By Laura Lutz
Washington, Nov. 29 - Falkland Oil and Gas Ltd. arranged a private placement of convertible loan notes with RAB Special Situations (Master) Fund Ltd. for £8 million.
The 6% five-year notes will be convertible at 80p per share. Full conversion would lead to the issue of 10 million shares of the company.
Interest may be paid in cash or securities at the company's option.
The notes are not redeemable or repayable by the company before maturity.
RAB will also receive 6 million warrants, exercisable at £1.00 per share for six years.
RAB will subscribe for £2 million upon completion of the final documentation; £2 million on Feb. 23, 2007; £2 million on April 30, 2007; and £2 million on Sept. 24, 2007.
If the company issues shares or securities convertible into shares at a price lower than 80p each, the conversion price of the shares will be adjusted to the lower of 80p or a 10% premium to the price at which those shares are issued.
If the company issues shares or securities convertible into shares at a price lower than £1.00 each, the exercise price of the warrants will be adjusted to the lower of 100p or a 30% premium to the price at which those shares are issued.
Proceeds will be used for ongoing exploration in the company's properties in the Falklands.
Falkland Oil and Gas is an energy exploration company based in London.
| Issuer: | Falkland Oil and Gas Ltd.
|
| Issue: | Convertible loan notes
|
| Amount: | £8 million
|
| Maturity: | Five years
|
| Coupon: | 6%
|
| Price: | Par
|
| Yield: | 6%
|
| Conversion ratio: | Into 10 million shares
|
| Conversion price: | 80p
|
| Warrants: | For 6 million shares
|
| Warrant expiration: | Six years
|
| Warrant strike price: | £1.00
|
| Investor: | RAB Special Situations (Master) Fund Ltd.
|
| Pricing date: | Nov. 29
|
| Stock symbol: | London: FOGL
|
| Stock price: | 75.50p at close Nov. 29
|
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