Emerald Energy Plc
Press Release 2004

Emerald Energy Plc - 29 July 2004

Not for release, distribution or publication in whole or in part into the United States, Canada, Japan, South Africa, the Republic of Ireland, New Zealand or Australia

Placing and Open Offer

Emerald Energy Plc (“Emerald Energy” or “the Company”), announces that it is proposing to consolidate its share capital on the basis of one New Ordinary Share for every one hundred Ordinary Shares and to raise £5.5 million by means of a Placing of 4,591,667 New Ordinary Shares at £1.20 per share and up to £7.2 million by means of an Open Offer to Qualifying Shareholders of up to 5,969,557 New Ordinary Shares at £1.20 per New Ordinary Share.

The Placing and the Open Offer are each conditional, inter alia, on the Consolidation being approved by Shareholders at an Extraordinary General Meeting to be held at 11.00am on 31 August 2004. The Issue Price assumes the Consolidation has occurred.

Key highlights:

  • Placing of 4,591,667 New Ordinary Shares at £1.20 per share to raise £5.5 million (before expenses)

  • Open Offer of up to 5,969,557 New Ordinary Shares at £1.20 per share to Qualifying Shareholders to raise up to £7.2 million (before expenses)

  • The Placing and the Open Offer are not underwritten

· Reasons for the fundraising

  • The net proceeds of the Placing and the Open Offer will enable the Company to accelerate its exploration and drilling programme in the near future

· Current trading & prospects

  • Since publishing its 2003 Annual Report and Accounts, the Group has successfully brought its new well, Campo Rico #1, on production

  • The Company is currently producing about 1,700 bopd and has recently acquired about 60km of new 2D seismic over parts of the Fortuna Block

  • The Directors believe that increased production will contribute positively to the Company’s financial results, particularly at prevailing oil prices

  • Whilst the near term focus remains the acceleration of the drilling programmes in Colombia, the Directors will review other opportunities in geographic locations outside South America as they arise

Commenting on the announcement today, Alastair Beardsall, Chairman and CEO of Emerald Energy said:

"The fundraising will enable Emerald to accelerate the drilling programmes in Colombia, where we currently participate in 3 Association Contracts, and re-establish Emerald as an active and successful oil company. Looking to the future, the Directors will review other opportunities outside South America as they arise."

For further information, please contact:

Alastair Beardsall, Chairman and Chief ExecutiveEdward Grace, Finance Director
Emerald Energy Plc

Tel: 020 7925 2440

Chris Hardie / Mark Dickenson
Teather & Greenwood Limited
Tel: 020 7426 9000

Teather & Greenwood Limited is Sponsor and Stockbroker to the Company.

Teather & Greenwood Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting solely for Emerald Energy in relation to the Placing and the Open Offer and no one else and will not be responsible to anyone other than Emerald Energy for providing the protections afforded to clients of Teather & Greenwood Limited nor for providing advice in relation to the Placing and the Open Offer.

None of the New Ordinary Shares has been or will be registered under the United States Securities Act of 1933, as amended, nor under the applicable securities laws of any state of the United States, any province or territory of Canada, Japan, South Africa, the Republic of Ireland, New Zealand or Australia. Accordingly, the New Ordinary Shares may not be offered, sold or delivered within the United States, Canada, Japan, South Africa, the Republic of Ireland, New Zealand or Australia.

This press announcement has been issued by Emerald Energy and is the sole responsibility of Emerald Energy.

INTRODUCTION
It was announced today that the Company is proposing to consolidate its share capital on the basis of one New Ordinary Share for every one hundred Ordinary Shares and to raise up to £12.7 million (before expenses) by means of a Placing of 4,591,667 New Ordinary Shares at £1.20 per share and an Open Offer to Qualifying Shareholders of up to 5,969,557 New Ordinary Shares. The Placing and the Open Offer are each conditional, inter alia, on the Consolidation being approved by Shareholders. The Issue Price assumes the Consolidation has occurred.

Neither the Placing nor the Open Offer is underwritten. However, Teather & Greenwood has, as agent for the Company, received commitments to subscribe for 4,591,667 New Ordinary Shares to a value of £5.5 million at the Issue Price pursuant to the Placing (comprising all of the New Ordinary Shares available for subscription under the Placing).

The Prospectus to be posted to shareholders as soon as practicable, provides details of the Consolidation, Placing and the Open Offer, to explain why the Directors consider them to be in the best interests of the Company and to recommend that you vote in favour of the Resolutions to approve the Proposals at the EGM.

The net proceeds of the Placing and the Open Offer will be used to fund the Company’s working capital requirements and will enable it to accelerate its planned exploration and drilling programme in the near future. The Placing will allow the Company to expand its shareholder base and the Open Offer will give Shareholders the opportunity to participate in the financing of the Company.

The EGM, at which Shareholders will be asked to consider and approve the Resolutions in order to implement the Proposals, is being convened for 31 August 2004. The Notice of EGM is set out at the end of the Prospectus.

INFORMATION ON EMERALD
Emerald is a United Kingdom based independent oil exploration and production company operating in Colombia. Currently, production is derived from the Gigante #1A oil well on the Matambo Block in the Upper Magdalena Valley and from the Campo Rico #1 oil well on the Campo Rico Block in the Llanos Basin. In addition to the exploration potential of the Campo Rico Block, the Company holds exploration interests through the Fortuna and Matambo Association Contracts with Ecopetrol.

Further information on the Emerald Group’s exploration and production interests is set out in Part 2 of the Prospectus.

BACKGROUND TO AND REASONS FOR THE PLACING AND THE OPEN OFFER
Following its recapitalisation of August 2003, the Company repaid its bank debt and reduced its trade creditors. Continued production from the Gigante #1A well in the Matambo Block and funds raised in August 2003 allowed the Company to drill its first exploration well since 1999. Currently, following the successful drilling of the Campo Rico #1 well in the Campo Rico Block of the Llanos Basin, the Company is deriving its revenues from two sources of oil production: the Campo Rico Association Contract and the Matambo Association Contract. The Company now wishes to accelerate its drilling programmes in the areas covered by its Association Contracts.

Campo Rico drilling programme:
The Company estimates that the Campo Rico oil field, discovered by the Campo Rico #1 exploration well, contains about 9 million barrels of Potentially Recoverable Oil. In 2004, the Company wishes to drill two further wells in the Campo Rico oil field: the Campo Rico #2 and #3 wells. The Company expects the costs of drilling these wells to be about $2.9 million each.

The Company estimates that the Cimarron prospect within the Campo Rico Block may contain 11 million barrels of Potentially Recoverable Oil. The Company wishes to spud the Cimarron #1 exploration well in the first quarter of 2005. The cost of drilling the Cimarron #1 well is expected not to exceed $3.2 million. The successful drilling of the Cimarron #1 well would be followed by the drilling of the Cimarron #2 and #3 wells in the second half of 2005 at a cost expected to be about $2.9 million for each of these wells.

Fortuna drilling programme:
On 19 December 2003, the Company announced that it had been awarded a 90 per cent. Working interest in the Fortuna Association Contract, covering a 219 sq km Block in the Middle Magdalena Basin of Colombia. Currently, the Company is acquiring about 60 km of new 2D seismic. It has been estimated by Geoadinpro Ltda, the Company’s partner in the Fortuna Association Contract, that the Lisama formation in the Block may contain up to 30 million barrels of Potentially Recoverable Oil. The Company intends to drill the first exploration well in the Block, targeting the Lisama formation, in the first quarter of 2005. As the Lisama formation lies at a depth of around 5000 feet, the cost of drilling the Fortuna #1 well is not expected to exceed $1.1 million. Successful drilling of the Fortuna #1 well would be followed by drilling of up to 7 further wells on the Fortuna Block in 2005.

Matambo drilling programme:
The Company intends to drill a second well in the Matambo Block. The estimated cost of drilling this well is between $10 and $12 million. Production from this well will be handled by the existing Gigante production facilities. Drilling this well will allow the Company to further appraise and revise its current estimate of 11.8 million barrels of Proven and Probable Reserves in the Matambo Block and is anticipated to make a significant contribution to the Company’s production output.

Algarrobo Option Agreement and drilling programme:
On 25 June 2004, the Company announced that it entered into an agreement with Rancho Hermoso SA under which the Company has been granted an option to farm-in to the Algarrobo Association Contract. The option is valid for a period of 28 days following disclosure of technical information by Rancho Hermoso SA to Emerald. If the option is exercised by Emerald, the Company will have the obligation to drill the Algarrobo #1 well prior to 24 March 2005 and will acquire a 50 per cent. working interest in the Algarrobo Association Contract. The Company estimates that the cost of drilling the Algarrobo #1 exploration well should not exceed $3.5 million.

The funding of the drilling programmes:
The net proceeds of the Placing and the Open Offer, together with internally generated funds, will be used to finance the drilling programmes outlined above.

CURRENT TRADING AND PROSPECTS
As stated in the Outlook paragraph of the Chairman’s statement in the Company’s 2003 Annual Report and Accounts, “the outlook today is very different from 12 months ago. The Group has the funds and the motivation to drill new wells and find new projects. The near term focus will remain in Colombia, where Emerald is re-establishing its track record as an active E&P company.”

Since publishing its 2003 Annual Report and Accounts, the Group has successfully brought its new well, Campo Rico #1, on production. The Company is currently producing about 1700 bopd and has recently acquired about 60 km of new 2D seismic over parts of the Fortuna Block. By entering into the Algarrobo Option Agreement on 25 June 2004, the Company has further demonstrated its commitment to rebuilding its status as an active E&P player.

The Company is on track to meet its work obligations in the current financial year. In addition, the Directors believe that increased production will contribute positively to the Company’s financial results, particularly at the prevailing oil prices.

The proceeds from the Placing and the Open Offer will allow the Company to accelerate the progress it has been making since its recapitalisation in August 2003. Whilst the near term focus remains the acceleration of the drilling programmes in Colombia, the Directors will review other opportunities in geographic locations outside South America as they arise.

USE OF PROCEEDS
The Proposals will result in the Company raising up to £12.7 million (£12.2 million net of expenses) from the Placing and the Open Offer. The proceeds will be used in full to accelerate the Company’s exploration and development activities on the Matambo, Campo Rico and Fortuna Blocks as well as on finding and securing new exploration and development projects.

The Directors are of the opinion that the Company has sufficient working capital to meet its present requirements without taking into account the net proceeds of the Placing and Open Offer, including the minimum work obligations under its various Association Contracts, that is, for at least the next 12 months from the date of the Prospectus.

The Directors are also of the opinion that, taking into account the net proceeds from the Placing and the Open Offer, the Company will have sufficient working capital to accelerate its exploration and drilling programmes.

DETAILS OF THE PLACING AND THE OPEN OFFER
Placing
The Company proposes to raise £5.5 million gross, by means of a non-pre-emptive placing of 4,591,667 New Ordinary Shares at £1.20 per share with certain institutional investors.

The Placing has not been underwritten.

Open Offer
The Company proposes to raise up to £7.2 million gross, by means of the Open Offer. Subject to the fulfilment of the conditions set out below and in Part 3 of the Prospectus, Qualifying Shareholders are being given the opportunity to subscribe, on the terms and subject to the conditions contained in the Placing and Open Offer Agreement, for as many New Ordinary Shares as they wish to under the Open Offer. In the event that the Company receives valid applications under the Open Offer for more than 5,969,557 New Ordinary Shares in aggregate, applications by Qualifying Shareholders will be satisfied in full up to their pro rata basic entitlement of:

1 New Ordinary Share for every 700 Ordinary Shares

held by them on the Record Date and so in proportion for any greater number of Ordinary Shares then held. This equals 1 New Ordinary Share for every 7 New Ordinary Shares following completion of the Consolidation.

Applications in excess of Qualifying Shareholders’ entitlements will be satisfied only to the extent that applications by other Qualifying Shareholders are made for less than their basic entitlements and may therefore be scaled down on a pro rata basis. The New Ordinary Shares offered pursuant to the Open Offer have not been conditionally placed and the Open Offer has not been underwritten. The Placing will proceed regardless of the number of New Ordinary Shares which are taken up under the Open Offer.

Entitlements to New Ordinary Shares will be rounded down to the nearest whole number of New Ordinary Shares. Fractions of New Ordinary Shares will not be allotted but will be available to meet any excess applications under the Open Offer.

The fundraising has been structured by way of a Placing and Open Offer in order to strengthen the Company’s shareholder base by allowing, subject to Shareholder approval, new institutional shareholders to subscribe for New Ordinary Shares through the Placing, whilst at the same time providing existing Shareholders with the opportunity to participate in the fundraising through the Open Offer.

Qualifying non-CREST Shareholders will have received an Application Form with the Prospectus which sets out their basic entitlement to New Ordinary Shares as shown by the number of Open Offer Entitlements allocated to them. Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their basic Open Offer Entitlements on 9 August 2004 and an Excess Entitlement Application Form to apply for New Ordinary Shares in excess of their Open Offer Entitlements.

Qualifying Shareholders who apply for their basic entitlement, or any lesser amount, will be allotted their valid applications in full. An application to subscribe for additional New Ordinary Shares will be allocated to Qualifying Shareholders on a pro rata basis to the extent that other Qualifying Shareholders have not taken up their respective entitlements.

For Qualifying CREST Shareholders the relevant CREST instructions must have settled by no later than 11.00am on 27 August 2004 in respect of their basic entitlement. For Qualifying non-CREST Shareholders and for Qualifying CREST Shareholders who wish to apply for New Ordinary Shares in excess of their basic entitlements, completed Application Forms or completed Excess Entitlement Application Forms, as the case may be, accompanied by full payment, should be returned by post or by hand (during normal business hours only) to Capita IRG Plc, Corporate Actions, The Registry, PO Box 166, 34 Beckenham Road, Beckenham, Kent BR3 4TH so as to arrive as soon as possible and in any event so as to be received no later than 11.00am on 27 August 2004.

Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that the Open Offer Entitlements will be admitted to CREST on 9 August 2004. The Open Offer Entitlements should also be enabled for settlement in CREST at the same time. Applications through the means of the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

Shareholders should note that the Open Offer is not a rights issue. Qualifying CREST Shareholders should note that although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by CRESTCo’s Claims Processing Unit. Qualifying non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any New Ordinary Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.

Further information on the Placing and the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in the letter from Teather & Greenwood in Part 3 of the Prospectus and in the Application Form.

When adjusted for the effects of the Consolidation, the Issue Price is equivalent to 1.2 pence per Ordinary Share and represents a 4.0 per cent. discount to the closing middle market price of 1.25p pence per Ordinary Share on 29 July 2004, the last business day before the announcement of the Placing and Open Offer.

When considering whether or not to subscribe for New Ordinary Shares, you should consider the risk factors set out in Part 4 of the Prospectus.

The Placing and the Open Offer, which are not underwritten, are conditional, inter-alia, upon:

1. the Consolidation being approved at the EGM;

2. the passing of resolutions 2, 5 and 6 at the EGM;

3. the Placing and Open Offer Agreement not having been terminated in accordance with its terms prior to Admission and otherwise becoming unconditional in all respects; and

4. Admission becoming effective on or before 8.00am on 1 September 2004 or such later time and/or date as the Company and Teather & Greenwood may agree.

Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the Placing and Open Offer will not proceed and any Open Offer Entitlements admitted to CREST will thereafter be disabled. If Admission has not so occurred, monies remitted with Application Forms will be returned to Shareholders without interest at the Shareholder’s risk as soon thereafter as is practicable.

The Placing and the Open Offer will result in the issue of up to 10,561,224 New Ordinary Shares. The New Ordinary Shares issued pursuant to the Placing and the Open Offer, when issued and fully paid, will rank pari passu in all respects with the issued New Ordinary Shares created by the Consolidation and have the right to receive all dividends or other distributions declared, made or paid after the date of issue of the New Ordinary Shares. No temporary documents of title will be issued.

EXTRAORDINARY GENERAL MEETING
Set out at the end of the Prospectus is a notice convening an Extraordinary General Meeting to be held at 11.00am on 31 August 2004 at which the following Resolutions will be proposed:

1. To cancel 834,395,027 unissued Ordinary Shares.

2. To consolidate the issued and unissued Ordinary Shares on the basis of one New Ordinary Share for every 100 Ordinary Shares;

3. To amend the Articles to reflect the Consolidation;

4. To amend the Articles to enable the Company to retain proceeds from the sale of fractional entitlements arising pursuant to the Consolidation with an individual value of less than 3 pounds sterling;

5. To authorise the Directors to allot New Ordinary Shares pursuant to the Placing;

6. To authorise the Directors to allot New Ordinary Shares pursuant to the Open Offer; and

7. To authorise the Directors to allot shares in the Company up to a maximum nominal amount of £2,000,000.

Resolution 7 authorises the Directors to allot authorised shares in the capital of the Company of whatever denomination, including New Ordinary Shares, to the same nominal value as the nominal value of Ordinary Shares they were authorised to allot by resolution 5 passed at the extraordinary general meeting of the Company held on 15 August 2003.

CAPITAL REDUCTION, CONSOLIDATION AND CANCELLATION OF AUTHORISED SHARE CAPITAL
On 25 June 2004, the Isle of Man Companies Registry issued a Certificate of Registration of an order of the High Court of Justice of the Isle of Man confirming the reduction of the share capital of the Company, previously approved at the extraordinary general meeting of the Company held on 15 August 2003. The reduction of share capital involved the cancellation of all the 1,462,844,997 deferred shares of 0.9 pence each in the Company and the reduction of the share premium account of the Company by £16.6 million. The capital reduction took effect from 4 June 2004, the date on which the court order was registered at the Isle of Man Companies Registry.

The Directors consider that the Consolidation may lead to a better liquidity of the Company’s shares by an expected relative reduction in the bid-offer spread in the trading of the Company’s shares and should allow the Company’s shares to be traded at a price level comparable to that of its peer oil and gas companies quoted on the London Stock Exchange.

It is therefore proposed that every 100 issued and unissued Ordinary Shares of 0.1 pence each are consolidated into 1 New Ordinary Share of 10 pence. Each Shareholder would, prior to the allotment of New Ordinary Shares pursuant to the Placing and the Open Offer, hold approximately the same proportion of the issued ordinary share capital of the Company as it did prior to the Consolidation. Each New Ordinary Share will carry the same rights (including voting, dividend rights and rights on a return of capital) as each Ordinary Share.

Shareholders will not receive fractions arising on the consolidation of their Ordinary Shares. Accordingly, Shareholders with a total holding of Ordinary Shares in excess of 100, but which is not exactly divisible by 100 would have their entitlement rounded down to the nearest whole number of New Ordinary Shares and Shareholders with less than 100 Ordinary Shares will not be entitled to any New Ordinary Shares. Fractional entitlements will be sold in the market with, subject to the passing of resolution 4 at the EGM, the proceeds of sale of fractional entitlements which exceed £3 being remitted to the relevant Shareholder and any proceeds of less than £3 being retained for the benefit of the Company. In the event that resolution 4 is not passed, all proceeds of sale of fractional entitlements will be remitted to the Shareholders.

Subject to resolution 2 being passed, the Consolidation will be effected by reference to Shareholders and their holdings of Ordinary Shares on the Register as at the close of business on the date of the EGM.

• Dealings in Ordinary Shares will cease on 31 August 2004 and dealings in New Ordinary Shares will commence on 1 September 2004;

• Settlements effected on or after 1 September 2004 of bargains made before that date will be in New Ordinary Shares;

• For shareholders holding their shares in certificated form, new share certificates will be despatched (at the risk of the addressee) in respect of New Ordinary Shares by no later than 8 September 2004;

• For shareholders holding shares in uncertificated form, the relevant number of New Ordinary Shares will be credited to their existing stock accounts on 1 September 2004, in place of their existing Ordinary Shares.

In order to leave the Company with a tidy authorised share capital following last year’s capital reorganisation and the Consolidation, it is proposed to cancel 834,395,027 unissued Ordinary Shares. This will leave the Company with an authorised share capital following the Consolidation of £10,000,000 divided into 100,000,000 New Ordinary Shares.

AIM
In the letter to the Company’s shareholders dated 18 July 2003, it was stated that the Company was to consider moving its listing from the Official List to a trading facility on AIM. Given the Company’s objective of diversifying its shareholder base, the Directors have decided that Emerald should retain its listing on the Official List.

FINACIAL INFORMATION
Financial information on the Company, for the five financial periods ended 31 December 2003 is set out in Part 5 of the Prospectus.

TAXATION
Your attention is drawn to the taxation information set out in paragraph 6 of Part 3 of the Prospectus. Shareholders who are in any doubt as to their taxation position or who are subject to taxation in any jurisdiction other than the UK and the Isle of Man should consult their independent financial adviser.

OVERSEAS SHAREHOLDERS
Your attention is drawn to the taxation information set out in paragraph 6 of Part 3 of the Prospectus. Shareholders who are in any doubt as to their taxation position or who are subject to taxation in any jurisdiction other than the UK and the Isle of Man should consult their independent financial adviser.

FURTHER INFORMATION
Your attention is drawn to the further information set out in Parts 2 to 6 of the Prospectus.

ACTION TO BE TAKEN
Extraordinary General Meeting
Shareholders will find inside the back cover of the Prospectus a Form of Proxy for use at the Extraordinary General Meeting. Whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it to Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, so as to arrive no later than 11.00am on 29 August 2004. Completion and return of the Form of Proxy will not affect your right to attend and vote in person at the Extraordinary General Meeting if you so wish.

Open Offer
Qualifying Shareholders are invited to subscribe for as many New Ordinary Shares as they wish to under the Open Offer. In the event that the Company receives valid applications under the Open Offer for more than 5,969,557 New Ordinary Shares in aggregate, applications by Qualifying Shareholders will be satisfied in full up to their pro rata basic entitlement.

Applications in excess of Qualifying Shareholders’ basic entitlements will be satisfied only to the extent that applications by other Qualifying Shareholders are made for less than their basic entitlements and may therefore be scaled down on a pro rata basis.

If you are a Qualifying non-CREST Shareholder you will have received an Application Form which gives details of your basic entitlement under the Open Offer (as shown by the number of Open Offer Entitlements allocated to you). If you wish to apply for New Ordinary Shares under the Open Offer, you should complete the enclosed Application Form in accordance with the procedure for application set out in paragraph 4(i) of Part 3 of the Prospectus and on the Application Form itself.

If you are a Qualifying CREST Shareholder you will receive a credit to your appropriate stock account in CREST in respect of the Open Offer Entitlements representing your basic entitlement under the Open Offer and an Excess Entitlement Application Form, enabling you to subscribe for more New Ordinary Shares under the Open Offer than your basic entitlement. You should refer to the procedure for application set out in paragraph 4 (ii) of Part 3 of the Prospectus.

The latest time for applications under the Open Offer to be received is 11.00am on 27 August 2004. The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement, together with an Excess Entitlement Application Form. The procedures for application and payment are set out in Part 3 of the Prospectus. Further details also appear in the Application Forms.

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with the Open Offer.

RECOMMENDATION
The Directors, who have been advised by Teather & Greenwood, consider the Proposals to be in the best interests of the Company and Shareholders as a whole. In providing advice to the Company, Teather & Greenwood, has taken into account the Directors’ commercial assessments. Accordingly, the Directors unanimously recommend you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting, as they intend to do in respect of their own beneficial shareholdings amounting in aggregate to 1 million Ordinary Shares, representing 0.02 per cent. of the Company’s existing issued ordinary share capital.

2004

Record Date for entitlement to the Open Offer

close of dealings on 29 July

Announcement of the Placing and the Open Offer to the LSE

7.00am on 30 July

Ordinary Shares marked ‘ex entitlement'

30 July

Posting of the Prospectus, Form of Proxy and Application Form

6 August

For the purposes of paragraph 6 of the Fourth Schedule 1c the IOM Act the subscription list will open at

7.00am on 9 August

Open Offer Entitlements admitted into and enabled in CREST

9 August

Latest time for withdrawals from CREST

17 August

Latest time for stock deposits

20 August

Latest date for splitting of Application Forms

25 August

Latest time and date for receipt of completed Application Form and payment in full under the Open Offer or settlement of relevant CREST Instruction (as appropriate)

11.00am on 27 August

Latest time and date for receipt of Forms of Proxy for the EGM

11.00am on 29 August

Extraordinary General Meeting

11.00am on 31 August

Record date for Consolidation

close of dealings on 31 August

New Ordinary Shares admitted to the Official List of the UKLA and dealings commence fully paid, on LSE

8.00am on 1 September

CREST member accounts credited

8.00am on 1 September

Despatch of definitive share certificates for New Ordinary Shares by

8 September

 

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

“Admission”

the admission of the New Ordinary Shares to the Official List and to trading on the London Stock Exchange becoming effective in accordance with the Listing Rules and the admission and disclosure standards published by the London Stock Exchange respectively

“AIM”

the market of that name operated by the London Stock Exchange

“Application Forms”

the application form which accompanies the Prospectus for use by Qualifying non-CREST Shareholders in connection with the Open Offer , or the Excess Entitlement Application Form (as the case may be)

“Articles”

the articles of association of the Company

“certificated” or “in certificated form”

a share or other security not in uncertificated form(i.e. not in CREST)

“Company” or “Emerald”

Emerald Energy Plc

“Consolidation”

the proposed consolidation of every 100 issued and unissued Ordinary Shares into one New Ordinary Share

“CREST”

the relevant system (as defined in the CREST Regulations) to facilitate the transfer of title to shares in uncertificated form, operated by CRESTCo

“CRESTCo”

CRESTCo Limited, the operator of CREST

“CREST Regulations”

the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended

“Directors” or “Board”

the directors of Emerald as set out on page 5 of the Prospectus

“Ecopetrol”

Empresa Colombiana de Petroleos, the Colombian state oil company

“EGM” or “Extraordinary General Meeting”

the extraordinary general meeting of the Company convened for 11.00am on 31 August 2004 (or any adjournment thereof), notice of which is set out at the end of the Prospectus

“Emerald Group” or “Group”

Emerald and its subsidiaries or associates, from time to time

“enabled for settlement”

in relation to Open Offer Entitlements, enabled for the limited purpose of settlement of claim transactions and unmatched stock event transactions

“Excess Entitlement Application Form”

the application form which accompanies the Prospectus for use by Qualifying CREST Shareholders who wish to apply for in excess of their basic entitlement under the Open Offer

“Form of Proxy”

the form of proxy printed on the back page of the Prospectus for use at the EGM

“IOM Act”

the Isle of Man Companies Acts 1931 to 1993

“Issue Price”

£1.20 per New Ordinary Share under the Placing or Open Offer, as the case may be

“Listing Rules”

the Listing Rules of the UK Listing Authority made under section 74 of the Financial Services and Markets Act 2000

“London Stock Exchange” or “LSE”

London Stock Exchange plc

“New Ordinary Shares”

the new ordinary shares of 10 pence each to be created pursuant to the Consolidation

“Notice of EGM”

the notice of the EGM set out at the end of the Prospectus

“Official List”

the official list of the UKLA

“Open Offer”

the conditional offer being made by Teather & Greenwood, on behalf of and as agent for the Company, inviting Qualifying Shareholders to apply to subscribe for 5,969,557 New Ordinary Shares at £1.20 per New Ordinary Share on the terms and conditions set out in the Prospectus and in the Application Form to raise £7.2 million gross

“Open Offer Entitlement”

an entitlement to apply to subscribe for New Ordinary Shares, allocated to a Qualifying Shareholder pursuant to the Open Offer

“Ordinary Shares”

existing ordinary shares of 0.1 pence each in the capital of the Company

“Overseas Shareholders”

holders of Ordinary Shares who are resident in, or citizens of, countries other than the United Kingdom

“Placing”

the non-pre-emptive placing by Teather &

Greenwood, on behalf of and as agent for the Company, of 4,591,667 New Ordinary Shares on the terms of the Placing and Open Offer Agreement at £1.20 per share with certain institutional investors to raise £5.5 million gross

“Placing and Open Offer Agreement”

the conditional placing and open offer agreement dated 29 July 2004 between (1) the Company, (2) Teather & Greenwood (3) Alastair John Beardsall and (4) Edward Grace details of which are set out in paragraph 7 of Part 6 of the Prospectus

“Proposals”

the Consolidation, Placing and Open Offer

“Prospectus”

the document published by the Company dated 30 July 2004, to be posted to Shareholders as soon as practicable

“Qualifying Shareholders”

Shareholders on the Register at the Record Date, other than certain Overseas Shareholders as described in paragraph 7 of Part 3 of the Prospectus

“Qualifying CREST Shareholders”

Qualifying Shareholders whose Ordinary Shares are in uncertificated form

“Qualifying non-CREST Shareholders”

Qualifying Shareholders whose Ordinary Shares are in certificated form

“Record Date”

the close of business on 29 July 2004, relating to the entitlement to participate in the Open Offer

“Register”

the register of members of the Company

“Registrars”

the registrars of the Company, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU

“Regulations”

Uncertificated Securities Regulations 2001 (SI 2001 No 2001/3755) as amended

“Resolutions”

the resolutions to be proposed at the EGM and set out in the Notice of EGM

“Shareholder(s)”

holder(s) of Ordinary Shares

“Teather & Greenwood”

Teather & Greenwood Limited

“UKLA” or “UK Listing Authority”

the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000

“Uncertificated” or “in Uncertificated Form”

Ordinary Shares recorded on the relevant register of Ordinary Shares as being held in uncertificated form and title to which, by virtue of the Regulations, may

be transferred by means of CREST

“United Kingdom” or “UK”

the United Kingdom of Great Britain and Northern Ireland

“UK pound sterling” or “£”

the functional currency of the United Kingdom

“United States” or “US”

the United States of America, its states, territories and possessions (including the District of Columbia)

“US dollar” or “dollar” or “US$” or “$”

the functional currency of the United States of America

 

GLOSSARY OF TECHNICAL TERMS

The following glossary terms apply throughout this announcement unless the context requires otherwise:

“2D seismic”

seismic data, obtained using a sound source and receivers placed in a straight line on the surface of the earth, that is processed to provide a graphic representation of a vertical cross-section through the subsurface rock layers (“seismic line”). In a 2D seismic survey, several seismic lines are recorded and the cross-sections are interpolated to yield subsurface maps on which exploration prospects can be delineated

“Association Contract”

a contract awarded by Ecopetrol for the exploration, development and production of hydrocarbons over a specified area in Colombia

“barrel”

42 US gallons of crude oil measured at a temperature of 60 degrees Fahrenheit and at a pressure of 14.7 pounds per square inch

“Block”

the area specified in an Association Contract

“bopd”

barrels of oil per day

“farm-in”

a transaction under which an incoming (farm-in) party earns an interest in a lease from an existing (farm-out) party to the lease in return for a consideration which may be the payment of some or all of the farm-out party's share of costs relating to the lease

“farm-out”

a transaction under which a party to a lease (farm-out party) transfers part of its interest in that lease to an incoming party in return for a consideration which may be the payment of some or all of the farm-out

party's share of costs relating to the lease

“formation”

a distinctive rock unit of a specific geological age that has been formally named by a regional geological authority

“hydrocarbons”

organic compounds of carbon and hydrogen

“km”

kilometers

“lead”

indication of a prospect

“lease”

a contract for the exploration for and the

exploitation of hydrocarbon reservoirs

“m”

metres

“mm” or “bn”

millions and billions (thousand million) respectively

“oil field” or “gas field”

one or more hydrocarbon reservoirs from which

petroleum may be or is being produced by means of a common system of production facilities

“petroleum”

oil, gas, condensate or natural gas liquids

“Potentially Recoverable Oil”

with respect to an undrilled prospect, the quantity of oil that might be produced commercially from such prospect should it ultimately prove to contain reserves of petroleum and, with respect to an oil field in which a discovery well has been drilled and from which test quantities of oil have been produced, the quantity of oil that might be produced commercially from such oil field

“Probable Reserves”

in respect of quantities of petroleum, Probable Reserves are those reserves which are not yet Proven but which, on all the available evidence and taking into account technical and economic factors, have a better than 50 per cent. chance of being produced

“prospect”

a geological subsurface structure identified but not drilled

“reservoir”

a porous and permeable rock capable of containing hydrocarbons

“spud”

commence drilling

“well”

a borehole drilled to explore for or to facilitate the production of petroleum

“working interest”

an interest in an oil and gas lease carrying the obligation to bear a proportion of drilling and operating costs and the right to receive a proportion of the production or gross revenues arising from it

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