WESTMOUNT ENERGY LIMITED If you have sold or otherwise transferred all of your Existing Ordinary Shares prior to the Ex-entitlement Date, please send this document, together with its accompanying documents, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, the distribution of this document and/or any accompanying documents into a jurisdiction other than the United Kingdom may be restricted by law or regulation and therefore such documents should not be distributed, forwarded to or transmitted in or into the United States of America, Canada, Australia, Japan, the Republic of Ireland, or South Africa nor in or into any other jurisdiction where the extension of the Open Offer would breach any applicable law or regulation. If you have sold or transferred part of your holding of Existing Ordinary Shares prior to the Ex-entitlement Date, you are advised to consult your stockbroker, bank or other agent through whom the sale or transfer was effected and refer to the instructions regarding split applications set out in the accompanying Application Form.
The Open Offer does not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA and accordingly this document does not constitute a prospectus for the purposes of the Prospectus Rules made by the FCA pursuant to sections 73A(1) and (4) of FSMA and has not been pre-approved by the FCA pursuant to section 85 of FSMA.
(Incorporated under the Companies (Jersey) Law 1991 (as amended) with Registered Number 53623)
Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to the Company in connection with the matters described in this document. Persons receiving this document should note that Cenkos Securities plc will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos Securities plc or for advising any other person on the arrangements described in this document. Cenkos Securities plc has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Cenkos Securities plc for the accuracy of any information or opinion contained in this document or for the omission of any information.
The Company's Ordinary Shares are currently admitted to trading on AIM. Application will be made to the London Stock Exchange for the new Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective, and dealings for normal settlement in the Open Offer Shares will commence, at 8.00 a.m. on 14 December 2015. No application has been made for the new Ordinary Shares to be admitted to trading on any other investment exchange. The new Ordinary Shares will, on Admission, rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions thereafter declared, made or paid on the ordinary shares of the Company.
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority (being the FCA acting as competent authority for the purposes of Part V of FSMA) ('UKLA'). A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Neither the London Stock Exchange nor the UKLA has examined or approved the contents of this document. The AIM Rules for Companies are less demanding than those of the Official List of the UKLA. It is emphasised that no application is being made for admission of the Existing Ordinary Shares or the new Ordinary Shares to the Official List of the UKLA.
The Directors, whose names appear on page 50 of this document, and the Company accept responsibility, both individually and collectively, for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such document. All the Directors accept individual and collective responsibility for compliance with the AIM Rules for Companies.
This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part 1 of this document and to the Risk Factors in Part 2 of this document.The latest time for acceptance and payment under the Open Offer is 11.00 a.m. on 11 December 2015. The procedure for application is set out in Part 3 of this document and the Application Form.
This document does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy new Ordinary Shares and/or Open Offer Entitlements to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation. In particular, this document must not be taken, transmitted, distributed or sent, directly or indirectly, in, or into, the United States of America, Canada, Australia, Japan, the Republic of Ireland or South Africa or transmitted, distributed or sent to, or by, any national, resident or citizen of such countries. Accordingly, the new Ordinary Shares and/or Open Offer Entitlements may not, subject to certain exceptions, be offered or sold, directly or indirectly, in, or into, the United States of America, Canada, Australia, Japan, the Republic of Ireland or South Africa or in or into any other country, territory or possession where to do so may contravene local securities laws or regulations. The new Ordinary Shares and the Open Offer Entitlements have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under the securities legislation of any state of the United States of America, any province or territory of Canada, Australia, Japan, the Republic of Ireland or South Africa and they may not be offered or sold, directly or indirectly, within the United States of America or Canada, Australia, Japan, the Republic of Ireland, or South Africa or to or for the account or benefit of any national, citizen or resident of the United States of America, Canada, Japan, the Republic of Ireland, or South Africa or to any US person (within the definition of Regulation S made under the US Securities Act 1933 (as amended)).
A copy of this document has been delivered to the registrar of companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has given, and has not withdrawn, his consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958, to the issue of the new Ordinary Shares by the Company.
It must be distinctly understood that, in giving this consent, neither the registrar of companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. It should be remembered that the price of securities and the income from them can go down as well as up.
A copy of this document will also be available from the Company's website, (www.westmountenergy.com)
This document contains (or may contain) certain forward-looking statements with respect to the Company and certain of its goals and expectations relating to its future financial condition and performance which involve a number of risks and uncertainties. No forward-looking statement is a guarantee of future performance and actual results could differ materially from those contained in any forward-looking statements. Such forward-looking statements may use words such as 'aim', 'anticipate', 'target', 'expect', 'estimate', 'plan', 'goal', 'believe', 'will', 'may', 'should', and other words having a similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of changes in interest rates and foreign exchange rates, changes in legislation, changes in consumer habits and other factors outside the control of the Company, which may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements contained in this document are based upon information available to the Directors at the date of this document and the posting or receipt of the document shall not give rise to any implication that there has been no change in the facts set forth herein since such date.
This document is not a notice of the Company's Annual General Meeting that is to take place on 11 December 2015. That notice has been sent to Shareholders separately.
CONTENTSPage
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 3 KEY STATISTICS 4 DEFINITIONS 5 PART 1 LETTER FROM THE CHAIRMAN 9 PART 2 RISK FACTORS 15 PART 3 TERMS AND CONDITIONS OF THE OPEN OFFER 19 PART 4 QUESTIONS AND ANSWERS ABOUT THE OPEN OFFER 42 PART 5 ADDITIONAL INFORMATION 50 EXPECTED TIMETABLE OF PRINCIPAL EVENTSRecord Date for the Open Offer 5.30 p.m. on 18 November 2015 Ex-entitlement Date 20 November 2015
Announcement of the Open Offer 20 November 2015
Posting of this document and Application Form
to Qualifying non-CREST Shareholders 20 November 2015
Open Offer Entitlements and Excess CREST Open Offer Entitlements
credited to stock accounts of Qualifying CREST Shareholders 23 November 2015
Recommended latest time and date for requesting withdrawal
of Open Offer Entitlements from CREST 4.30 p.m. on 3 December 2015
Latest time and date for depositing Open Offer
Entitlements into CREST 3.00 p.m. on 4 December 2015
Latest time and date for splitting Application Forms
(to satisfy bona fide market claims only) 3.00 p.m. on 7 December 2015
Latest time and date for acceptance of the Open Offer and receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST
instruction (if appropriate) 11.00 a.m. on 9 December 2015
Latest time and date for receipt of proxy forms
for Annual General Meeting 11.00 a.m. on 9 December 2015 Announcement of result of Open Offer 11 December 2015 Annual General Meeting 11.00 a.m. on 11 December 2015
Admission and commencement of dealings
in the Open Offer Shares on AIM 8.00 a.m. on 14 December 2015
Open Offer Shares credited to CREST members' accounts 8.00 a.m. on 14 December 2015 Despatch of definitive share certificates for Open Offer Shares
in certificated form by 31 December 2015
Number of Open Offer Shares Basic entitlement under the Open Offer | 9,830,300 1 new Ordinary Shares for every |
1 Existing Ordinary Shares | |
Issue Price | 4 pence |
Maximum gross proceeds from the Open Offer* | £393,212.00 |
Enlarged issued shares following the Open Offer* | 19,660,600 |
Number of New Ordinary Shares to be issued under the New Investor Subscription | 6,000,000 |
Enlarged issued shares following the Open Offer and New Investor Subscription* | 25,660,600 |
New Ordinary Shares from Open Offer as a percentage of the Enlarged Shares* | 50% |
New Ordinary Shares as a result of the Open Offer and New Investor Subscription as a percentage of the Enlarged Shares* | 62% |
Market capitalisation of the Company immediately following the Open Offer at the Issue Price* | £1,026,424 |
*On the assumption that the Open Offer is fully subscribed |
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