MONTREAL, Dec. 20, 2012 /CNW Telbec/ - Pursuant to the early warning requirements of applicable Canadian securities laws, Blakeney Management ("Blakeney") wishes to update its previous early warning report dated August 2, 2011 filed in respect of Longreach Oil and Gas Limited ("Longreach").
Blakeney today reports that the funds it manages acquired ownership of, or control or direction over, an additional 3,571,439 ordinary shares of Longreach ("Longreach Shares") upon the exchange of 19,230,770 ordinary shares ("APIC Shares") of APIC Petroleum Corporation ("APIC") resulting from the automatic exercise of Subscription Receipts (as defined below) previously purchased by Blakeney funds.
Longreach and APIC entered into an arrangement agreement (the "Arrangement") on November 7, 2012, which involved, among other things, the transfer of the whole of the undertaking, property and liabilities of APIC to Longreach, with Longreach being the surviving legal entity and APIC dissolving and de-listing from the TSX-V. The Arrangement was completed on December 20, 2012. In connection with the Arrangement, APIC completed a non-brokered offering (the "Offering") of subscription receipts ("Subscription Receipts") on October 31, 2012. An aggregate of 230,786,918 Subscription Receipts were sold under the Offering at a price of C$0.13 per Subscription Receipt for total gross proceeds of C$30,002,299.73.
Funds managed by Blakeney acquired 19,230,770 Subscription Receipts under the Offering. Each Subscription Receipt was automatically exercisable, for no additional consideration and without any further action by the holder thereof, into one APIC Share, immediately prior to the completion of the Arrangement. Upon completion of the Arrangement, each holder of APIC Shares received one (1) Longreach Share for every 5.3846 APIC Shares (the "Exchange Ratio"). The Exchange Ratio of 5.3846 was determined based on the fair market value of the Longreach and APIC share prices.
Prior to the Arrangement, funds managed by Blakeney owned and controlled, directly and indirectly, 4,761,905 Longreach Shares. Funds managed by Blakeney also held 4,761,905 ordinary share purchase warrants ("Warrants") entitling it to acquire one Longreach Share at a price of C$1.25 per Longreach Share at any time before 5:00p.m. (Toronto time) on the date that is eighteen months following July 29, 2011.
As a result of the Arrangement, Blakeney's entities Blakeney Investors SICAV, CC Development Partners LP, Blakeney LP, Ithaca LP, Austin Alpha LP, Heviben LP, Palo Alto LP, Menafrika LP and Blakeney Sand Hill LP now beneficially own and control, directly and indirectly, an aggregate of 8,333,344 Longreach Shares. If the Warrants controlled by Blakeney funds are fully exercised into 4,761,905 Longreach Shares, funds managed by Blakeney would control 13,095,249 Longreach Shares.
Stated as a percentage, Blakeney funds' holdings of Longreach Shares have decreased from approximately 20.3%, as disclosed in Blakeney's early warning report dated August 2, 2011, to approximately 10.31%, as of the date of this early warning report. Assuming the exercise of the Warrants controlled by the funds managed by Blakeney, Blakeney funds' holdings of Longreach Shares have decreased from approximately 33.7%, as disclosed in Blakeney's early warning report dated August 2, 2011, to approximately 15.3%, as of the date of this early warning report (assuming the exercise of Blakeney funds' Warrants for Longreach Shares, but no other conversion or exercise of any other securities of Longreach by other holders).
Longreach Shares are listed on the TSX-V. The Longreach Shares were acquired and are held by the funds managed by Blakeney for investment purposes. They may dispose of their holdings or acquire ownership of, or control or direction over, additional securities of Longreach, depending on market conditions and in compliance with applicable law.
Blakeney is located at 29 Chelsea Wharf, Lots Road, London, SW10 0QJ.
SOURCE Blakeney Management