.S. Oil and Gas plc for the purchase or sale of any securities nor does it constitute a solicitation to any person in any jurisdiction where solicitation would be unlawful.
For further information contact:
Brian McDonnell, Chief Executive Officer +353 (1) 631 9022
Alexander David Securities Ltd - Corporate Finance Adviser
David Scott +44 (0) 20 7448 9820
James Dewhurst +44 (0) 20 7448 9820
Email: james.dewhurst@ad-securities.com
Definitions: The terms 'Reserves' and 'Contingent Resources' are as defined in the 'Petroleum Resources Management System' of the Society of Petroleum Engineers.
About U.S. Oil & Gas:
U.S. Oil & Gas plc is an oil and gas exploration company with a strategy to identify and acquire oil and gas assets in the early phase of the upstream life-cycle and mature them. The Company's
main asset is in Nye County, Nevada where it holds the entire share capital of US-based company, Major Oil International LLC ("Major Oil"). Major Oil has acquired rights to exploration and development acreage in Hot Creek Valley, Nye County, adjacent to the oil and gas rich Railroad Valley area of Nevada, both of which are part of the Sevier Thrust of central Nevada and western Utah, USA.
For further information please refer to our website at: www.usoil.us
Ends
TERMS AND CONDITIONS OF THE OPEN OFFER
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States or into any jurisdiction where solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
Note regarding forward-looking statements
This announcement contains certain forward looking statements relating to the Company's future prospects, developments and business strategies.
Forward looking statements are identified by their use of terms and phrases such as "targets" "estimates", "envisages", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative of those, variations or comparable expressions, including references to assumptions.
The forward looking statements in this announcement are based on current expectations and are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those statements.
These forward looking statements relate only to the position as at the date of this announcement.
Neither the Directors nor the Company undertake any obligation to update forward looking statements or risk factors, other than by the rules of applicable securities regulatory authorities, whether as a result of the information, future events or otherwise.
You are advised to read this announcement and, once available the Circular and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Company's or the Group's future performance and the industries in which they operate. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.
Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.
If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.
This summary should be read in conjunction with the full text of the announcement which follows.
TERMS AND CONDITIONS OF THE OPEN OFFER
(A) INTRODUCTION
The Company proposes to raise approximately £2,901,059 (before expenses) by way of a Open Offer of 10,744,663 Open Offer Shares at £0.27 per share with the aggregate consideration to be received by the Company from the Open offer limited to £2,901,059 (equivalent to approximately €3,756,291) up to a maximum of 10,744,663 New Ordinary Shares issued.
The Company considered a number of options to meet its current financial requirements and has concluded that the Open Offer would enable Existing Shareholders to participate in the issue by subscribing for their pro rata entitlement of New Ordinary Shares under the Open Offer as well as applying for further New Ordinary Shares (by virtue of the Excess Application Facility).
The Open Offer is only open to Qualifying Shareholders. No Qualifying Shareholder may subscribe for Open Offer Shares in excess of the £2,901,059 maximum aggregate subscription price. Qualifying Shareholders who are joint Shareholders may only apply for Open Offer Shares as joint applicants.
The Open Offer is not a rights issue and any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer. Qualifying Shareholders will have an entitlement to subscribe for their Open Offer Entitlement.
If the Possible Placing were to proceed, and both the Open Offer and the Possible Placing were fully subscribed the aggregate number of Ordinary Shares in issue would be 56,723,316 shares.
The proceeds of the Open Offer will be used by the Group as outlined in Part I of this Circular.
(B) THE OPEN OFFER
1. Introduction
U.S. Oil and Gas proposes to raise gross proceeds of up to £2,901,059 (before expenses) (approximately US$4,106,739) through the Open Offer. The Open Offer is in respect of a maximum of 10,744,663 New Ordinary Shares, the amount to be scaled back by the Directors so as the sum raised by the Open Offer will not exceed the sterling amount that is per the exchange rate on March 4th 2016 the equivalent of €3,756,291 (before expenses), and the maximum aggregate number of New Ordinary Shares to be issued under the Open Offer will not exceed 10,744,663.
Qualifying Shareholders are hereby invited to subscribe for Open Offer Shares at a price of £0.27 per Open Offer Share on the following basis:
1 Open Offer Share at £0.27 (€0.35) per Open Offer Share for every 4 Ordinary Shares
registered in the names of Qualifying Shareholders at the Record Date, and so in proportion for any other number of Existing Ordinary Shares then registered. Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer Shares and shall be each Qualifying Shareholders' Open Offer Entitlement. Fractional entitlements under the Open Offer will be rounded down to the nearest whole number of New Ordinary Shares and any fractional entitlements to Open Offer shares will be disregarded in calculating each Open Offer Entitlement and will be aggregated and made available to Qualifying Shareholders under the excess application facility. Accordingly, Qualifying Shareholders holding fewer than 100 Existing Ordinary Shares will have no Open Offer Entitlement under the Open Offer. Shareholders with a nil Open Offer Entitlement will however be able to apply for excess under the Open Offer and these applications will be satisfied to the extent that Open Offer Shares have not otherwise been subscribed for by Qualifying Shareholders.
Qualifying Shareholders may apply for their full Open Offer Entitlement under the Open Offer. Excess applications are subject to the maximum number of Open Offer Shares being offered under the Open Offer and will be scaled down pro rata to the number of excess Open Offer Shares applied for, or otherwise at the absolute discretion of the Company. Any monies paid in excess of the amount due will be returned without interest by crossed cheque in favour of the applicant at his risk.
Qualifying Shareholders who wish to participate in the Open Offer may, if they wish, apply for fewer shares than their full Open Offer Entitlement under the Open Offer. There is no maximum subscription, but excess applications may be scaled down as explained above. Not all Shareholders will be Qualifying Shareholders. Shareholders who have a registered address, or that are located, in the United States, or who have a registered address, or that are located, in or, who are citizens or residents, of a Restricted Jurisdiction (regardless of the number of Existing Ordinary Shares that they hold) will not qualify to participate in the Open Offer.
Applicants are encouraged to submit their Application Forms early. In the event that applications are received for an amount in excess of a Shareholders' maximum entitlement under the Open Offer, the Directors reserve the right to exercise their discretion in the allocation of successful applications. The right is also reserved to reject in whole or in part any application or any part thereof for any reason whatsoever, including (without limitation) a breach of any of the terms, conditions, representations and/or warranties set out in this document and/or the Application Form and to treat as valid any application not in all respects completed in accordance with the instructions relating to the Application Form.
The attention of Overseas Shareholders is drawn to section 4 ("Overseas Shareholders") of this Part II. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer as will holdings under different designations and in different accounts. The Open Offer is not a 'rights issue'. Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims and the Application Form is not a document of title and cannot be traded. Qualifying Shareholders should be aware that, in the Open Offer, unlike in the case of a rights issue, any Open Offer Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of Qualifying Shareholders.
No temporary documents of title will be issued. Definitive certificates in respect of Open Offer Shares are expected to be posted to those Qualifying Shareholders who have validly elected to hold their Open Offer Shares in certificated form by within 14 days of the Closing Date. In respect of those Qualifying Shareholders who have validly elected to hold their Open Offer Shares in uncertificated form, the Open Offer Shares are expected to be credited to their stock accounts maintained in CREST at 08:00 on 5 April 2016. The attention of Shareholders who wish to receive their Open Offer Shares in uncertificated form pursuant to the Open Offer is drawn to paragraph 2 below.
The Open Offer is inter alia conditional on a minimum of £300,000 being raised pursuant to the Open Offer. The Open Offer will proceed if the Conditions of the Open Offer are met.
The Open Offer will close at 11:00 a.m. in Dublin on 1 April 2016 or such later date as the Company may decide being not later than 08.00 a.m. on 08 April 2016. The Open Offer is not being underwritten. The Application Form and accompanying procedure for application sets out, in detail, how Qualifying Shareholders may participate under the Open Offer. Applications must be made on the terms and conditions set out in this Part II of this document and in the Application Form and by duly completing and returning the Application Form and appropriate remittance.
Any Qualifying Shareholder who has sold or transferred all or part of his/her registered holding(s) of Existing Ordinary Shares prior to 08.00 a.m. on 11th March 2016, is advised to consult his or her stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible, since the invitation to subscribe for Open Offer Shares under the Open Offer may be a benefit which may be claimed from him/her by purchasers. Further details of the procedure for application and payment are set out in paragraph 2 below.
The Open Offer Shares will be allotted and issued fully paid and will, on issue, rank pari passu with the Existing Ordinary Shares , including the right to receive, in full, all dividends and other distributions thereafter declared, made or paid after the date of issue together with all rights attaching to them and free from all liens, charges and encumbrances of any kind.
2. Procedure for application and payment under the Open Offer
2.1 If you have an Application Form in respect of your entitlement under the Open Offer
(a) General
Each Application Form shows the number of Ordinary Shares registered in the relevant Qualifying Non-CREST Shareholder's name on the Record Date, and the Qualifying Non-CREST Shareholder's Open Offer Entitlement (the number of Open Offer Shares for which such Qualifying Non-CREST Shareholder is entitled to apply under the Open Offer, calculated on the basis set out in paragraph 1 above. The Application Form incorporates further terms of the Open Offer. Valid applications for the relevant Qualifying Non-CREST Shareholder's Open Offer Entitlement will be accepted in full. In the case of applications in excess of the relevant Qualifying Non-CREST Shareholder's Open Offer Entitlement, applications will be satisfied to the extent that sufficient Qualifying Shareholders do not apply to take up their Open Offer Entitlement. If there is an oversubscription resulting from excess applications in respect of such excess, applications will be satisfied pro rata to the number of excess Open Offer Shares applied for.
(b) Bona Fide Market Claims
Applications for Open Offer Shares under the Open Offer may only be made on the Application Forms. Each Application Form is personal to the Qualifying Non-CREST Shareholder(s) named thereon and may not be assigned, transferred or split except to satisfy bona fide market claims.
The Application Form represents only a right to apply for Open Offer Shares. It is not a document of title and cannot be traded. A Qualifying Non-CREST Shareholder who has sold or transferred all or part of his holding of Existing Ordinary Shares prior to the Record Date should consult his broker or other professional adviser as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be a benefit which may be claimed by the transferee from his counterparty. Qualifying Shareholders who have sold all of their registered holding should, if the bona fide claim is to be settled outside CREST, complete Box 8 on the Application Form and immediately send it to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
If you have sold or transferred part of your registered holding of Existing Ordinary Shares prior to 08:00 a.m. on 11 March 2016, you should complete Box 8 on the Application Form and immediately send it to Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland accompanied by a letter stating the number of Open Offer Shares to be included in each split Application Form.
If the bona fide claim is to be settled outside CREST, the beneficiary of the claim should follow the procedures set out in the accompanying Application Form. If the market claim is to be settled in CREST, the beneficiary of the claim should follow the procedures set out in the paragraph headed 'Market Claims' in paragraph 2.2 (b).
(c) Application Procedures
Any Qualifying Non-CREST Shareholder who wishes to apply for any of their Open Offer Entitlement, or an amount in excess of their Open Offer Entitlement, must complete the Application Form in accordance with the instructions printed thereon and return it by post or by hand (during normal business hours only) to Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland with a cheque or bankers' draft for the full amount payable on application so as to arrive as soon as possible and in any event no later than 11:00 a.m. on 1 April 2016, at which time the Open Offer will close. Qualifying Non-CREST Shareholders may apply for Open Offer Shares in excess of their Open Offer Entitlements by completing Box 5 and Box 6 on the Application Form indicating the number of Open Offer Shares for which they may wish to make application (including their Open Offer Entitlements) and submitting the amount payable on such application.
Any Qualifying Non-CREST Shareholder who does not wish to apply for any of the Open Offer Shares to which he/she is entitled should not return a completed Application Form to the Receiving Agent.
Applications made under the Open Offer will not be acknowledged and receipts will not be issued for amounts paid on application. The Company reserves the right to treat any application not strictly complying with the terms and conditions of application as nevertheless valid. If you post your Application Form within Ireland you are recommended to allow at least two Business Days for delivery (or, within the United Kingdom to use first class post and you may need to allow a longer time for delivery). In the event of industrial action by postal workers, you should consider allowing a longer period of time for your application to be delivered. Applications may only be made on the accompanying Application Form, which is personal to the Qualifying non-CREST Shareholder's named therein and may not be transferred or split except in the circumstances described above.
(d) Payments
All Qualifying Non-CREST Shareholders, irrespective of their registered address must make payment in Sterling or Euro. The price per Open Offer Share is £0.27 (€0.35). Payments made in Sterling and Euro must be made by cheque or bankers' drafts drawn on a bank or building society or branch of a bank or building society in Ireland or the UK or the Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or a member of either of the Committees of the Irish or Scottish or Belfast Clearing Houses or which has arranged for its cheques and bankers' drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right hand corner.
All cheques and bankers' drafts in Sterling and Euro must be made payable to 'CIS (Ireland) Ltd - re USOG Open Offer 2016' and crossed 'A/C Payee only'.
The Company reserves the right to have cheques and bankers' drafts presented for payment on receipt and to instruct Computershare Investor Services (Ireland) Limited to seek special clearance of cheques to allow the Company to obtain value for remittances at the earliest opportunity. Any person returning an Application Form with a remittance in the form of a cheque warrants that the cheque will be honoured on first presentation. The Company may elect at its sole discretion to treat as invalid any acceptance in respect of which remittance is notified to it as not having been so honoured. If cheques or bankers' drafts are presented before the Conditions of the Open Offer are fulfilled, the application monies will be held in a separate interest bearing account, with any interest being retained for the benefit of the Company, until all conditions are met. If the Conditions of the Open Offer are not fulfilled by 11:00 a.m. on 8 April 2016 at the latest, the Open Offer will lapse and application monies will be returned, without interest, by crossed cheque in favour of the applicant(s) through the post at his/her/their own risk as soon as practicable after the lapse of the Open Offer.
All enquiries in connection with the procedure for application and completion of the Application Form should be referred to Computershare Investor Services (Ireland) Limited, which is acting as receiving agent and paying agent in respect of the Open Offer. The Computershare Shareholder helpline is available on 01 447 5566 if you are a Shareholder resident in Ireland, or if you are a Shareholder resident in the UK or an Overseas Shareholder, on +353 1 447 5566 from 9.00 a.m. to 5.00 p.m. on Monday to Friday (excluding holidays). Please note that Computershare Investor Services (Ireland) Limited cannot provide advice on the merits of the Open Offer or give any financial or tax advice. For Qualifying Non-CREST Shareholders who have applied using an Application Form, definitive share certificates in respect of the Open Offer Shares are expected to be despatched within 14 days of the Closing Date. Pending despatch of the definitive share certificates, transfers of Open Offer Shares will be certified against the register. All documents or remittances sent by or to applicants, or as they may direct, will be sent through the post at their own risk. The Open Offer Shares will be issued in dematerialised or registered form as required by individual Shareholders on the Application Form.
(e) Incorrect sums
If an Application Form encloses a payment for an incorrect sum, the Company, through the Receiving Agent, reserves the right:
(i) to reject the application in full and return the cheque or bankers' draft or refund the payment to the Qualifying Non-CREST Shareholder in question; or
(ii) in the case that an insufficient sum is paid, to treat the application as a valid application for such lesser whole number of Open Offer Shares as would be able to be applied for with that payment at the Open Offer Price, refunding any unutilised sum to the Qualifying Non-CREST Shareholder in question, save that any sums of less than £10.00 will be retained for the benefit of the Company; or (iii) in the case that an excess sum is paid, to treat the application as a valid application for all of the Open Offer Shares referred to in the Application Form, refunding any unutilised sums to the Qualifying Non-CREST Shareholder in question, save that any sums of less than £10.00 will be retained for the benefit of the Company.
(f) Effect of valid application
A Qualifying non-CREST Shareholder by completing and delivering the Application Form will thereby:
a) request that the Open Offer Shares to which he will become entitled be issued to him on the terms set out in this Circular, subject to the memorandum and articles of association of the Company;
b) agree that all applications and contracts resulting therefrom under the Open Offer shall be governed by, and construed in accordance with, the laws of Ireland and that such applicant submits to the jurisdiction of the Irish Courts and agrees that nothing shall limit the right of the Company to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts in any other manner permitted by law or in any court of competent jurisdiction;
c) represent and warrant that he is not, nor is he applying on behalf of, or for the account or benefit of, a Shareholder who has a registered address, or is located, in the United States, or who has a registered address, or is located, in or, who is a citizen or resident, of any of the Restricted Jurisdictions and he is not applying with a view to reoffering, re-selling, transferring or delivering any of the Open Offer Shares which are the subject of his application to, or for the benefit of, a Shareholder who has a registered address, or is located, in the United States, or who has a registered address, or is located, in or, who is a citizen or resident, of any of the Restricted Jurisdictions;
d) confirm that in making such application he is not relying on any information or representation other than that contained in this Circular and, accordingly, he agrees that no person responsible solely or jointly for this Circular or any part of it or involved in the preparation of it, shall have any liability for such information or representation not contained in this Circular and further agree that having had the opportunity to read this Circular, he will be deemed to have had notice of all information contained in this Circular;
e) represent and warrant that he is the Qualifying Non-CREST Shareholder originally entitled to the Open Offer Entitlement or he has received such Open Offer Entitlement by virtue of a bona fide market claim;
f) represents and warrants that, if such applicant signs an Application Form on behalf of somebody else, such applicant has due authority to do so on behalf of that other person and such person will also be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained herein and undertake to enclose such applicant's power of attorney or a copy thereof duly certified by a solicitor with the Application Form;
g) confirms, represents and warrants that such applicant is not under the age of 18;
and
h) agrees that any monies returnable to such applicant may be retained by Computershare Investor Services (Ireland) Limited pending clearance of such applicant's remittance and the completion of any verification of identity required by The Irish Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 (as amended) or the UK Money Laundering Regulations 2007 and/or any amendment, modification, and/or re-enactment of the same and that such monies will not bear interest.
2.2 If you have Open Offer Entitlements and Excess CREST Entitlements credited to your stock account in CREST in respect of your entitlement under the Open Offer
(a) General
Each Qualifying CREST Shareholder will receive a credit to his stock account in CREST of his Open Offer Entitlement equal to the maximum number of Open Offer Shares for which he is entitled to apply under the Open Offer.
The CREST stock account to be credited will be an account under the participant ID and member account ID that apply to the Existing Ordinary Shares held on the Record Date by the Qualifying CREST Shareholder in respect of which the Open Offer Entitlements have been allocated. If for any reason the Open Offer Entitlements cannot be admitted to CREST, or the stock accounts of Qualifying CREST Shareholders cannot be credited, by 14th March 2016 or such later time as the Company may decide, an Application Form will be sent to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements to be credited to his stock account in CREST. In these circumstances, the expected timetable as set out in this Circular will be adjusted as appropriate and the provisions of this Circular applicable to Qualifying Non-CREST Shareholders with Application Forms will apply to Qualifying CREST Shareholders who receive Application Forms.
Qualifying CREST Shareholders who wish to apply for any of their Open Offer Entitlement to Open Offer Shares should refer to the CREST manual for further information on the CREST procedures referred to below. Should you need advice with regard to these procedures, please contact the Computershare Investor Services (Ireland) Limited.
The Shareholder helpline is 01 447 5566 if you are a Shareholder resident in Ireland or, if you are a Shareholder resident in the UK or an Overseas Shareholder, on +353 (0)1 447 5566 from 9.00 a.m. to 5.00 p.m. on Monday to Friday (excluding holidays). Computershare Investor Services (Ireland) Limited cannot provide advice on the merits of the Open Offer or give any financial or tax advice. If you are a CREST sponsored member you should consult your CREST sponsor if you wish to apply for your Open Offer Entitlement to Open Offer Shares as only your CREST sponsor will be able to take the necessary action to make this application in CREST.
(b) Market Claims
The Open Offer Entitlements will constitute a separate security for the purposes of CREST. Although Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements may only be made by the Qualifying CREST Shareholder originally entitled or by virtue of a bona fide claim transaction. Transactions identified by the CREST Claims Processing Unit as 'cum' the Open Offer Entitlement will generate an appropriate market claim transaction and the relevant Open Offer Entitlement(s) will thereafter be transferred accordingly.
(c) USE Instructions
Qualifying CREST Shareholders who wish to apply for Open Offer Shares in CREST must send (or, if they are CREST sponsored members, procure that their CREST sponsor sends) a USE instruction to Euroclear which, on its settlement, will have the following effect:
(i) the crediting of a stock account of Computershare Investor Services (Ireland) Limited under the participant ID and member account ID specified below, with a number of Open Offer Entitlements corresponding to the number of Open Offer Shares applied for; and
(ii) the creation of a CREST payment, in accordance with the CREST payment arrangements in favour of the payment bank of Computershare Investor Services (Ireland) Limited in respect of the amount specified in the USE instruction which must be the full amount payable on application for the number of Open Offer Shares referred to in (i) immediately above.
(d) Content of USE instructions in respect of Open Offer Entitlements.
The USE instruction must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:
(i) the number of Open Offer Shares comprised in the relevant Open Offer Entitlement for which application is being made (and hence that part of the Open Offer Entitlement to Open Offer Shares being delivered to Computershare Investor Services (Ireland) Limited);
(ii) the ISIN of the Open Offer Entitlement; this is IE00BYZ0F529;
(iii) the participant ID of the accepting CREST member;
(iv) the member account ID of the accepting CREST member from which the Open Offer
Entitlements are to be debited;
(v) the participant ID of Computershare Investor Services (Ireland) Limited, in its capacity as CREST receiving agent: this is RA86;
(vi) the member account ID of Computershare Investor Services (Ireland) Limited, in its capacity as CREST receiving agent: this is USOILGAS;
(vii) the amount payable (in Sterling or Euro only) by means of a CREST payment on settlement of the USE instruction; this must be the full amount payable on application for the number of Open Offer Shares referred to in (i) immediately above;
(viii) the intended settlement date; this must be on or before 11.00 a.m. on 1st April 2016; and
(ix) the Corporate Action Number for the Open Offer; this will be available by reviewing the relevant corporate action details in CREST.
In order for an application under the Open Offer by a Qualifying CREST Shareholder for all or part of his entitlement to Open Offer Shares to be valid, the USE instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 1st April 2016.
In order to assist prompt settlement of the USE instruction CREST members (or their sponsors, where applicable) may consider adding the following non-mandatory fields to their USE instruction:
(i) contact name and telephone number (in the free format shared note field); and
(ii) a priority of at least 80.
Qualifying CREST Shareholders and, in the case of CREST sponsored members, their CREST sponsors, should note that the last time at which a USE instruction may settle is 11.00 a.m. on 1st April; 2016. In the event that the Open Offer does not become unconditional by 08.00 a.m. on 8th April 2016 at the latest the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will be disabled and the Receiving Agent will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, as soon as reasonably practicable thereafter. Any interest earned on such monies will be retained for the benefit of the Company.
Open Offer Entitlements held in CREST are expected to be disabled in all respects after 11.00 a.m. on 1st April 2016 (the latest time and date for applications under the Open Offer). If the conditions to the Open Offer described above are satisfied, Open Offer Shares will be issued in uncertificated form to those persons who submitted a valid application for Open Offer Shares by utilising the CREST application procedures and whose applications have been accepted by the Company on the day on which such conditions are satisfied (expected to be 5th April 2016. On this day, Computershare Investor Services (Ireland) Limited will instruct Euroclear to credit the appropriate stock accounts of such persons with such persons' entitlements to Open Offer Shares with effect from the 08.00 a.m. on 5th April 2016. The stock accounts to be credited will be accounts under the same participant IDs and member account IDs in respect of which the USE instruction was given.
Notwithstanding this or any other provision of this Circular or the Application Form, the Company reserves the right to send to a Qualifying CREST Shareholder an Application Form instead of crediting the relevant stock account with Open Offer Entitlements or to issue any Open Offer Shares in certificated form for any reason. In normal circumstances this right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or any part of CREST) or the facilities and/or systems operated by Computershare Investor Services (Ireland) Limited in connection with CREST. This right may be exercised if CREST member account details held by Computershare Investor Services (Ireland) Limited on behalf of Shareholders are incorrect or if Computershare Investor Services (Ireland) Limited is unable for any reason to credit the CREST member account.
(e) Depositing of Open Offer Entitlements into, and withdrawal from, CREST
A Qualifying Non-CREST Shareholder's entitlement under the Open Offer as shown by the number of Open Offer Entitlements set out in the Application Form may be deposited into CREST (either into the account of the Qualifying Non-CREST Shareholder named in the Application Form or into the name of a person entitled by virtue of a bona fide market claim). Similarly, Open Offer Entitlements held in CREST may be withdrawn from CREST so that the entitlement under the Open Offer is reflected in an Application Form. Normal CREST procedures (including timings) apply in relation to any such deposit or withdrawal, subject (in the case of a deposit into CREST) as set out in the Application Form.
A holder of an Application Form who is proposing to deposit the entitlement set out in such form is recommended to ensure that the deposit procedures are implemented in sufficient time to enable the person holding or acquiring the Open Offer Entitlements following their deposit into CREST to take all necessary steps in connection with taking up the entitlement prior to 3.00 p.m. on the 30th March 2016.
In particular, having regard to normal processing times in CREST and on the part of Computershare Investor Services (Ireland) Limited, the recommended latest time for depositing an Application Form with the CREST Courier and Sorting Service, where the person entitled wishes to hold the entitlement under the Open Offer set out in such Application Form as Open Offer Entitlements in CREST, is 3.00 p.m. on the 30th March 2016, and the recommended latest time for receipt by Euroclear of a dematerialised instruction requesting withdrawal of Open Offer Entitlements from CREST is 4.30 p.m. on 29th March 2016, in either case so as to enable the person acquiring or (as appropriate) holding the Open Offer Entitlements following the deposit or withdrawal (whether as shown in an Application Form or held in CREST) to take all necessary steps in connection with applying in respect of the Open Offer Entitlements prior to 11.00 a.m. on 1st April 2016.
Delivery of an Application Form with the CREST deposit form duly completed either in respect of a deposit into the account of the Qualifying Non-CREST Shareholder named in the Application Form or into the name of another person, shall constitute a representation and warranty to the Company and Computershare Investor Services (Ireland) Limited by the relevant CREST member(s) that it/they is/are not in breach of the 'Shareholder Declarations' set out in the Application Form, and a declaration to the Company and Computershare Investor Services (Ireland) Limited from the relevant CREST member(s) that it/they is/are not located, or does not/do not has/have a registered address, in the United States, or not located, or does not/do not has/have a registered address, in or, is/are not a citizen(s) or resident(s), of a Restricted Jurisdiction and, where such deposit is made by a beneficiary of a market claim, a representation and warranty that the relevant CREST member(s) is/are entitled to apply under the Open Offer by virtue of the bona fide claim.
(f) Validity of application
A USE instruction complying with the requirements as to authentication and contents set out above which settles by no later than 11.00 a.m. on 1st April 2016 will constitute a valid application under the Open Offer.
(g) CREST procedures and timings
Qualifying CREST Shareholders and (where applicable) their CREST sponsors should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of a USE instruction and its settlement in connection with the Open Offer. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his CREST sponsor takes) such action as shall be necessary to ensure that a valid application is made as stated above by 11.00 a.m. on 1st April 2016. In this connection, CREST members and (where applicable) their CREST sponsors are referred in particular to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
(h) Incorrect sums
If a USE instruction includes a CREST payment for an incorrect sum, the Company through Computershare Investor Services (Ireland) Limited reserves the right:
(i) to reject the application in full and refund the payment to the CREST member in question (with any interest retained for the benefit of the Company);
(ii) in the case that an insufficient sum is paid, to treat the application as a valid application for such lesser whole number of Open Offer Shares as would be able to be applied for with that payment at the Open Offer Price, refunding any unutilised sum to the CREST member in question, save that any sums of less than £10 will be retained for the benefit of the Company; or
(iii) in the case that an excess sum is paid, to treat the application as a valid application for all of the Open Offer Shares referred to in the USE instruction, refunding any unutilised sums to the CREST member in question, save that any sums of less than £10 will be retained for the benefit of the Company.
(i) Effect of valid application
A Qualifying CREST Shareholder who makes or is treated as making a valid application for his Open Offer Entitlement to Open Offer Shares in accordance with the procedures will thereby:
a. pay the amount payable on application in accordance with the above procedures by means of a CREST payment in accordance with the CREST payment arrangements (it being acknowledged that the payment to Computershare Investor Services (Ireland) Limited in accordance with the CREST payment arrangements shall, to the extent of the payment, discharge in full the obligation of the CREST member to pay to the Company the amount payable on application);
b. request that the Open Offer Shares to which he will become entitled be issued to him on the terms set out in this Circular, subject to the memorandum and articles of association of the Company;
c. agree that all applications and contracts resulting therefrom under the Open Offer shall be governed by, and construed in accordance with, the laws of Ireland and that such applicant submits to the jurisdiction of the Irish Courts and agrees that nothing shall limit the right of the Company to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts in any other manner permitted by law or in any court of competent jurisdiction;
d. represent and warrant that he is not, nor is he applying on behalf of, or for the account or benefit of, a Shareholder who has a registered address, or is located, in the United States, or who has a registered address, or is located, in or, who is a citizen or resident, of any of the Restricted Jurisdictions and he is not applying with a view to reoffering, re-selling, transferring or delivering any of the Open Offer Shares which are the subject of his application to, or for the benefit of, a Shareholder who has a registered address, or is located, in the United States, or who has a registered address, or is located, in or, who is a citizen or resident, of any of the Restricted Jurisdictions;
e. confirm that in making such application he is not relying on any information or representation other than that contained in this Circular and, accordingly, he agrees that no person responsible solely or jointly for this Circular or any part of it or involved in the preparation of it, shall have any liability for such information or representation not contained in this Circular and further agree that having had the opportunity to read this Circular, he will be deemed to have had notice of all the information contained in this Circular;
f. represent and warrant that he is the Qualifying CREST Shareholder originally entitled to the Open Offer Entitlement or that he has received such Open Offer Entitlement by virtue of a bona fide claim;
g. represents and warrants that, if such applicant signs an Application Form on behalf of somebody else, such applicant has due authority to do so on behalf of that other person and such person will also be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained herein and undertake to enclose such applicant's power of attorney or a copy thereof duly certified by a solicitor with the Application Form;
h. confirms, represents and warrants that such applicant is not under the age of 18;
and
i. agrees that any monies returnable to such applicant may be retained by Computershare Investor Services (Ireland) Limited pending clearance of such applicant's remittance and the completion of any verification of identity required by The Irish Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 (as amended) or the UK Money Laundering Regulations 2007 and/or any amendment, modification, and/or re-enactment of the same and that such monies will not bear interest.
(j) Company's discretion as to rejection and validity of applications
The Company may in its sole discretion:
(i) treat as valid (and binding on the CREST member concerned) an application which does not comply in all respects with the requirements as to validity set out or referred to in Part II of this document;
(ii) accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor as constituting a valid application in substitution for or in addition to a USE instruction and subject to such further terms and conditions as the Company may determine;
(iii) treat a properly authenticated dematerialised instruction (in this sub-paragraph the 'first instruction') as not constituting a valid application if, at the time at which Computershare Investor Services (Ireland) Limited receives a properly authenticated dematerialised instruction giving details of the first instruction or thereafter, either the Company or Computershare Investor Services (Ireland) Limited has received actual notice from Euroclear of any of the matters specified in regulation 35(5)(a) of the CREST Regulations in relation to the first instruction. The matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and
(iv) accept an alternative instruction or notification from a CREST member or CREST sponsored member (or where applicable) a CREST sponsor, or extend the time for settlement of a USE instruction or any alternative instruction or notification, in the event that, for reasons or due to circumstances outside the control of any CREST member or CREST sponsored member (or where applicable) the CREST sponsor, the CREST member or CREST sponsored member is unable validly to apply for Open Offer Shares by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or systems operated by Computershare Investor Services (Ireland) Limited in connection with CREST.
(k) Excess applications
Qualifying CREST Shareholders may apply for Open Offer Shares in excess of the Open Offer Entitlement to Open Offer Shares. Applications for Open Offer Shares in excess of a Qualifying CREST Shareholder's Open Offer Entitlement will be satisfied to the extent that corresponding applications by other Qualifying Shareholders are not made. If there is an oversubscription resulting from excess applications, allocations in respect of such excess applications will be made pro rata to the number of excess Open Offer Shares applied for, or otherwise at the absolute discretion of the Company. A Qualifying CREST Shareholder should not make an excess application unless such relevant Qualifying CREST Shareholder has applied for his New Ordinary Shares pursuant to his Open Offer Entitlements in full.
The CREST accounts of Qualifying CREST Shareholders are being credited with Excess CREST Open Offer Entitlements in order for any applications for excess New Ordinary Shares to be settled through CREST and the credit of such Excess CREST Open Offer Entitlements does not in any way give a Shareholder a right to the New Ordinary Shares attributable to the Excess CREST Open Offer Entitlements as the Excess CREST Open Offer Entitlements are subject to scaling back in accordance with the terms of this Circular.
Excess CREST Open Offer Entitlements may not be sold or otherwise transferred. However, should a CREST member become entitled to Open Offer Entitlements by virtue of a bona fide market claim, in circumstances where the CREST member was not otherwise a Qualifying CREST Shareholder and therefore does not already have Excess CREST Open Offer Entitlements credited to his CREST account, such CREST member may apply to Computershare Investor Services (Ireland) Limited for the credit to his CREST account of Excess CREST Open Offer Entitlements and thereby apply for further New Ordinary Shares pursuant to the Excess Application Facility. Such requests should be made no later than 3.00 p.m. on the 30th March 2016.
Subject as provided in paragraph 4 of this Part II in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder will receive a credit to his stock account in CREST of excess CREST Open Offer Entitlements on a 20 for 1 basis based on the record date holding. To apply for excess New Ordinary Shares pursuant to the Open Offer, Qualifying CREST Shareholders should follow the instructions below and must not return a paper form or a cheque.
The provisions of paragraphs 2.2(b) to 2.2(c) above, paragraphs 2.2(e) to 2.2(j) above and paragraphs 2.2(l) to 2.2 (m) below apply mutatis mutandis to applications in respect of Excess Open Offer Entitlements, save that: (i) where the context permits references to 'Open Offer Entitlements' shall be deemed to be references to Excess CREST Open Offer Entitlements; and (ii) should a transaction be identified by the CREST Claims Processing Unit as 'cum' the Open Offer Entitlements and the relevant Open Offer Entitlement(s) be transferred, the Excess CREST Open Offer Entitlements will not transfer with the Open Offer Entitlement(s). Should a Qualifying CREST Shareholder cease to hold all of its Existing Ordinary Shares as a result of one or more bona fide market claims, the Excess CREST Open Offer Entitlements admitted to CREST and allocated to the relevant Qualifying Shareholder will be disabled. Please note that an additional USE Instruction must be sent in respect of the Excess CREST Open Offer Entitlements.
Should the Open Offer become unconditional and applications for New Ordinary Shares under the Open Offer exceed 10,744,663 New Ordinary Shares resulting in a scale back of applications, each Qualifying CREST Shareholder who has made a valid application pursuant to Excess CREST Open Offer Entitlements under the Excess Application Facility and from whom payment in full for the excess New Ordinary Shares has been received, will receive a Sterling or Euro amount (whichever is applicable) equal to the number of New Ordinary Shares validly applied and paid for but which are not allocated to the relevant Qualifying CREST Shareholder multiplied by the Open Offer Issue Price. Monies will be returned as soon as reasonably practicable following the completion of the scale back, without payment of interest and at the applicant's sole risk.
Fractions of New Ordinary Shares will not be issued under the Excess Application Facility and fractions of New Ordinary Shares will be rounded down to the nearest whole number.
All enquiries in connection with the procedure for excess applications should be referred to Computershare Investor Services (Ireland) Limited. The Computershare Shareholder helpline is available on 01 447 5566 if you are a Shareholder resident in Ireland, on +353 (0)1 447 5566 if you are a Shareholder resident in the UK or an Overseas Shareholder, from 9.00 a.m. to 5.00 p.m. on Monday to Friday (excluding holidays). Please note that Computershare Investor Services (Ireland) Limited cannot provide advice on the merits of the Open Offer or give any financial or tax advice.
(l) Content of USE instructions in respect of Excess CREST Open Offer Entitlements
The USE instruction must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:
(i) the number of Open Offer Shares comprised in the relevant Open Offer Entitlement for which application is being made (and hence the number of the Excess CREST Open Offer Entitlement(s) being delivered to Computershare Investor Services (Ireland) Limited);
(ii) the ISIN of the Excess CREST Open Offer Entitlements; this is IE00BYZ0FB88;
(iii) the participant ID of the accepting CREST member;
(iv) the member account ID of the accepting CREST member from which the Open Offer Entitlements are to be debited;
(v) the participant ID of Computershare Investor Services (Ireland) Limited, in its capacity as CREST receiving agent: this is RA86;
(vi) the member account ID of Computershare Investor Services (Ireland) Limited, in its capacity as CREST receiving agent: this is RA86;
(vii) the amount payable (in Sterling only) by means of a CREST payment on settlement of the USE instruction; this must be the full amount payable on application for the number of Open Offer Shares referred to in (i) immediately above;
(viii) the intended settlement date; this must be on or before 11.00 a.m. on the 1st of April 2016; and
(ix) the Corporate Action Number for the Excess Open Offer; this will be available by reviewing the relevant corporate action details in CREST.
In order for an application under the Open Offer by a Qualifying CREST Shareholder for all or part of his entitlement to Open Offer Shares to be valid, the USE instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on the 1st of April 2016.
In order to assist prompt settlement of the USE instruction CREST members (or their sponsors, where applicable) may consider adding the following non-mandatory fields to their USE instruction:
(i) contact name and telephone number (in the free format shared note field); and
(ii) a priority of at least 80.
Qualifying CREST Shareholders and, in the case of CREST sponsored members, their CREST sponsors, should note that the last time at which a USE instruction may settle is 11.00 a.m. on the 1st of April 2016. Please note that automated CREST generated claims and buyer protection will not be offered on the Excess CREST Open Offer Entitlement security.
(m) Lapse of the Open Offer
If the conditions of the Open Offer are not fulfilled by 08.00 a.m. on 8 April 2016 at the latest, the Open Offer will lapse, the Open Offer Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will be disabled and the Registrar will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, as soon as reasonably practicable thereafter. The interest earned on such monies, if any, will be retained for the benefit of the Company.
3. Anti-Money Laundering Legislation
It is a term of the Open Offer that, to ensure compliance with Anti-Money Laundering Legislation, the Company and/or the Registrar, may require verification of the identity of the person by whom or on whose behalf a Application Form is lodged with payment (which requirements are referred to below as the "verification of identity requirements"). The person(s) (the "acceptor") who, by lodging a Application Form with payment, as described above, accept(s) the allotment of the Open Offer Shares (the "relevant Open Offer Shares") comprised in such Application Form (being the provisional allottee or, in the case of renunciation, the person named in such Application Form) shall thereby be deemed to agree to provide the Registrars and/or the Company with such information and other evidence as they or either of them may require to satisfy the verification of identity requirements and agree for the Registrar to make a search via a credit reference agency where deemed necessary (a record of the search results will be retained).
If the Registrar determines that the verification of identity requirements apply to an acceptance of an allotment and the verification of identity requirements have not been satisfied (which the Registrar shall in its absolute discretion determine) by 1st April 2016, U.S Oil and Gas may, in its absolute discretion, and without prejudice to any other rights of the Company, treat the acceptance as invalid or may confirm the allotment of the relevant Open Offer Shares to the acceptor but (notwithstanding any other term of the Open Offer) such Open Offer Shares will not be issued to him or her or registered in his or her name until the verification of identity requirements have been satisfied (which the Registrar shall in its absolute discretion determine). If the acceptance is not treated as invalid and the verification of identity requirements are not satisfied within such period, being not less than seven days after a request for evidence of identity is dispatched to the acceptor, as U.S. Oil and Gas may in its absolute discretion allow, U.S. Oil and Gas will be entitled to make arrangements (in its absolute discretion as to manner, timing and terms) to place the relevant Open Offer Shares (and for that purpose U.S. Oil and Gas will be expressly authorised to act as agent of the acceptor). Any proceeds of sale (before expenses) of the relevant Open Offer Shares which shall be issued to and registered in the name of the purchaser(s) or an amount equivalent to the original payment, whichever is the lower, will be held by U.S Oil and Gas in trust for the acceptor, subject to the requirements of the Anti-Money Laundering Legislation. The Registrar is entitled in its absolute discretion to determine whether the verification of identity requirements apply to any acceptor and whether such requirements have been satisfied. Neither the Company nor the Registrars will be liable to any person for any loss suffered or incurred as a result of the exercise of any such discretion or as a result of any sale of relevant Open Offer Shares.
Return of an Application Form with the appropriate remittance will constitute a warranty from the acceptor that the Anti-Money Laundering Legislation will not be breached by acceptance of such remittance. If the verification of identity requirements apply, failure to provide the necessary evidence of identity may result in your acceptance being treated as invalid or in delays in the dispatch of a receipted fully paid Application Form or a share certificate.
The verification of identity requirements will not usually apply:
(i) if the acceptor is an organisation not required to comply with Anti-Money Laundering Legislation; or
(ii) if the acceptor is a regulated Irish broker or intermediary acting as agent and is itself subject to the Anti-Money Laundering Legislation; or
(iii) if the acceptor (not being an acceptor who delivers his or her acceptance in person) makes payment by way of a cheque drawn on an account in the name of such acceptor; or
(iv) if the aggregate subscription price for the relevant shares is less than €15,000.
Where the verification of identity requirements apply, please note the following as this will assist in satisfying the requirements. Satisfaction of the verification of identity requirements may be facilitated in the following ways:
(i) if payment is made by cheque or banker's draft in Sterling or Euro drawn on a licensed bank, building society or credit institution or branch of a licensed bank, building society or credit institution and bearing a bank sort code number in the top right-hand corner, the following applies:
Cheques should be made payable to CIS (Ireland) Ltd - re USOG Open Offer 2016 and crossed "A/C payee only".
Third-party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the building society cheque/ banker's draft to such effect. The account name should be the same as that shown on the application; or
(ii) if the Application Form is lodged with payment by an agent which is an organisation of the kind referred to in (i) above or which is subject to anti money-laundering regulation in a country which is a member of the Financial Action Task Force (the non-European Union members of which are Argentina, Australia, Brazil, Canada, Hong Kong, Iceland, India, Japan, Mexico, New Zealand, Norway, the Republic of Korea, the Russian Federation, Singapore, South Africa, Switzerland, Turkey, the United States of America and, by virtue of their membership of the Gulf Co-operation Council, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the UAE), the agent should provide written confirmation with the Application Form that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the persons for whom it acts and that it will on demand make such evidence available to the Registrar or the relevant authority; or
(iii) if an Application Form is lodged by hand by the acceptor in person, he/she should ensure that he/she has with him or her evidence of identity bearing his or her photograph (for example, his or her passport) and evidence of his or her address. In order to confirm the acceptability of any written assurance referred to above or any other case, the acceptor should contact the Registrar.
4. Overseas Shareholders
The distribution of this Circular and the making of the Open Offer to persons located or resident in, or who are citizens of, or who have a registered address in, countries other than Ireland or the United Kingdom may be restricted by the law or regulatory requirements of the relevant jurisdiction. Any failure to comply with such restrictions may constitute a violation of the securities laws of the relevant jurisdiction. Any Shareholder who is in any doubt as to his or her position should consult an appropriate professional adviser without delay.
In particular, the Open Offer Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and, subject to certain exceptions, may not be offered or sold in the United States. Accordingly, the Company is not extending the Open Offer into the United States and the Open Offer Shares and entitlements thereto are only being offered and sold outside the United States in reliance on Regulation S under the Securities Act.
Receipt of this Circular and/or the Application Form will not constitute an invitation to subscribe for Open Offer Shares in those jurisdictions in which it would be illegal to make such an invitation or any related offer and/or acceptance and, in those circumstances, this Circular and/or the Application Form will be sent for information only and should not be copied or redistributed. No person receiving a copy of this Circular and/or the Application Form in any territory other than Ireland or the United Kingdom may treat the same as constituting an invitation or offer to him or her, or use the Application Form, unless in the relevant territory such an invitation or offer could lawfully be made to him/her and such an Application Form could lawfully be used, and any transaction resulting from such use could be effected, without contravention of any registration or other legal or regulatory requirements.
Accordingly, persons receiving a copy of this Circular and/or the Application Form should not, in connection with the Open Offer or otherwise, distribute or send the same to any person in, or citizen or resident of, or into any jurisdiction where to do so would or might contravene local securities laws or regulations. If a copy of this Circular and/or the Application Form is received by any person in any such territory, or by their agent or nominee in any such territory, he or she must not seek to apply for Open Offer Shares. Any person who does forward this Circular and/or the Application Form into any such territories (whether under a contractual or legal obligation or otherwise) should draw the recipient's attention to the contents of this paragraph 4.
Any person (including, without limitation, nominees and trustees) outside Ireland or the United Kingdom wishing to apply for Open Offer Shares must satisfy himself/herself as to full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories. The comments set out in this paragraph 4 are intended as a general guide only and any Qualifying Shareholder who is in any doubt as to his/her position should consult his/her appropriately authorised professional adviser without delay. The Company reserves the right to treat as invalid any application or purported application for Open Offer Shares which appears to the Company or its agents to have been executed, effected or despatched in a manner which may involve a breach of the laws or regulations of any jurisdiction or if the Company believes or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of share certificates for Open Offer Shares, or in the case of a credit of Open Offer Shares in CREST to a CREST Member whose registered address would be, in the United States or in a Restricted Jurisdiction.
The Company reserves the right to treat as invalid any Application Form that appears to the Company or its agents to have been executed in, or despatched from, the United States, or that provides an address in the United States for the receipt of New Ordinary Shares, or which does not make the warranties set out in the Application Form or where the Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements.
Due to restrictions under the securities laws of the Restricted Jurisdictions and subject to certain exemptions, Shareholders who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, any Restricted Jurisdiction will not qualify to participate in the Open Offer and will not be sent an Application Form nor will their stock accounts in CREST be credited with Open Offer Entitlements.
The New Ordinary Shares have not been and will not be registered under the relevant laws of any Restricted Jurisdiction or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any Restricted Jurisdiction, except pursuant to an applicable exemption.
Qualifying Shareholders in jurisdictions outside Ireland or the United Kingdom other than the United States or any of the Restricted Jurisdiction may, subject to the laws of their relevant jurisdiction, take up Open Offer Shares in accordance with the instructions set out in this Circular and the Application Form. Such Qualifying Shareholders who have registered addresses in, or who are resident in, or who are citizens of, countries other than Ireland or the United Kingdom should, however, consult their appropriate professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Open Offer Shares. Notwithstanding any other provision of this Circular or the Application Form, the Company reserves the right to permit any Qualifying Shareholder to apply for Open Offer Shares if the Company, in its sole and absolute discretion, is satisfied at any time prior to 11.00 a.m. on 1st April 2016 that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question. If you are in any doubt as to your eligibility to take up Open Offer Shares, you should contact an appropriate professional adviser immediately.
5. Open Offer Consideration
The total consideration raised from the Open Offer shall not exceed £2,901,059 (before expenses) and the Ordinary Shares issued shall not exceed 10,744,663 New Ordinary Shares , and (if necessary) the number of Open Offer Shares that may be issued shall be scaled back by the Directors.
6. Governing law
The terms and conditions of the Open Offer as set out in Part II of this Circular and the Application Form shall be governed by, and construed in accordance with, Irish law. The Courts of Ireland are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Open Offer, this Circular and the Application Form. By taking up Open Offer Shares in accordance with the instructions set out in this Circular and the Application Form, Qualifying Shareholders irrevocably submit to the exclusive jurisdiction of the Courts of Ireland and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.
7. Times and dates
The times and dates set out in the expected timetable of principal events at the beginning of this document are indicative only and may be adjusted by agreement between the Company and its advisors, in which event details of the new times and dates will be notified to a Regulatory Information Service and, where appropriate, to Qualifying Shareholders.
8. Revocation of the Offer
Up until the Closing Date, the Open Offer can be revoked or suspended by the Company. Revocation cannot occur after the Closing Date . In the event of a revocation the Company will notify a Regulatory Information Service and, where appropriate, Qualifying Shareholders.
9. Results of the Open Offer
The results of the Open Offer will be announced via a Regulatory Information Service two business days after the Closing Date. This announcement will include a statement of the extent to which excess applications, if made, will be or have been satisfied.
