Fastnet Oil & Gas FAST Successful Placing Of New Ordinary Shares

  Fastnet Oil & Gas (FAST) - Successful Placing Of New Ordinary Shares

RNS Number : 8035R
Fastnet Oil & Gas PLC
22 November 2012




22 November 2012

                            Fastnet Oil & Gas plc

 Successful placing of new ordinary shares to raise approximately £15 million
            in order to execute its drilling programme for Morocco



Fastnet Oil and Gas plc ("Fastnet" or the "Company") (AIM: FAST, ESM: FOI) the
E&P company  focussed on  near term  exploration acreage  in Morocco  and  the 
Celtic Sea, is pleased to  announce that Mirabaud Securities LLP  ("Mirabaud") 
as sole bookrunner and Shore Capital Stockbrokers Limited ("Shore Capital") as
joint  broker,   have   raised   £14,960,000  before   expenses   through   an 
oversubscribed placing of 68,000,000 new ordinary shares in the capital of the
Company ("Placing Shares")  with new and  existing investors at  22 pence  per 
share. The money raised provides additional capital to further strengthen  the 
Company's balance  sheet  which will  enable  Fastnet to  accelerate  drilling 
activity in Morocco  to potentially generate  a near-term multi-well  drilling 
programme through the judicious use of its resources.



Key highlights

á Since  admission to  AIM and  ESM in  June 2012,  Fastnet has  moved 
quickly to  establish a  portfolio of  material ground  floor stakes  in  high 
impact exploration prospects in both offshore Morocco and Ireland

á Placing has been undertaken in order to allow the Company to execute
the work programmes  across its  enlarged licence area,  to mature  them to  a 
level whereby major partners  can be brought in  for sustained value  creating 
exploration work and drilling programmes

á Placing  will  strengthen  the balance  sheet  enabling  Fastnet  to 
accelerate drilling activity in offshore  Morocco, fund other work  programmes 
in the Celtic Sea and provide additional working capital headroom

á The Board's strategy is to  ensure that Fastnet retains a  material, 
well-funded interest in its portfolio of prospects that are being matured  for 
drilling. This is the first step to implementing Fastnet's stated strategy  of 
creating shareholder value through exploration success

á The executive members of the Board have recently been  substantially 
strengthened with the appointments of Paul Griffiths as Managing Director  and 
Carol Law as Executive Director

á The Placing is conditional, inter alia, upon the passing of  certain 
shareholder resolutions  ("Resolutions")  and  the admission  of  the  Placing 
Shares to trading on AIM. The General Meeting has been convened for 11.30 a.m.
on 10 December  2012 to be  held at the  registered office of  the Company  at 
Number 14 Riverview,  Vale Road,  Heaton Mersey,  Stockport SK4  3GN for  the 
purpose of considering the Resolutions



Cathal Friel, Chairman of Fastnet commented:

"I am  very  pleased to  announce  the Placing.  It  is a  testament  to  the 
portfolio of assets, management team and  progress since our admission to  AIM 
and ESM that Fastnet has  been able to secure  the support of significant  new 
investors and continuing support from existing shareholders.



"With the new money raised,  Fastnet will be able  to execute its strategy  of 
maturing its enlarged licence area in Morocco and the Celtic Sea to a point at
which it can secure shareholder value through the support of future  potential 
farm-in partners."



Offshore Morocco

Following its acquisition of Pathfinder Hydrocarbon Ventures Ltd in July 2012,
Fastnet holds a  25% gross (18.75%  net) carried interest  in the Foum  Assaka 
exploration licence in the Agadir  Basin, Offshore Morocco. The Directors  are 
excited about  Fastnet's  entry to  Offshore  Morocco, which  is  an  emerging 
exploration frontier  area on  the West  African Margin  for the  oil and  gas 
industry with an  attractive fiscal regime.  Recent industry farm-in  activity 
helps validate the significant oil and gas potential of the region.



The Foum Assaka licence area covers  approximately 6,500 km^2 and is  operated 
by Kosmos  Energy LLC  ("Kosmos").  Kosmos is  an  international oil  and  gas 
exploration and production  company that  was the technical  operator for  the 
Jubilee Field discovery, Offshore Ghana. Fastnet has been carried through  the 
Foum Assaka Initial Exploration Period work programme based on a gross  budget 
cap of US$16.2m. This work programme includes the acquisition and  processing 
of 2,577km of  3D seismic.  This seismic  acquisition was  completed in  April 
2012, with processing and  interpretation of the  data ongoing. The  Directors 
anticipate that, subject to all  necessary regulatory consents and the  timing 
of rig availability,  drilling of the  first exploration well  in Foum  Assaka 
should commence in Q4 2013.



Offshore Ireland

In June 2012, Fastnet was awarded two highly prospective licensing options the
Mizzen Basin and the Molly Malone  Basin in the Celtic Sea, Offshore  Ireland. 
The Mizzen licensing option covers blocks 55/14 and 55/15 and part blocks 55/9
and 55/10 while the Molly Malone licensing option covers block 50/26 and  part 
blocks 49/25,  49/30, 50/21  and 50/22,  each  in the  Celtic Sea  basin.  The 
Directors believe these  areas have the  potential to host  major oil and  gas 
accumulations based on their attractive petroleum geology and the presence  of 
well-understood large-field analogues in other areas.



Earlier this month, Fastnet was granted a further Celtic Sea licensing  option 
covering: block/part-blocks  49/7, 49/8,  49/9,  49/12 and  49/13  ("Licensing 
Option 12/6") and  also agreed to  farm-into Licensing Option  12/5 which  was 
recently awarded by the Minister of State at the Department of Communications,
Energy and Natural  Resources and  includes part-blocks  49/18, 49/19,  49/20, 
49/23, 49/24 and  49/25 ("Shanagarry").  The Directors are  excited about  the 
Licensing Option award and the farm-in to the Shanagarry Licensing Option. The
previous operator  in  the  Shanagarry Licensing  Option  Area,  Marathon  Oil 
Corporation ("Marathon"), mapped a  120 km^2 structure that  was proved to  be 
hydrocarbon bearing  after logging  a gross  combined oil  and gas  column  of 
approximately 500 feet in well 49/19-1 drilled in 1984. The well was not fully
tested due to operational issues and poor gas economics at the time.  However, 
four viable petroleum  systems were proven  by the well  results, with  offset 
field analogues. Similarly, Licensing Option  12/6 has already been proven  to 
have discovered hydrocarbon-bearing sections  over a gross  interval of up  to 
700 feet in early wells drilled by Marathon and its partners in 1974 and 1986.



Fastnet has now established a material position in the Celtic Sea, where there
has been renewed exploration interest following the recent Barryroe discovery.
The Company is currently tendering a seismic vessel for Q2 2013 for 3D seismic
survey of the  Mizzen licensing area  with the opportunity  to add further  3D 
seismic programmes for 2013. The  Directors anticipate that this will  de-risk 
and unlock resource potential  and should, in the  Board's view, increase  the 
likelihood of attracting an industry major to the proposed programme given the
scale and materiality of the prospective structures already identified.



Use of proceeds

Although the minimum work commitments in  relation to certain of its  Moroccan 
and Irish licences  represent a  relatively modest capital  commitment in  the 
short term which can be funded by existing cash resources, the Board is of the
view that raising  additional capital  now to further  strengthen its  balance 
sheet will enable it to accelerate drilling in Morocco to potentially generate
a near-term multi-well drilling  programme, through the  judicious use of  the 
Company's resources. The Group also wishes to continue with its low cost  work 
programme to de-risk its Irish assets to  a stage where major partners can  be 
brought  in  for  sustained  value  creating  exploration  work  and  drilling 
programmes once the potential has been properly assessed.



The Board's  strategy  is  to  ensure  that  the  Group  retains  a  material, 
well-funded interest in its portfolio of prospects that are being matured  for 
drilling. This is the first step to implementing Fastnet's stated strategy  of 
creating shareholder value through exploration success. In order to raise  the 
funds required for this purpose and to put the Company in a position where  it 
is fully funded  through to mid-2014,  the Company through  its agents,  Shore 
Capital and Mirabaud, is undertaking the Placing, further details of which are
set out below.



Current trading and prospects

Fastnet is an early stage exploration company with no income generated by  the 
Group to date. The Company has  assembled the above portfolio of assets  since 
admission to AIM in June 2012 and is now ready to develop these assets through
value creating exploration work and drilling programmes.



Joint brokership

The Company has appointed Mirabaud as joint broker.



The Placing

Under the terms of the Placing Terms, the Placees have agreed to subscribe for
68,000,000 new Ordinary Shares,  in aggregate, at  the Placing Price,  raising 
approximately £14,960,000before expenses for the benefit of the Company.



The Placing is conditional,  inter alia, upon the  passing of the  Resolutions 
and the admission of the Placing Shares to trading on AIM.



The Placing  Shares, when  issued and  fully paid,  will rank  equally in  all 
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after Admission.



It is  expected that  Admission  will become  effective  and dealings  in  the 
Placing Shares will commence on 12 December 2012.



Posting of shareholder circular and notice of general meeting

It  is  anticipated  that  a  circular  to  shareholders  will  be  posted  to 
shareholders shortly  giving  notice  of  a general  meeting  which  has  been 
convened for 11.30  a.m. on  10 December  2012 to  be held  at the  registered 
office of  the Company  at  Number 14  Riverview,  Vale Road,  Heaton  Mersey, 
Stockport SK4 3GN for the purpose of considering the Resolutions.



The Resolutions consist of an  ordinary resolution to authorise the  Directors 
to allot additional Ordinary  Shares and a special  resolution to approve  the 
allotment of  the  Ordinary Shares  in  connection  with the  Placing  and  to 
disapply statutory pre-emption rights in respect of such allotment. As well as
facilitating the issue and  allotment of the  Placing Shares, the  Resolutions 
will provide the Directors with the authorities to issue and allot  11,773,325 
Ordinary Shares  pursuant  to options,  warrants  and subscription  rights  to 
directors, employees,  consultants  and/or advisors  to  the Company  and  its 
subsidiaries all of which will have been granted on or before Admission and up
to 68,421,053 Ordinary  Shares on  a non-pre-emptive basis  at the  Directors' 
discretion as the Directors believe that it is desirable to maintain a  margin 
of unissued share capital in order to preserve the flexibility for the future.



Admission

The Placing Shares will,  on admission, rank pari  passu in all respects  with 
the existing  ordinary  shares. Subject  to  the passing  of  the  shareholder 
resolutions at the Company's General  Meeting application will made to  London 
Stock Exchange for the Placing Shares to be admitted to trading on the AIM and
to the Irish Stock Exchange for the  Placing Shares to be admitted to  trading 
on the ESM on 12 December 2012. Following admission of the Placing Shares  the 
enlarged issued  share capital  will be  273,940,493 ordinary  shares of  3.8p 
each.

The Company does not hold any shares in treasury and, therefore, on  admission 
of the Placing  Shares the above  figure may  be used by  shareholders as  the 
denominator for  the calculation  by which  they will  determine if  they  are 
required to notify their  interest in, or  a change to  their interest in  the 
Company.



Holdings on Completion of the Placing

Set out below  are the interests  of the directors  in the Company's  enlarged 
issued share capital subject to completion of the Placing.



Director         Number of Ordinary Shares Percentage of Issued Share Capital
Paul Griffiths^1                18,813,473                              6.87%
Cathal Friel^2                  18,688,212                              6.82%
Carol Law                                -                                  -
Michael Nolan                    3,341,243                              1.22%
Stephen Staley                   3,333,183                              1.22%
Michael Edelson                    922,384                              0.34%



1. Paul Griffith's interest in the  Ordinary Shares in the Company  includes 
1,777,697 Ordinary  Shares  held  by Celtex  Exploration  Services  Limited  a 
company in which Paul Griffiths has a beneficial interest, 1,777,697  Ordinary 
Shares held in  the personal name  of Paul Griffiths  and 40,688,212  Ordinary 
Shares held by Pan Maghreb Oil and  Gas Limited in which Paul Griffiths has  a 
37.5% interest.

2. Cathal Friel's interest  in the Ordinary Shares  in the Company  includes 
15,554,857 Ordinary Shares held by Raglan  Road Capital Limited, a company  in 
which Cathal Friel and his wife, Pamela Iyer, have a 90 per cent. interest.



An updated copy of  the Company's corporate presentation  is now available  on 
the website: http://www.fastnetoilandgas.com.





For further information, please contact:



Fastnet Oil & Gas plc              +353 (1) 644 0007

Cathal Friel, Chairman

Paul Griffiths, Managing Director
Mirabaud Securities LLP            +44 (20) 7321 2508

(Joint Broker)                     

Peter Krens                        

Edward Haig-Thomas                 

                                  

Shore Capital                      

(Nominated Adviser & Joint Broker) +44 (0) 20 7408 4090

Nomad

Bidhi Bhoma

Edward Mansfield



Corporate Broking

Jerry Keen
Davy                               +353 (1) 679 6363

(ESM Adviser & Joint Broker)

John Frain

Brian Garrahy

Roland French


FTI Consulting                     +44 (0) 207 831 3113

Edward Westropp                    

Jess Allum



                                   APPENDIX

TERMS AND CONDITIONS OF THE PLACING FOR CONTRACT NOTES

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN
IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN  OR 
ANY  JURISDICTION  IN  WHICH  THE  SAME  WOULD  BE  UNLAWFUL  (A   ÒRESTRICTED 
JURISDICTIONÓ), SUBJECT TO CERTAIN LIMITED EXCEPTIONS.

EACH PLACEE SHOULD CONSULT  WITH ITS OWN ADVISERS  AS TO LEGAL, TAX,  BUSINESS 
AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

Details of the Placing

Mirabaud Securities and SCS have today entered into an agreement with  Fastnet 
Oil & Gas PLC (the "Placing Agreement") under which, subject to the conditions
set out in  that agreement,  Mirabaud Securities and  SCS have  agreed to  use 
their reasonable endeavours to procure  subscribers for the Placing Shares  at 
the Placing Price with certain institutional and other investors.

The Placing Shares will, when issued, rank pari passu in all respects with the
existing Ordinary Shares, including the  right to receive dividends and  other 
distributions declared, made or paid following Admission.

Application for admission to trading

Application will be  made to the  London Stock Exchange  for admission of  the 
Placing Shares to trading on AIM.  It is expected that Admission will  become 
effective and that dealings in the Placing Shares will commence on AIM at 8.00
a.m. on 12 December 2012.

Participation in, and principal terms of, the Placing

Mirabaud Securities and SCS are arranging the Placing for and on behalf of the
Company.  Mirabaud  Securities  and  SCS  will  determine  in  their  absolute 
discretion the extent  of each  Placee's participation in  the Placing,  which 
will not necessarily be the same for each Placee.

Each Placee will be  required to pay  to Mirabaud Securities  and SCS, on  the 
Company's behalf,  the Placing  Price  for each  Placing  Share agreed  to  be 
acquired by it under the Placing in accordance with the terms set out  herein. 
Each Placee's  obligation to  acquire and  pay for  Placing Shares  under  the 
Placing will be owed to Mirabaud Securities and SCS, as the case may be,  and 
the Company. Each Placee has an immediate, separate, irrevocable and  binding 
obligation, owed to each of Mirabaud Securities  and SCS, to pay to it (or  as 
it may direct) in cleared funds an amount equal to the product of the  Placing 
Price and the  number of Placing  Shares such Placee  has agreed to  subscribe 
for. Each Placee will be deemed to have read and understood this Appendix  in 
its entirety, to be participating in the Placing upon the terms and conditions
contained  in  this  Appendix,  and  to  be  providing  the   representations, 
warranties, agreements,  acknowledgements and  undertakings, in  each case  as 
contained in  this  Appendix. To  the  fullest  extent permitted  by  law  and 
applicable FSA rules (the  "FSA Rules"), neither  (i) Mirabaud Securities  nor 
SCS,  (ii)  any  of  their   respective  directors,  officers,  employees   or 
consultants, or (iii)  to the  extent not contained  within (i)  or (ii),  any 
person connected with Mirabaud Securities or  SCS as defined in the FSA  Rules 
((i),  (ii)  and  (iii)  being  together  "affiliates"  and  individually   an 
"affiliate"), shall have any liability to Placees or to any person other  than 
the Company in respect of the Placing.

Conditions of the Placing

The obligations of Mirabaud Securities and SCS under the Placing Agreement are
conditional on, amongst other things:

(a) the Company having complied with its obligations under the Placing
Agreement (to the extent that such  obligations fall to be performed prior  to 
Admission);

(b) the passing of the necessary resolutions giving authority to allot
and issue the Placing Shares at a general meeting of the Company convened  for 
10 December 2012; and

(c) Admission having occurred not later than 8.00 a.m. on 12  December 
2012 or such later date as the Company, Mirabaud Securities and SCS may agree,
but in any event not later than 8.00 a.m. on 19 December 2012.



If any of the conditions contained in the Placing Agreement in relation to the
Placing Shares are not fulfilled or  waived by Mirabaud Securities and SCS  by 
the respectivetime or date where specified, the Placing will not proceed  and 
the Placee's  rights and  obligations  hereunder in  relation to  the  Placing 
Shares shall cease and terminate at such  time and each Placee agrees that  no 
claim can be made  by the Placee against  the Company, Mirabaud Securities  or 
SCS in respect thereof.

Mirabaud Securities and SCS  may, at their discretion  and upon such terms  as 
they think fit, waive compliance bythe Company with the whole or any part  of 
any ofthe Company's obligations in relation to the conditions in the  Placing 
Agreement. Any such extension or  waiver will not affect  Placees'commitments 
as set out in this Announcement.

None of Mirabaud Securities, SCS, the  Company or any other person shall  have 
any liability to any Placee (or to  any other person whether acting on  behalf 
of a Placee  or otherwise)  in respect  of any decision  they may  make as  to 
whether or  not to  waive  or to  extend  the time  and/or  the date  for  the 
satisfaction of any  condition to the  Placing nor for  any decision they  may 
make as to  the satisfaction of  any condition  or in respect  of the  Placing 
generally, and by  participating in the  Placing each Placee  agrees that  any 
such decision is within the absolute discretion of Mirabaud Securities and SCS
and (where applicable) the Company.

Termination of the Placing Agreement

Each of Mirabaud Securities and SCS, acting jointly, is entitled, at any  time 
before Admission,  to terminate  the Placing  Agreement in  relation to  their 
respective obligations in respect  of the Placing Shares  by giving notice  to 
the Company  in certain  limited circumstances.  Such circumstances  include, 
inter alia,  material  breach by  the  Company of  the  terms of  the  Placing 
Agreement or any warranty  therein being untrue or  incorrect in any  material 
respect, or on the occurrence of certain specified events or of certain events
of force majeure.

Upon such termination, the parties to the Placing Agreement shall be  released 
and discharged (except for any liability arising before or in relation to such
termination) from  their  respective  obligations under  or  pursuant  to  the 
Placing Agreement subject to certain exceptions.

By participating in the Placing, Placees  agree that the exercise by  Mirabaud 
Securities and SCS of any right  of termination or other discretion under  the 
Placing  Agreement  shall  be  within  the  absolute  discretion  of  Mirabaud 
Securities or SCS and  that they need  not make any  reference to Placees  and 
that they shall have no liability to Placees whatsoever in connection with any
such exercise or failure so to exercise.

No prospectus

No offering document,  prospectus or admission  document has been  or will  be 
submitted to be approved by  the FSA in relation  to the Placing and  Placees' 
commitments will be made solely on  the basis of the information contained  in 
this Announcement (including its Appendix) released by the Company today,  and 
subject to the further terms set forth in the contract note to be provided  to 
individual prospective Placees.

Each Placee, by  accepting a  participation in  the Placing,  agrees that  the 
content of  this  Announcement (including  its  Appendix) is  exclusively  the 
responsibility ofthe Company and  confirms that it  has neither received  nor 
relied on any other information,  representation, warranty, or statement  made 
by or on behalf ofthe Group, Mirabaud  Securities or SCS or any other  person 
and none of Mirabaud Securities, nor SCS nor the Company nor any other  person 
will be liable for any Placee's  decision to participate in the Placing  based 
on any  other information,  representation, warranty  or statement  which  the 
Placees may have  obtained or  received. Each Placee  acknowledges and  agrees 
that it has  relied on  its own investigation  of the  business, financial  or 
other position  ofthe Group  in  accepting a  participation in  the  Placing. 
Nothing in  this paragraph  shall  exclude the  liability  of any  person  for 
fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take
place within  the  system  administered  by Euroclear  UK  &  Ireland  Limited 
("CREST"), subject to certain exceptions.  The Company reserves the right  to 
require settlement  for and  delivery  of the  Placing  Shares (or  a  portion 
hereof) to Placees in certificated form  if, in Mirabaud Securities' or  SCS's 
opinion, delivery  or settlement  is not  possible or  practicable within  the 
CREST system or will not be consistent with the regulatory requirements in the
Placee's jurisdiction .

Participation in the Placing is only  available to persons who are invited  to 
participate in it by Mirabaud Securities or SCS.

A Placee's commitment to  acquire a fixed number  of Placing Shares under  the 
Placing will be agreed orally with Mirabaud Securities or SCS. Such  agreement 
will constitute a legally binding commitment on such Placee's part to  acquire 
that number of Placing Shares at the Placing Price on the terms and conditions
set out  or  referred  to  in  this Appendix  and  subject  to  the  Company's 
Memorandum and Articles of Association.

After such agreement is entered into, each Placee allocated Placing Shares  in 
the Placing will be sent contract  notes stating the number of Placing  Shares 
allocated to it at the Placing Price and settlement instructions.

Each Placee  agrees  that it  will  do all  things  necessary to  ensure  that 
delivery and payment  is completed in  accordance with the  standing CREST  or 
certificated settlement  instructions  that  it has  in  place  with  Mirabaud 
Securities. Settlement should  be through Mirabaud  Securities against  CREST 
ID: 834, account designation: CLEARING or through SCS against CREST ID:  601. 
For the avoidance of  doubt, Placing allocations will  be booked with a  trade 
date of 21 November 2012 and a settlement date of 12 December 2012.

The Company will deliver the Placing Shares to the CREST accounts operated  by 
Mirabaud Securities and  SCS as agents  for the Company  and each of  Mirabaud 
Securities and SCS will  enter its delivery (DEL)  instruction into the  CREST 
system. The  input  to  CREST  by  a  Placee  of  a  matching  or  acceptance 
instruction will then allow  delivery of the relevant  Placing Shares to  that 
Placee against payment.

It is expected that settlement will take place on 12 December 2012, being  the 
date of Admission, on a delivery versus payment basis.

Interest is chargeable daily on payments not received from Placees on the  due 
date in accordance  with the arrangements  set out  above at the  rate of  two 
percentage points above LIBOR as determined by Mirabaud Securities or SCS.

Each Placee  is  deemed to  agree  that, if  it  does not  comply  with  these 
obligations,the Company may sell any or  all of the Placing Shares  allocated 
to that Placee on such Placee's  behalf and retain from the proceeds,  forthe 
Company's account and benefit, an amount equal to the aggregate amount owed by
the Placee plus any  interest due. The relevant  Placee will, however,  remain 
liable for any  shortfall below the  aggregate amount  owed by it  and may  be 
required to bear any stamp duty or  stamp duty reserve tax (together with  any 
interest or penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.

If Placing Shares  are to  be delivered to  a custodian  or settlement  agent, 
Placees should  ensure that  the trade  confirmation is  copied and  delivered 
immediately to  the  relevant  person within  that  organisation.  Insofar  as 
Placing Shares are registered in a Placee's name or that of its nominee or  in 
the name of any person for whom a Placee is contracting as agent or that of  a 
nominee for  such person,  such  Placing Shares  should, subject  as  provided 
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or commission  in 
connection with the Placing.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such
Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as
the case may be) to the Company, Mirabaud Securities and SCS that it:

á has  read  this  Announcement, including  its  Appendix,  in  its 
entirety;

á acknowledges and agrees that no offering document, prospectus  or 
admission document has been or will be prepared in connection with the Placing
and represents and warrants that it  has not received a prospectus,  admission 
document or other  offering document  in connection  with the  Placing or  the 
Placing Shares;

á acknowledges that the Ordinary Shares are admitted to trading  on 
AIM, and the  Company is therefore  required to publish  certain business  and 
financial information  in  accordance with  the  rules and  practices  of  AIM 
(collectively, the "Exchange  Information"), which includes  a description  of 
the nature of  the Company's business  and the Company's  most recent  balance 
sheet and profit and loss account and that it is able to obtain or access such
Exchange Information without undue difficulty and is able to obtain access  to 
such information  or  comparable  information concerning  any  other  publicly 
traded company without undue difficulty;

á acknowledges that  neither Mirabaud Securities,  nor SCS nor  the 
Company nor any of their respective affiliates or any person acting on  behalf 
of any  of them  has provided,  and will  not provide,  it with  any  material 
regarding the Placing Shares  or the Group other  than this Announcement;  nor 
has it requested any of Mirabaud Securities, SCS or the Company, any of  their 
respective affiliates or any person acting on behalf of any of them to provide
it with any such information;

á acknowledges that (i) it and, if different, the beneficial  owner 
of the Placing Shares is not, and at the time the Placing Shares are  acquired 
will not be, located in or be residents of a Restricted Jurisdiction and  (ii) 
the Placing  Shares  have  not been  and  will  not be  registered  under  the 
securities legislation of the United States,  Canada or Japan and, subject  to 
certain exceptions, may not be offered, sold, taken up, renounced or delivered
or transferred, directly or indirectly, in or into those jurisdictions or  any 
other jurisdiction where to do so would be unlawful;

á acknowledges that the content of this Announcement is exclusively
the responsibility of the  Company and that  neither Mirabaud Securities,  nor 
SCS nor any person acting on their behalf has or shall have any liability  for 
any information, representation or statement contained in this Announcement or
any information previously published by or  on behalf of the Company and  will 
not be liable for any Placee's decision to participate in the Placing based on
any information, representation or statement contained in this Announcement or
otherwise. Each Placee further represents,  warrants and agrees that the  only 
information on which  it is  entitled to  rely and  on which  such Placee  has 
relied in committing itself to subscribe  for the Placing Shares is  contained 
in this Announcement and any  information previously published by the  Company 
by notification to  a Regulatory Information  Service, such information  being 
all that it deems necessary to make  an investment decision in respect of  the 
Placing Shares  and that  it has  neither  received nor  relied on  any  other 
information  given  or  representations,  warranties  or  statements  made  by 
Mirabaud Securities, or SCS or the Company and neither Mirabaud Securities nor
SCS nor the  Company will be  liable for  any Placee's decision  to accept  an 
invitation to  participate in  the  Placing based  on any  other  information, 
representation, warranty or  statement. Each Placee  further acknowledges  and 
agrees that it has relied on its own investigation of the business,  financial 
or other position of the Company in deciding to participate in the Placing;

á acknowledges that  neither Mirabaud  Securities nor  SCS nor  any 
person acting on behalf of either of  them nor any of their affiliates has  or 
shall have any liability for any  publicly available or filed information,  or 
any representation  relating  tothe  Group, provided  that  nothing  in  this 
paragraph   excludes   the   liability   of   any   person   for    fraudulent 
misrepresentation made by that person;

á represents and warrants that neither it, nor the person specified
by it for  registration as  a holder  of Placing Shares  is, or  is acting  as 
nominee or agent for, and that the  Placing Shares will not be allotted to,  a 
person who is or may be liable to  stamp duty or stamp duty reserve tax  under 
any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts
and clearance services);

á represents and warrants that it has complied with its obligations
in connection with money laundering and terrorist financing under the Proceeds
of Crime Act  2002, the Terrorism  Act 2000,  the Terrorism Act  2006 and  the 
Money Laundering Regulations 2007 (the  "Regulations") and, if making  payment 
on behalf of a third party,  that satisfactory evidence has been obtained  and 
recorded by it to verify  the identity of the third  party as required by  the 
Regulations;

á if a financial intermediary, as that term is used in Article 3(2)
of  EU  Directive  2003/71/EC  (the  "Prospectus  Directive")  (including  any 
relevant implementing measure  in any member  state), represents and  warrants 
that the  Placing Shares  subscribed for  by it  in the  Placing will  not  be 
acquired on a non-discretionary basis on behalf of, nor will they be  acquired 
with a view  to their offer  or resale to,  persons in a  member state of  the 
European Economic Area  which has implemented  the Prospectus Directive  other 
than to qualified investors, or in circumstances in which the prior consent of
Mirabaud Securities or SCS has been given to the proposed offer or resale;

á represents and  warrants that  it has  not offered  or sold  and, 
prior to the expiry of a period  of six months from Admission, will not  offer 
or sell any Placing Shares to persons in the United Kingdom, except to persons
whose ordinary  activities involve  them in  acquiring, holding,  managing  or 
disposing of investments  (as principal or  agent) for the  purposes of  their 
business or otherwise in circumstances which have not resulted and which  will 
not result in an offer to the public in the United Kingdom within the  meaning 
of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");

á represents and warrants that it has not offered or sold and  will 
not offer or sell any Placing Shares to persons in the European Economic  Area 
prior to Admission except to persons whose ordinary activities involve them in
acquiring, holding,  managing or  disposing of  investments (as  principal  or 
agent) for the purposes of their business or otherwise in circumstances  which 
have not resulted in and  which will not result in  an offer to the public  in 
any member  state of  the European  Economic Area  within the  meaning of  the 
Prospectus  Directive   (Directive   2003/71/EC)   (including   any   relevant 
implementing measure in any member state);

á represents and warrants that  it has only communicated or  caused 
to be communicated and will only  communicate or cause to be communicated  any 
invitation or inducement to engage in investment activity (within the  meaning 
of section 21  of FSMA)  relating to the  Placing Shares  in circumstances  in 
which section 21(1) of FSMA does not require approval of the communication  by 
an authorised person;

á represents and warrants that it has complied and will comply with
all applicable  provisions of  FSMA with  respect to  anything done  by it  in 
relation to the  Placing Shares in,  from or otherwise  involving, the  United 
Kingdom and  confirms that,  to the  extent  applicable, it  is aware  of  its 
obligations in connection with the Criminal Justice Act 1993;

á represents  and  warrants that  it  is a  person  falling  within 
Article 19(5) and/or  Article 49(2)(a) to  (d) of the  Financial Services  and 
Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom  this 
Announcement may otherwise be lawfully communicated;

á acknowledges  that  any  offer  of Placing  Shares  may  only  be 
directed at persons  in member states  of the European  Economic Area who  are 
"qualified investors" within the meaning of Article 2(1)(e) of the  Prospectus 
Directive and represents and agrees that it is such a qualified investor;

á understands that the Placing Shares have not been and will not be
registered under the Securities Act,  or under the securities legislation  of, 
or  with  any  securities  regulatory   authority  of,  any  state  or   other 
jurisdiction of the United States;

á except as provided in paragraph 19 below, agrees, represents  and 
warrants that it is not a person located in the United States and is  eligible 
to participate in an  "offshore transaction" as defined  in and in  accordance 
with Regulation S and the  Placing Shares were not offered  to it by means  of 
"directed selling efforts" as defined in Regulation S;

á where  it is  a US  person as  defined in  Regulation S,  agrees, 
represents and warrants  that it is  an "accredited investor",  as defined  in 
Rule 501(a) under Regulation D, and is acquiring the Placing Shares either for
(i) its  own  account,  (ii)  for  the account  of  one  or  more  "accredited 
investors" for  which  it  is acting  as  duly  authorised agent  or  (iii)  a 
discretionary account  or accounts  as  to which  it has  complete  investment 
discretion and the authority to make, and does make, the statements  contained 
herein;

á represents and warrants that  it is acquiring the Placing  Shares 
for investment purposes only and not  with a view to any resale,  distribution 
or other disposition of the Placing Shares in violation of the Securities  Act 
or any other U.S. federal or applicable state securities laws;

á understands that the Placing  Shares may not be offered,  resold, 
pledged or otherwise  transferred except  (a) (i) in  an offshore  transaction 
meeting the  requirements  of Rule  903  or Rule  904  of Regulation  S;  (ii) 
pursuant to an effective registration  statement under the Securities Act;  or 
(iii) pursuant to an available exemption from the registration requirements of
the Securities Act; and (b) in accordance with all applicable securities laws
of the states of  the United States and  any other jurisdictions. Each  Placee 
agrees to, and each subsequent holder is required to, comply with, and  notify 
any purchaser  of  the Placing  Shares  from  it of  the  resale  restrictions 
referred to in this Appendix, if then applicable;

á represents  and warrants  that it  is entitled  to subscribe  for 
Placing Shares under the laws of all relevant jurisdictions which apply to it,
and that its  subscription of the  Placing Shares will  be in compliance  with 
applicable laws  and regulations  in the  jurisdiction of  its residence,  the 
residence of the Company, or otherwise and that it has not taken any action or
omitted to take any action which will or may result in Mirabaud Securities  or 
SCS or the Company or any of their respective affiliates or any person  acting 
on behalf  of  any  of them  acting  in  breach of  the  legal  or  regulatory 
requirements of any territory in connection with the Placing;

á acknowledges and agrees that  its purchase of the Placing  Shares 
does not trigger, in the jurisdiction in which it is resident or located:  (i) 
any obligation to  prepare or  file a prospectus  or similar  document or  any 
other report with respect to such  purchase; (ii) any disclosure or  reporting 
obligation of the Company; (iii) any  registration or other obligation on  the 
part of the Company;

á undertakes that  it (and any  person acting on  its behalf)  will 
make payment for the  Placing Shares allocated to  it in accordance with  this 
Announcement on  the due  time and  date  set out  herein, failing  which  the 
relevant Placing Shares may be placed  with other subscribers or sold as  each 
of Mirabaud Securities  and SCS may  in its discretion  determine and  without 
liability to such Placee;

á acknowledges that neither Mirabaud Securities nor SCS nor any  of 
their affiliates, nor any person  acting on behalf of  any of them, is  making 
any recommendations  to  it, advising  it  regarding the  suitability  of  any 
transactions it  may  enter into  in  connection  with the  Placing  and  that 
participation in the Placing is on the basis that it is notand will not be  a 
client of Mirabaud Securities or SCS for the purposes of the Placing and  that 
neither Mirabaud Securities nor SCS has  any duties or responsibilities to  it 
for providing  the  protections afforded  to  its respective  clients  or  for 
providing  advice  in  relation  to  the   Placing  nor  in  respect  of   any 
representations, warranties,  undertakings  or indemnities  contained  in  the 
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;

á undertakes that the person whom it specifies for registration  as 
holder of the Placing Shares  will be (i) itself or  (ii) its nominee, as  the 
case may  be. Neither  Mirabaud Securities  nor SCS  northe Company  will  be 
responsible for  any  liability  to  stamp duty  or  stamp  duty  reserve  tax 
resulting from a failure to observe this requirement;

á acknowledges that these terms  and conditions and any  agreements 
entered  into  by  it  pursuant  to   these  terms  and  conditions  and   any 
non-contractual  obligations  arising  out  of  or  in  connection  with  such 
agreements shall be governed by and  construed in accordance with the laws  of 
England and Wales and  it submits (on  behalf of itself and  on behalf of  any 
person on whose  behalf it  is acting) to  the exclusive  jurisdiction of  the 
English courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation  to 
make payment for  the Placing  Shares (together with  any interest  chargeable 
thereon) may be  taken by the  Company or  Mirabaud Securities or  SCS in  any 
jurisdiction in which the relevant Placee  is incorporated or in which any  of 
its securities have a quotation on a recognised stock exchange;

á acknowledges that  the Company, Mirabaud  Securities and SCS  and 
their affiliateswill rely upon the truth and accuracy of the representations,
warranties and acknowledgements set forth herein and which, together with  its 
participation  in  the  Placing,  are  irrevocable  and  are  not  capable  of 
termination or  rescission  by it  in  any circumstances  and  it  irrevocably 
authorises  the  Company,  Mirabaud  Securities   and  SCS  to  produce   this 
Announcement, pursuant to, in  connection with, or as  may be required by  any 
applicable law or regulation, administrative  or legal proceeding or  official 
inquiry with respect to the matters set forth herein;

á agrees to  indemnify and holdthe  Company, Mirabaud  Securities, 
SCS and their respective affiliates harmless  from any and all costs,  claims, 
liabilities and expenses (including legal fees and expenses) arising out of or
in  connection   with  any   breach   of  the   representations,   warranties, 
acknowledgements, agreements  and undertakings  in this  Appendix and  further 
agrees that the provisions of this Appendix shall survive after completion  of 
the Placing;

á acknowledges and  agrees that  time shall  be of  the essence  as 
regards obligations  pursuant  to  its commitment  to  subscribe  for  Placing 
Shares;

á represents and warrants that  it will acquire any Placing  Shares 
subscribed for by it for its account or for one or more accounts as to each of
which it exercises sole  investment discretion and it  has full power to  make 
the acknowledgements, representations and agreements herein on behalf of  each 
such account;

á acknowledges that its commitment to subscribe for Placing  Shares 
on the terms set out herein and  in the relevant contract notes will  continue 
notwithstanding any amendment that may in future  be made to the terms of  the 
Placing and that Placees will  have no right to  be consulted or require  that 
their consent  be  obtained  with  respect tothe  Company's  conduct  of  the 
Placing. The foregoing representations, warranties and confirmations are given
for the benefit ofthe Company, Mirabaud Securities and SCS. The agreement  to 
settle a Placee's subscription (and/or the  subscription of a person for  whom 
such Placee is contracting as agent) free of stamp duty and stamp duty reserve
tax depends on the settlement relating  only to the subscription by it  and/or 
such person direct fromthe Company for  the Placing Shares in question.  Such 
agreement assumes, and is based on  a warranty from each Placee, that  neither 
it, nor the  person specified  by it for  registration as  holder, of  Placing 
Shares is, or is acting as nominee  or agent for, and that the Placing  Shares 
will not be allotted  to, a person who  is or may be  liable to stamp duty  or 
stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the  Finance 
Act 1986 (depositary receipts and clearance  services). If there are any  such 
arrangements, or the settlement  relates to any other  dealing in the  Placing 
Shares, stamp duty or stamp duty reserve tax may be payable. In that event the
Placee agrees that it shall be responsible  for such stamp duty or stamp  duty 
reserve tax, and neitherthe Company nor Mirabaud Securities nor SCS shall  be 
responsible for such  stamp duty or  stamp duty  reserve tax. If  this is  the 
case, each Placee should seek its own advice and notify Mirabaud Securities or
SCS accordingly;

á understands that no action  has been or will  be taken by any  of 
the Company, Mirabaud Securities or SCS or any person acting on behalf of  the 
Company, Mirabaud Securities or  SCS that would, or  is intended to, permit  a 
public offer of the  Placing Shares in any  country or jurisdiction where  any 
such action for that purpose is required;

á in  making any  decision  to subscribe  for the  Placing  Shares, 
confirms that  it has  knowledge  and experience  in financial,  business  and 
international investment matters  as is  required to evaluate  the merits  and 
risks of subscribing for  the Placing Shares. It  further confirms that it  is 
experienced in investing in  securities of this nature  in this sector and  is 
aware that it may be required to bear, and is able to bear, the economic  risk 
of, and is able to sustain a complete loss in connection with, the Placing. It
further confirms that it  relied on its own  examination and due diligence  of 
the Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;

á represents and warrants that it  has (a) made its own  assessment 
and satisfied itself concerning legal, regulatory, tax, business and financial
considerations in connection herewith  to the extent  it deems necessary;  (b) 
had access to review publicly available information concerning the Group  that 
it considers necessary or appropriate  and sufficient in making an  investment 
decision; (c)  reviewed  such  information  as it  believes  is  necessary  or 
appropriate in connection with its subscription of the Placing Shares; and (d)
made its investment decision  based upon its own  judgment, due diligence  and 
analysis and not  upon any  view expressed or  information provided  by or  on 
behalf of the Company, Mirabaud Securities or SCS;

á understands and agrees that it may not rely on any  investigation 
that Mirabaud Securities or SCS or any  person acting on their behalf may  or 
may not have conducted with respect to the Company, its Group, or the  Placing 
and  that  the  Company,  Mirabaud  Securities  and  SCS  have  not  made  any 
representations to it, express or implied,  with respect to the merits of  the 
Placing, the subscription  for the  Placing Shares,  or as  to the  condition, 
financial orotherwise, of the Company, its  Group, or as to any other  matter 
relating thereto, and nothing herein shall be construed as a recommendation to
it to subscribe  for the Placing  Shares. It acknowledges  and agrees that  no 
information has been prepared by Mirabaud Securities, SCS or the Company  for 
the purposes of this Placing; and

á accordingly it  acknowledges and  agrees that it  will not  hold 
Mirabaud Securities or SCS or any of their affiliates or any person acting  on 
their behalf responsible or liable for  any misstatements in or omission  from 
any publicly available information relating  to the Group or information  made 
available (whether in written  or oral form) as  part of roadshow  discussions 
with investors  relating to  the Group  (the "Information")  and that  neither 
Mirabaud Securities,  nor SCS  nor any  person acting  on behalf  of  Mirabaud 
Securities or SCS makes any representation or warranty, express or implied, as
to the truth,  accuracy or  completeness of  such Information  or accepts  any 
responsibility for any of such Information.

In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by them or any
other person on the subscription by them of any Placing Shares or the
agreement by them to subscribe for any Placing Shares.

Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that Mirabaud Securities or SCS or any of their affiliates may, at
their absolute discretion, agree to become a Placee in respect of some or all
of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing
withMirabaud Securities or SCS, any money held in an account with Mirabaud
Securities or SCS on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the meaning of the
rules and regulations of the FSA made under FSMA. The Placee acknowledges that
the money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated fromMirabaud
Securities' or SCS's money in accordance with the client money rules and will
be used by Mirabaud Securitiesor SCS in the course of its own business; and
the Placee will rank only as a general creditor of Mirabaud Securities or
SCS.

All times and dates in this Announcement may be subject to amendment.
Mirabaud Securities and SCS shall notify the Placees and any person acting on
behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.

                                 DEFINITIONS

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



"Admission"              admission of the Placing Shares to trading on AIM
                         becoming effective in accordance with the AIM Rules
"AIM"                    the AIM market of the London Stock Exchange
"AIM Rules"              the AIM rules for companies published by the London
                         Stock Exchange as amended from time to time
"Announcement"           means this announcement (including the appendix to
                         this announcement)
"Company"                Fastnet Oil & Gas PLC
"FSA"                    the Financial Services Authority in its capacity as
                         the competent authority for the purposes of Part VI
                         of FSMA
"FSMA"                   the Financial Services and Markets Act of 2000 (as
                         amended)
"Group"                  the Company, its subsidiaries and its subsidiary
                         undertakings
"London Stock Exchange"  London Stock Exchange plc
"Mirabaud Securities"    Mirabaud Securities LLP
"Ordinary Shares"        ordinary shares of 3.8 pence each in the capital of
                         the Company
"Placing"                the placing of the Placing Shares at the Placing
                         Price by Mirabaud Securities and SCS as agents for
                         and on behalf of the Company pursuant to the terms of
                         the Placing Agreement
"Placing Agreement"      the agreement dated 22 November 2012 between (i) the
                         Company, (ii) Mirabaud Securities and (iii) SCS
                         relating to the Placing, further details of which are
                         set out in this Announcement
"Placing Price"          22 per Placing Share
"Placing Shares"         the 68,000,000 new Ordinary Shares to be issued under
                         the Placing
"Regulation D"           Regulation D as promulgated under the Securities Act
"Regulation S"           Regulation S as promulgated under the Securities Act
"SCS"                    Shore Capital Stockbrokers Limited
"Securities Act"         the United States Securities Act of 1933, as amended
"Shareholders"           holders of Ordinary Shares
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
                         Ireland
"United States"          the United States of America, its territories and
                         possessions, any state of the United States of
                         America and the district of Columbia and all other
                         areas subject to its jurisdiction
"US Person"              bears the meaning ascribed to such term by Regulation
                         S







                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


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