THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN
PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, RUSSIA,
BERMUDA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE NOR A SOLICITATION TO
PURCHASE OR SUBSCRIBE FOR
SECURITIES, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, RUSSIA,
BERMUDA, SOUTH AFRICA. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Alliance Oil Company Ltd.
(formerly West Siberian Resources Ltd) (the “Company”)
is pleased to announce
the pricing of its offering of US$ 265 million principal
amount of 7.25%
convertible bonds (“Bonds”) due 2014 (the “Bond Offering”) and
approximately
US$ 125 million in newly issued common shares in the form of
Swedish
depository receipts (“SDRs”) listed on Nasdaq OMX Nordic (the “Equity
Offering”, and together with the Bond Offering, the “Offerings”). The Bonds
will
be convertible into SDRs at an initial conversion price of SEK 121.1250
per SDR
and will carry a quarterly coupon of 7.25% per annum. In the Equity
Offering
10,000,000 new common shares will be issued as SDRs at an issue
price of SEK
95.0 per SDR.
“The successful offering will strengthen our balance
sheet and further improve
our financial position. New funds grant us
additional flexibility as we pursue
opportunities for long term growth. The
Company now has a solid foundation on
which to execute its growth strategy”
said Arsen Idrisov, the Company's Managing
Director, in a comment in response
to today's announcement.
The Bonds will be convertible
into SDRs at an initial conversion price of SEK
121.1250 per SDR. The
conversion price represents a 27.5% premium to the Equity
Offering placement
price of SEK 95.0 per SDR, which is the reference price for
the convertible
bond. The Bonds are to have a quarterly coupon of 7.25% per
annum and
will be issued at 100% of their principal amount and, unless
previously redeemed, converted or cancelled, will mature on the fifth
anniversary of their issue, in 2014. The Company will have the option to
call
the Bonds after the first three years at their principal amount,
together with
accrued interest, if the market price of the SDRs deliverable
on conversion of
the Bonds would exceed 130% of the principal amount of the
Bonds over a
specified period. In connection with the agreement to
subscribe for the Bonds,
the Company has granted the joint bookrunners in
the Bond Offering an
over-allotment option to subscribe for up to
an additional US$ 35 million in
principal amount of Bonds, which if
exercised in full would result in an
increase in the aggregate
principal amount of the Bonds to US$ 300 million. This
option may be exercised
at any time on or prior to 16 July 2009.
In the Equity
Offering, the Company has agreed to place 10,000,000 SDRs, equal
to
approximately 5.83% of the Company's outstanding share capital, post issue.
The total number of outstanding shares/SDRs in the Company will increase to
171,528,414 with a total share capital of US$ 171,528,414, following the
placement. The issue price of the SDRs is SEK 95.0 per SDR for gross
proceeds of
approximately US$ 125 million (at a rate of 0.1316 US$ per 1 SEK).
This may be
subject to an increase of up to 1,200,000 additional shares,
corresponding to
additional gross proceeds of up to approximately US$ 15
million, in the event
the over-allotment option granted to the joint
bookrunners in the Equity
Offering is exercised in full. This option
may be exercised at any time within
30 days after the Pricing Date.
The proceeds from the Offerings are
intended to be used to further strengthen
the Company's balance sheet and
liquidity position, to reduce short term debt
and to provide additional
flexibility for both organic growth opportunities and
potential acquisitions.
The Offerings will result in additional improvements in
the capital structure
and will provide a stronger basis for the funding of the
Company's long term
investment plans.
Settlement and
delivery of the SDRs is expected to occur on or about 17 June
2009 and of
the Bonds on or about 16 July 2009.
Application will be made to the Luxembourg Stock Exchange for Bonds to be
listed
on the Official List and traded on the unregulated market of the
Luxembourg
Stock Exchange, the Euro MTF. The SDRs will be listed on the
Nasdaq OMX Nordic.
In connection with the Bond Offering, Merrill Lynch
International and Morgan
Stanley & Co. International plc are acting as
joint bookrunners and joint lead
managers, BNP Paribas is acting as senior
co-lead manager, and Carnegie
Investment Bank AB (publ) and VTB
Capital plc are acting as co-lead managers. In
connection with the Equity
Offering, Merrill Lynch International, Morgan Stanley
& Co. International plc
and Carnegie Investment Bank AB (publ) are acting as
joint bookrunners and
joint lead managers, VTB Capital plc is acting as senior
co-lead manager and
BNP Paribas as co-lead manager.
For further
information please contact:
Arsen
Idrisov, Managing Director, Alliance Oil Company Ltd., tel. +7 (495) 777
18 08
Eric Forss, Chairman, Alliance Oil Company Ltd., tel. +46 8 613 00 85
Also visit www.allianceoilco.com
Alliance Oil Company Ltd is a leading independent oil company
with vertically
integrated operations in Russia and Kazakhstan. Alliance Oil
has proved and
probable oil reserves of 487 million barrels, oil production of
approximately
45,000 barrels per day, refining capacity of 70,000 barrels per
day and a
network of gas stations and wholesale oil products terminals.
Alliance Oil's
depository receipts are traded on the NASDAQ OMX Nordic under
the symbol AOIL.
Important Notice
This is not an offer to sell, nor a solicitation
of an offer to buy any
securities and any discussions, negotiations
or other communications that may be
entered into, whether in connection with
the terms set out herein or otherwise,
shall be conducted subject to
contract. No representation or warranty, express
or implied, is or will be
made as to, or in relation to, and no responsibility
or liability is or will
be accepted by the Banks or by any of their respective
officers, employees
or agents as to or in relation to the accuracy or
completeness of
this document, any offering document, publicly available
information
on the Company, and (in the case of the Bonds only) the final
offering
circular to be produced in respect of the Bonds in due course or any
other
written or oral information made available to any interested party or its
advisers and any liability therefore is hereby expressly disclaimed.
Any allocation of the Bonds is made expressly subject to the terms and
disclosure set out in the final offering circular to be produced in
respect of
the Bonds in due course, and both the offering of the Bonds and
SDRs will be
subject to the condition that any offering of the securities
completes and that
the securities are issued and listed. In particular, it
should be noted that
any such offering and formal documentation relating
thereto will be subject to
conditions and termination events, including
those which are customary for such
offerings. Any such offering will not
complete unless such conditions are
fulfilled and any such termination
events have not taken place or the failure to
fulfil such a condition or the
occurrence of a termination event has been
waived, if applicable. The
banks reserve the right to exercise or refrain from
exercising their rights
in relation to the fulfilment or otherwise of any such
condition or the
occurrence of any termination event in such manner as they may
determine in
their absolute discretion.
Neither
the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of,
this
announcement.
This document is not for distribution, directly or indirectly in or
into the
United States (as defined in Regulation S under the US Securities
Act of 1933,
as amended (the "US Securities Act")). This document is not an
offer to sell
securities, or the solicitation of any offer to buy
securities, nor shall there
be any offer of securities in any jurisdiction in
which such offer or sale would
be unlawful. The securities mentioned in this
document have not been and will
not be registered under the US Securities
Act, and may not be offered or sold in
the United States absent registration
or exemption from registration under the
US Securities Act. There will be no
public offer of the securities in the United
States or in any other
jurisdiction.
In the United
Kingdom, this document is being distributed only to, and is
directed
only at, Qualified Investors (i) who have professional experience in
matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the
“Order”) or (ii) who fall within Article 49(2)(a) to (d) of the Order,
and (iii)
to whom it may otherwise lawfully be communicated (all such persons
together
being referred to as “relevant persons”). This document must not
be acted on or
relied on (i) in the United Kingdom, by persons who are not
relevant persons,
and (ii) in any member state of the European Economic
Area other than the United
Kingdom, by persons who are not Qualified
Investors.
Neither the Bonds nor the SDRs are
eligible for placement and circulation in the
Russian Federation unless and to
the extent otherwise permitted by Russian law.
This document does not
constitute an offer, or an invitation to make offers,
sell, exchange or
otherwise transfer the Bonds or the SDRs in the Russian
Federation or
to or for the benefit of any Russian person or entity.
ENDS
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