AFRICAN PETROLEUM PLC
RC 4119
AP
1
CONTENTS1.CORPORATE DIRECTORY32.KEY TERMS & ABBREVIATIONS43.ABRIDGED TIME TABLE 54.THE OFFER65.SUMMARY OF THE OFFER76.DIRECTORS AND OTHER PARTIES TO THE OFFER117.THE CHAIRMAN'S LETTER
7.1History and Business of the Company147.2Board of Directors167.3Management and key Staff197.4Premises207.5Purpose of the Offer217.6Unclaimed Dividend/Unpaid Dividend 227.7Risk and Mitigating Factors227.8Corporate Governance227.9Working Capital, Profit and Dividend Forecasts237.10Future Development Plans247.11Training, Research and Development24
8.THE PROFIT FORECAST25
8.1Letter from the Reporting Accountant on Profit Forecast258.2Letter from the Reporting Accountant on Going Concern Status268.3Basis and Assumptions27
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8.4Profit Forecast for the years ending 31 December, 2008, 2009 and 2010Assuming Full Subscription288.5Letters from the Joint Issuing Houses on the Profit Forecast29
9.FIVE-YEAR FINANCIAL INFORMATION30
9.1Independent Assurance Report from the Auditor309.2Statement of Significant Accounting Policies319.3Profit and Loss Accounts329.4Balance Sheets339.5Statement of Cash flow349.6Notes to the Financial Statements35
10.STATUTORY AND GENERAL INFORMATION 43
10.1Incorporation and Share Capital History4310.2Shareholding Structure4310.3Subsidiaries and Associated Companies4310.4Directors' Beneficial Interests4310.5Indebtedness4410.6Extracts from the Memorandum and Articles of Association4410.7Claims and Litigation,4810.8Declarations4910.9Material Contracts4910.10 Estimated Costs and Expenses of the Offer4910.11Relationship between Issuer, Issuing Houses and Other Advisers4910.12Changes in Financial or Trading Positions4910.13Related Party Transactions5010.14Off Balance Sheet Items5010.15Merger and Takeover5010.16Consents5010.17Documents Available for Inspection52
PROCEDURE FOR APPLICATION AND ALLOTMENT53RECEIVING AGENTS54APPLICATION FORM55INSTRUCTION FOR COMPLETING THE APPLICATION FORM56
OFFER FOR SUBSCRIPTION 199,070,721 ORDINARY SHARES OF 50 KOBO EACH AT N250 PER SHARE, PAYABLE INFULL ON APPLICATION. APPLICATION LISTS OPENS AUGUST 21, 2008 AND CLOSES SEPTEMBER 29, 2008.
This Prospectus relates to an Offer for Subscription by African Petroleum Plc (“AP” or “the Company”), of 199,070,721ordinary shares of 50 kobo each (“the Shares”) in the capital of African Petroleum Plc at an Offer price of N250 per share(“the Offer”).The Shares have been cleared and registered with the Securities and Exchange Commission (“the SEC” or “theCommission”). It is projected that the admission of the Shares will become effective Decemebr 19, 2008 and thatunconditional dealings in the Shares on The Nigerian Stock Exchange (“The Exchange” or “NSE”) will commenceimmediately thereafter. However, this date is subject to change. The Shares offered in Nigeria will only be tradable on thefloor of the NSE upon listing on The Exchange. (See summary of Offer on page 7).The Company accepts responsibility for the information contained in this Prospectus. To the best of the knowledge andbelief of the Company (which has taken all reasonable care to ensure that such is the case) the information contained inthis Prospectus is in accordance with the Investment and Securities Act, No. 29, 2007 and the Rules and Regulations ofthe Commission. Union Capital Markets Limited, Zenith Capital Limited, FCMB Capital Markets Limited, Access Bank Plc,Afribank Capital Markets Limited, Guaranty Trust Bank Plc, Intercontinental Capital Markets Limited, Vetiva CapitalManagement Limited, UBA Global Markets Limited and UNEX Capital Limited. (“the Joint Issuing Houses”), all of whomare registered with the SEC in Nigeria, are acting exclusively for the Company in connection with the Offer forSubscription.This document comprises of a Prospectus relating to the Company in respect of the Offer for Subscription prepared inaccordance with the Investment and Securities Act and the Rules and Regulations of the SEC.
AFRICAN PETROLEUM PLC
RC 4119
AP
2
AFRICAN PETROLEUM PLC
RC 4119
AP
3
1.CORPORATE DIRECTORY
HEAD OFFICE:
AP HOUSE54/56 BROAD STREETP.O. BOX 512 LAGOSTEL: 234 - 1 - 2600050 - 7, TELEFAX: 234 - 1 - 2634341TELEX: 28690 AYEPEE NG, CABLE & TELEGRAMS: AYEPEEP.M.B. 12690 MARINA, LAGOSwww.applcng.comE - MAIL: aplagos@applcng.com
NORTHERN REGION:
105 OLUSEGUN OBASANJO WAYCENTRAL AREA, FCT, ABUJATEL: (09) 6710681
SOUTH - WEST REGION:
NOC BUILDING1 AP/CONOIL OIL RD APAPA LAGOSTEL: (01) 5451227-8, 54530767, 5803533
SOUTH - EAST REGION:
11 MOSCOW ROADPMB 5237,PORT-HARCOURTTEL: (084) 234677, 236100, 235885
KANO OFFICE:
CLUB ROADP.O. BOX 636 KANOTEL: (64) 632630 -1, 647276, 647052
AP AVIATION:
MURTALA MOHAMMED AIRPORT IKEJATEL: (01) 4937449
AP CHEMICALS:
112 LADIPO STREET,MATORI INDUSTRIAL ESTATE, MUSHIN LAGOS.TEL: (01) 4744484, 7918803
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10.6EXTRACTS FROM MEMORANDUM AND ARTICLES OF ASSOCIATION for African Petroleum (AP) 2008 Share Offer Prospectus
The offering prospectus for the 2008 AP secondary offering.
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