TOMCO ENERGY PLC Westhouse Securities Limited
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, you should consult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities. If you have sold or transferred all your Ordinary Shares in TomCo Energy plc, you should send this document, together with the accompanying form of proxy, to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. This document is an admission document, which has been drawn up in accordance with the AIM Rules for Companies and has been issued in connection with the application for Admission. This document does not constitute a prospectus for the purposes of Part VI of the Financial Services and Markets Act and a copy of it has not been, and will not be, delivered to the Registrar of Companies in England and Wales. No offer of transferable securities to the public (for the purposes of section 102B of the Financial Services and Markets Act 2000) is being made. Application will be made for the share capital to be admitted to trading on AIM. It is expected that Admission will take place on 21 July 2011. It is emphasised that no application has been made, or is being made, for the admission of the securities to the Official List of the UK Listing Authority or to trading on the London Stock Exchange’s market for listed securities. The Ordinary Shares are not dealt in on any regulated market and no application has been or is intended to be made for the Ordinary Shares to be admitted to trading on any such market. 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. 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. The AIM Rules are less demanding than those of the Official List. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule 2 to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. TOMCO ENERGY PLC (incorporated in the Isle of Man and registered under the Companies Act 2006 with registered number 6969V) Admission to trading on AIM Nominated Adviser and Broker Westhouse Securities Limited Share capital immediately following Admission Ordinary Shares of 0.5p each Issued and fully paid Amount Number £6,554,479.77 1,310,895,954 THE WHOLE TEXT OF THIS DOCUMENT SHOULD BE READ AND IN PARTICULAR YOUR ATTENTION IS DRAWN TO THE SECTION ENTITLED “RISK FACTORS” SET OUT IN PART II OF THIS DOCUMENT. Westhouse Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser and broker to the Company in connection with the Admission. Its responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this document (without limiting the statutory rights of any person to whom this document is issued). Westhouse Securities Limited will not be offering advice and will not otherwise be responsible to anyone other than the Company for providing the protections afforded to customers of Westhouse Securities Limited or for providing advice in relation to the contents of this document or any other matter. This document does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, Ordinary Shares to any person in any jurisdiction in which such an offer is unlawful. In particular, this document is not for distribution by any means including electronic transmission in or into the United States or in or to any resident of Canada, Australia, Republic of Ireland, Republic of South Africa or Japan, their possessions or territories or to any of their citizens, or to any corporation, partnership or such entity created or organised under their laws. Any such distribution contrary to the above could result in a violation of the laws of such countries. In addition, the Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (Securities Act), or under any state securities laws and may only be offered or sold in offshore transactions as defined in and in accordance with Regulation S promulgated under the Securities Act. Acquirers of the Ordinary Shares may not offer to sell, pledge or otherwise transfer the Ordinary Shares in the United States, or to any U.S. Person as defined in Regulation S under the Securities Act, including resident corporations, or other entities organised under the laws of the United States, or non U.S. branches or agencies of such corporations unless such offer, sale, pledge or transfer is registered under the Securities Act, or an exemption from registration is available. The Company does not currently plan to register the Ordinary Share under the Securities Act. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been so authorised. Neither the delivery of this document nor any subscription made pursuant to it will, under any circumstances, create any implication that there has been any change in the affairs of the Company since the date of this document or that the information in it is correct at any time subsequent to its date. This document contains certain forward looking statements that involve risks and uncertainties. All statements other than statements of historical facts contained in this document, including statements regarding the Group’s future financial position, business strategy and plans, business model and approach and objectives of management for future operations, are forward-looking statements. Generally, the forward-looking statements in this document use words like “anticipate”, “believe”, “could”, “estimate”, “expect”, “future”, “intend”, “may”, “opportunity”, “plan”, “potential”, “project”, “seek”, “will” and similar terms. The Group’s actual results could differ materially from those anticipated in the forward looking statements as a result of many factors, including the risks faced by the Group which are described in Part II and elsewhere in this document. Investors are urged to read this entire document carefully before making an investment decision. The forward looking statements in this document are based on the beliefs and assumptions of the Directors and information only as of the date of this document, and the forward looking events discussed in this document might not occur. Therefore, investors should not place any reliance on any forward looking statements. Except as required by law, the Directors undertake no obligation to publicly update any forward looking statements, whether as a result of new information, future earnings, or otherwise. The Company and the Directors whose name appear on page 8 of this document, accept responsibility, individually and collectively, for the information contained in this document and compliance with the AIM rules. To the best of the knowledge and belief of the Company and 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 information. CONTENTS Page EXPECTED TIMETABLE OF PRINCIPAL EVENTS 3 ADMISSION STATISTICS 3 DEFINITIONS 4 DIRECTORS, SECRETARY AND ADVISERS 8 PART I INFORMATION ON THE GROUP 9 1. Introduction 9 2. History and Background 9 3. Strategy 10 4. Oil Shale Industry 11 5. The EcoShale™ In-Capsule Process 12 6. Information on the Oil Shale Leases 13 7. Directors 18 8. Consultancy Agreements 18 9. Trading Record 19 10. Current trading and prospects 19 11. Reasons for Admission 19 12. Corporate governance 19 13. Lock-in Arrangements 20 14. Dividend policy 20 15. The Takeover Code 20 16. Taxation 21 17. Admission, settlement, dealings and CREST 21 18. Further information 21 PART II RISK FACTORS 22 PART III UNAUDITED PROFORMA STATEMENT OF NET ASSETS OF THE GROUP 28 PART IV COMPETENT PERSON’S REPORT 29 PART V EXPERT OPINION 68 A. Report dated 10 September 2010 with an updated evaluation of Red Leaf’s Seep Ridge project as of 31 July 2010 68 B. Letter dated 1 June 2011 with an update on Red Leaf’s Seep Ridge project 68 PART VI ADDITIONAL INFORMATION 93 Appendix Annual reports for the years ended 30 September 2008, 30 September 2009 and 30 September 2010, and unaudited interim financial statement for the 6 months ended 31 March 2011 115 2 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Publication of this document 15 July 2011 Investment Day 18 July 2011 Admission effective and dealings in Ordinary Shares on AIM commence 21 July 2011 ADMISSION