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Dekeloil Public Limited - DKL Acquisition and Placing

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 OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PROPOSED PLACING.

 

DekelOil Public Limited

('DekelOil' or the 'Company')

Acquisition of a further c. 5% stake in CS DekelOil Siva Limited

and

Additional Placing to raise £1.65 million at 1.325 pence per share

 

DekelOil Public Limited, operator and 51% owner of the vertically integrated Ayenouan palm oil project in Côte d'Ivoire (the 'Project'), is pleased to announce that, further to the announcement of 24 May 2016, it is to acquire an additional c. 5 per cent. interest in CS DekelOil Siva Limited, the Company's majority owned producing palm oil project at Ayenouan ('the Acquisition') from its joint venture partner, Biopalm Energy Limited ('the Sellers').  Subject to completion and as a result of a favourable GBP: EUR exchange rate of 1.30 agreed with the Sellers, DekelOil expects to hold a stake of approximately 86% in the Project.

 

The Acquisition is to be funded by way of an additional proposed placing of 121,127,400 New Ordinary Shares (the "Additional Placing Shares") to raise £1.6 million.  An additional 3,773,520 Sale Shares (the "Additional Sale Shares") are also being placed on behalf of Yehoshua Shai Kol.  The Additional Placing Shares and Additional Sale Shares have been priced at 1.325 pence share, which is the same level as the Placing and Sale Shares on 24 May 2016 totalling £11.1 million as announced.  In aggregate, firm commitments have now been received from investors to subscribe for 959,637,080 Ordinary Shares to raise a total of £12.7 million.  

 

The Additional Placing Shares will be issued pursuant to the authorities being sought by the Company at its general meeting to be held on 16 June 2016 and the Additional Placing is therefore conditional upon the approval of such authorities.  Application has been made for the Additional Placing Shares to be admitted to trading on AIM and dealings are expected to commence on or around 17 June 2016. Following admission of the Placing Shares and Additional Placing Shares, the Company's issued share capital will consist of 2,477,048,940 Ordinary Shares.

 

Director Dealing

 

As announced on 24 May 2016, Yehoshua Shai Kol is selling 22,641,480 Sale Shares in connection with the Placing. In connection with the Additional Placing, Yehoshua Shai Kol will sell 3,773,520 Additional Sale Shares. Following the fundraise (but before the Share Consolidation as announced on 24 May 2016), Yehoshua Shai Kol will hold 106,491,738 Existing Ordinary Shares, representing approximately 4.3% of the Pre-Consolidation Share Capital.

 

Lincoln Moore, Executive Director of DekelOil, commented, "Thanks to strong demand from new and existing shareholders we have the opportunity to increase our interest in our flagship palm oil project in Cote d'Ivoire on the same earnings enhancing terms as those of 24 May 2016, when we announced the acquisition of an additional 30.5% stake in Ayenouan from our joint venture partner.  Subject to approval from our shareholders and the completion of both transactions, DekelOil will hold approximately 86% interest in Ayenouan, which will allow us to secure a greater proportion of the producing palm oil project's growing revenues and cash flows. 

 

"Our latest results reported in April 2016 show why we are so keen to increase our interest in Ayenouan: in its first full year of operations and at just half its capacity, the state of the art Mill produced 35,500 tonnes of crude palm oil, which generated revenues of €23.4 million and EBITDA of €3.7 million attributable to DekelOil's 51% interest.  With crude palm oil production set to increase towards the Mill's 70,000 tonnes per annum capacity, our kernel crushing plant on track to make a first full year contribution producing value add products, and highly favourable global and local demand and supply dynamics for palm oil, Ayenounan is set to become the highly cash generative business that we always said it would be.  In line with our strategy, Ayenouan provides us with an excellent platform from which to build DekelOil into a leading West African palm oil producer, owning approximately 86% of the Project promises to accelerate this process."

 

A copy of this announcement will be published, subject to certain restrictions relating to persons resident in restricted jurisdictions, on DekelOil's website at www.dekeloil.com. For the avoidance of doubt, neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of securities in the Company. 

 

This announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of FSMA. The Placing Shares are in any event being placed only with (i) persons who have professional experience in matters relating to investments and who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the United Kingdom (the "Financial Promotion Order") or (ii) persons who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Anyone other than a relevant person must not rely on this announcement.

 

Cantor Fitzgerald Europe is acting as Nominated Adviser and Broker to the Company in relation to the Proposals. Cantor Fitzgerald Europe, which is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no one else in relation to the Placing. Cantor Fitzgerald Europe will not be responsible to any other person for providing the protections afforded to its clients nor for advising any other person in connection with the matters contained in this announcement. Optiva Securities Limited and Beaufort Securities Limited are acting as Joint Brokers in relation to the Proposals.

 

 This announcement has been issued by, and is the sole responsibility of, the Company. Cantor Fitzgerald Europe has not authorised the contents of any part of this announcement and 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 Cantor Fitzgerald Europe, or by any of its respective affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party, and any liability therefore is expressly disclaimed.

 

All statements in this announcement other than statements of historical fact are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the announcement and include statements regarding the intentions, beliefs or current expectations of the Company and/or Directors concerning, among other things, the trading performance, results of operations, financial condition, liquidity, prospects and dividend policy of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, result of operations, financial condition, liquidity and dividend policy may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the performance, results of statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to, changes in economic conditions generally; changes in interest rates and currency fluctuations; impairments in the value of the Company's assets; legislative/regulatory changes; changes in taxation regimes; the availability and cost of capital for future expenditure; the availability of suitable financing; the ability of the Group to retain and attract suitably experienced personnel and competition within the industry. Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ before making an investment decision.

 

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia). The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States. 

 

**ENDS**

 

For further information please visit the Company's website www.dekeloil.com or contact:

 

DekelOil Public Limited

Youval Rasin

Shai Kol

Lincoln Moore

+44 (0) 207 236 1177

Cantor Fitzgerald Europe

(Nominated Adviser and Broker)

Andrew Craig

Richard Salmond

+44 (0) 207 894 7000

 

 

Beaufort Securities Limited

(Broker)

Elliot Hance

 

 

+44 (0) 207 382 8300

Optiva Securities Limited

(Broker)

Christian Dennis

Jeremy King

+44 (0) 203 137 1903

 

 

St Brides Partners Ltd

(Investor Relations)

Elisabeth Cowell

Frank Buhagiar

+44 (0) 207 236 1177

 

 

Notes:

DekelOil Public Limited is a low cost producer of palm oil in West Africa, which it is focused on rapidly expanding.  To this end, it has a 51% interest in one of the largest oil processing mills based in Côte d'Ivoire, which has a capacity of 70,000 tons of CPO.  Feedstock for the Mill comes from several co-operatives and thousands of smallholders, however it also has nearly 1,900 hectares of its own plantations.  Furthermore, it has a world-class nursery with a 1 million seedlings a year capacity. 

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