This document is important and should be read carefully. If you are in any doubt about its content or the action to take, plea
consult your Stockbroker, Accountant, Banker, Solicitor or any other professional advir for guidance immediately.
FOR INFORMATION ON RISK FACTORS PLEASE SEE “RISK & MITIGATING FACTORS” ON PAGE 21
(RC: 196748)
OFFER FOR SUBSCRIPTION
BY WAY
OF
PRIVATE PLACEMENT
100,000,000
Ordinary Shares of N1.00 each at N2.80 per share
PAYABLE IN FULL ON APPLICATION
ISSUING HOUSE:
RC: 428270
This Private Placement Memorandum and the Securities, which it offers, are directed solely at the lected investors to whom it has been addresd and not to members of the general public. It does not in any way constitute a Prospectus. Every prospective Investor to whom this document has been addresd is expected to scrutinize the information contained in the Private Placement Memorandum independently and evaluate the curities, which it offers. The Directors of Acorn Petroleum Nigeria Limited individually and collectively accept responsibility for the accuracy of the information contained herein.
CONTENTS
PAGE
Table of Contents 2
Notice to Investors 3
Glossary of Abbreviation and Technical Terms 4
Abridged Timetable 5
Summary of the Placement 6 Directors and Parties to the Placement9
and
Industry 11
Gas
Oil
Overview
of
bbdoThe
The Chairman’s Letter
the
of
Company 13 and
Business
1.History
2.Premis
3.Vision and Mission 13
4.Products and Services 14
5.Corporate Governance 14
Positioning
Strategy 14
6.Business
7.Directors’ and Management Profile 15
Proceeds
19
the
Offer
8.Purpo
of
抱歉的英文and
Utilisation
9.Working Capital, Profit and Dividends Forecast 19
10.Risks and Mitigating Factors 20
11.SWOT Analysis 21 FINANCIAL PROJECTIONS AND ANALYSIS
1.Going Concern Status 23
2.Projected Profit and Loss Accounts for the years ending 30 June 2008, 2009, 2010, 2011 and 2012 24
3.Forecast Balance Sheet 24
4.Projected Cash Flow 25
5.Bas and Assumptions 26
6.Letter from the Issuing Hou 27
HISTORICAL FINANCIAL INFORMATION
27
Accounting
Policies
of
1.Statement
Significant
2.Profit and Loss Accounts for the Period ended 30th June 2003, 2004, 2005, 2006 and 2007 28
3.Balance Sheets as at 30th June, 2003, 2004, 2005, 2006 and 2007 28
三元桥地铁站
4.Cashflow Statements for the Period ended 30th June, 2003, 2004, 2005, 2006 and 2007 29
Accounts
30
to
5.Notes
the
STATUTORY AND GENERAL INFORMATION
Capital
History 32 &
项目管理制度Share
1.Incorporation
2.Shareholding Structure 32
3.Directors’ Interest 33
4.Indebtedness 33
Companies 33 Associated
and
5.Subsidiaries
6.Material Contracts 33
7. Claims and Litigation 33
8. Extracts from the Memorandum and Articles of Association 34
9.Connts 36
for
36
Inspection
Available
10.Documents
Allotment
37
and
Application
interdigital11.Procedure
for
Form 38 Application
Outlets/Contacts 39 Receiving
IMPORTANT NOTICE TO INVESTORS
This Private Placement Memorandum contains confidential information and is intended mainly for the purpo of giving information to a lect group of prospective investors in connection with the Offer for Subscription of 100,000,000 Ordinary Shares of N1.00 each at N2.80 per share in Acorn Petroleum Limited (“the Company”) by Intercontinental Capital Markets Limited (the Issuing Hou) by way of Private Placement.
T his Private Placement Memorandum is neither a Prospectus nor does it constitute an offer, or an invitation to subscribe to the Securities prented herein. Prospective investors to whom investment letters have been addresd for the purpo of making an investment decision in accordance with the terms and conditions contained therein may only make an application.
T he Directors of the Company have taken all reasonable care to ensure that the information contained herein is, to the best of their knowledge and belief, true and accurate in all material respects. The Directors confirm that to the best of their knowledge and belief there are no other facts, the omission of which would make misleading any statement of fact or opinion, which is contained herein. The Directors of the Company accept full responsibility for the information provided in the Memorandum. The Ordinary Shares now being offered will rank equal in all respects with the existing issued Ordinary Shares of the Company.
T he information contained herein may not be produced or ud by anyone in any circumstances not authorized or in connection with an offer or solicitation other than the lect group of investors to whom Placement Letters are addresd. Intercontinental Capital Markets Limited, the Issuing Hou mentioned herein has been authorized by the Board of Directors to issue the Placement Letters. Each of the prospective investors, to whom the Placement Letter is addresd, should make his/her own independent evaluation and determine the amount of investment in the Ordinary Shares he/she would like to make on the basis of such evaluation.
No application has been made to the Council of The Nigerian Stock Exchange for admission of the Ordinary Shares to the official list at the moment. However, the Board of Directors have made adequate arrangement to do this in year 2008 as the conversion to Public Limited Liability Company (Plc) will be done immediately after the conclusion of this Private Placement.
GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMSnissin
“Acorn ” or “ the Company” Acorn Petroleum Limited
“Business day” Any day other than a Saturday, Sunday or official public holiday
in Nigeria
“CAC” Corporate Affairs Commission
“CBN” Central Bank of Nigeria
“ ICML” Intercontinental Capital Markets Limited
“NNPC” Nigerian National Petroleum Corporation
“NSE” The Nigerian Stock Exchange
“OPEC” Organisation of Petroleum Exporting Countries
“Pari Passu” Equally
“
“Parties” Professionals engaged by the Company who specific roles will
ensure the success of the Offer
情人节英文怎么说“Placement Outlets” Designated Places/Points authorid to receive Application
Forms/monies from investors
“Private Placement” Private Placement Memorandum of Acorn Petroleum Limited “SEC” Securities and Exchange Commission
“The Offer”Private Placement Offer of 100,000,000 Ordinary Shares of
N1.00 each at N2.80.
“Underwriting” An undertaken to buy unsubscribed Shares
“Receiving Banker” Bank authorid to receive Issue Proceeds on behalf of the
Issuer.
ABRIDGED TIME TABLEhybrid
eighth的音标
DATE ACTIVITY
December 10, 2007 Offer opens
February 6, 2008 Offer Clos
February 27, 2008 Submit allotment proposal to Board for approval March 3, 2008 Acorn Board Approves allotment proposal
heatherMarch 10, 2008 Intercontinental Capital Markets Limited remits the Fund March 17, 2008 Acorn Issues Share Certificates
March 18, 2008 Commencement of Conversion to Plc
April 1, 2008 Commencement of Registration of Shares with SEC
