TIDMEOG
RNS Number : 8324H
Europa Oil & Gas (Holdings) PLC
20 November 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS
OF THE PLACING AND OPEN OFFER ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF EUROPA OIL & GAS (HOLDINGS) PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Europa Oil & Gas (Holdings) plc / Index: AIM / Epic: EOG /
Sector: Oil & Gas
20 November 2018
Europa Oil & Gas (Holdings) plc
('Europa' or 'the Company')
Placing and Open Offer
And
Notice of General Meeting
Europa Oil & Gas (Holdings) plc, the UK and Ireland focussed
oil and gas exploration, development and production company, is
pleased to announce that it has conditionally raised total gross
proceeds of approximately GBP4.0 million by the placing of
133,333,338 New Ordinary Shares pursuant to the Placing at an issue
price of 3 pence per New Ordinary Share. Furthermore, it proposes
to raise up to a further approximately GBP1.0 million by the issue
of up to a further 33,487,597 New Ordinary Shares pursuant to an
Open Offer to Qualifying Shareholders, also at an issue price of 3
pence per New Ordinary Share.
Highlights:
-- Placing to new and existing institutional and other investors
to raise gross proceeds of GBP4.0 million;
-- Open Offer to Qualifying Shareholders to raise gross proceeds
of up to a further GBP1.0 million;
-- Certain Directors have undertaken to subscribe for Placing
Shares and Open Offer Shares, in aggregate, for at least 1,500,000
New Ordinary Shares representing a participation of at least
GBP45,000;
-- The Fundraising is being undertaken to provide funding for
Europa's near-term work programme, to fund new venture
opportunities and to provide working capital to the Company;
-- The net Placing Proceeds will be used to fund the ongoing
planning, surveying and other pre-drilling licence development
costs associated with certain of the Company's assets offshore
Atlantic Ireland to aid the Company in securing suitable farm in
partners;
-- In this regard, the Company is currently negotiating farm-in
agreements with a major international oil and gas company in
respect of LO 16/20, FEL 1/17 and FEL 3/13;
-- In addition, the Company intends to use part of the net
Placing Proceeds to exploit a new venture opportunity in
Morocco;
-- The net Open Offer Proceeds will be used, if sufficient, to
fund the purchase of further 3D seismic survey data covering the
Company's Kiely East and Edgeworth prospects in FEL 2/13 and FEL
1/17;
-- A circular to Shareholders in respect of the Placing and the
Open Offer (the "Circular") is expected to be posted to
shareholders later today giving notice of the General Meeting of
the Company to be held on 7 December 2018 at 9.00 a.m. at the
Hellenic Centre, 16-18 Paddington Street, London, W1U 5AS. A copy
of the Circular will be available on the Company's website
www.europaoil.com
Hugh Mackay, CEO of the Company commented:
"We are delighted to have completed a fully subscribed Placing
and are pleased to welcome new institutional investors as
significant shareholders in Europa. The funds raised will enable
the company to continue to advance its high impact exploration
portfolio in Atlantic Ireland and in particular to bring our
high-graded prospects to the point of being ready to drill.
Atlantic Ireland is entering a new drilling phase and the funds
raised will help Europa become part of that. The funds raised will
enable us to deliver the work programme for a potential new licence
in Morocco and to screen and land other new ventures"
Terms not otherwise defined herein, shall have the meanings
given in the section entitled "Definitions" at the end of this
Announcement.
For further information please visit www.europaoil.com or
contact:
+ 44 (0) 20 7224
Hugh Mackay Europa 3770
+ 44 (0) 20 7224
Phil Greenhalgh Europa 3770
+ 44 (0) 20 7220
Matt Goode finnCap Ltd 0500
+ 44 (0) 20 7220
Simon Hicks finnCap Ltd 0500
+ 44 (0) 20 7220
Camille Gochez finnCap Ltd 0500
+ 44 (0) 20 7236
Frank Buhagiar St Brides Partners Ltd 1177
+ 44 (0) 20 7236
Susie Geliher St Brides Partners Ltd 1177
Forward-looking statements
This Announcement contains statements about Europa that are or
may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this Announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of Europa.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation, including to meet the requirements
of the AIM Rules, the Prospectus Rules and/or the Financial
Services and Markets Act 2000 (as amended) ("FSMA"). Europa does
not undertake any obligation to update publicly or revise any
forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to Europa or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. All forward-looking statements contained in this
Announcement are based on information available to the Directors of
Europa at the date of this Announcement, unless some other time is
specified in relation to them, and the posting or receipt of this
Announcement shall not give rise to any implication that there has
been no change in the facts set forth herein since such date.
Important Information
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia, the
Republic of South Africa, Japan or any other jurisdiction in which
the same would be unlawful. No public offering of the New Ordinary
Shares is being made in any such jurisdiction.
All offers of the New Ordinary will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of FMSA does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Fundraising or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the New Ordinary Shares and the New
Ordinary Shares have not been, nor will they be, registered under
or offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan or the Republic of
South Africa or any other jurisdiction outside the United
Kingdom.
finnCap Ltd is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Fundraising, and finnCap Ltd will not be responsible to anyone
(including any placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by finnCap Ltd or by any of its affiliates
or agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Investors are advised to read this Announcement and, once
available, the Circular, in their entirety for a further discussion
of the factors that could affect the Company's or the Group's
future performance and the industries in which they operate. In
light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement
may not occur.
This summary should be read in conjunction with the full text of
the Announcement.
The following text has been taken from the Circular to be sent
to Shareholders.
1 Introduction
Europa announces that it has conditionally raised approximately
GBP4.0 million by the issue of 133,333,338 New Ordinary Shares
pursuant to the Placing. The Company also announced that it
proposed to raise up to a further GBP1.0 million by the issue of up
to an additional 33,487,597 New Ordinary Shares pursuant to the
Open Offer, resulting in an aggregate Fundraising of up to
approximately GBP5.0 million.
The Fundraising has been undertaken to provide funding for
Europa's near-term work programme, to fund new venture
opportunities and to provide working capital to the Company. The
net Placing Proceeds will be used to fund the ongoing planning,
surveying and other pre-drilling licence development costs
associated with certain of the Company's assets in offshore
Atlantic Ireland and to aid the Company in securing suitable farm
in partners. In this regard, the Company is currently negotiating
farm-in agreements with a major international oil and gas company
in respect of LO 16/20, FEL 1/17 and FEL 3/13. Further details of
these negotiations are set out in this Announcement. In addition,
the Company intends to use the net Placing Proceeds to exploit a
new venture opportunity in Morocco, further information on which
can be found in this Announcement.
The net Open Offer Proceeds will be used, if sufficient, to fund
additional site surveys at both Kiely East (FEL 2/13) and Edgeworth
(FEL 1/17). Further details on the specific geological work planned
by the Company utilising the Fundraising Proceeds is set out in
this Announcement.
The Board is grateful for the continuing support received from
all existing and new Shareholders, and accordingly wishes to offer
Shareholders the opportunity to participate in the Fundraising by
launching the Open Offer, whereby the Company proposes to issue up
to 33,487,597 further New Ordinary Shares to Qualifying
Shareholders at the Issue Price.
The Issue Price of 3 pence per New Ordinary Share represents a
discount of approximately 16.7 per cent. to the closing middle
market price of 3.6 pence per Existing Ordinary Share on 19
November 2018, being the last Business Day before the announcement
of the Fundraising.
Qualifying Shareholders may subscribe for Open Offer Shares on
the basis of 1 Open Offer Share for every 9 Existing Ordinary
Shares held on the Record Date. Shareholders subscribing for their
full entitlement under the Open Offer may also request additional
New Ordinary Shares as an Excess Entitlement, up to the total
number of Open Offer Shares available to Qualifying Shareholders
under the Open Offer.
The Placing Shares have been conditionally placed at the Issue
Price, and are conditional, inter alia, upon the passing of
Resolution 1 by Shareholders at the General Meeting, notice of
which will be set out in the Notice of General Meeting section of
the Circular.
The Placing is conditional on the passing of Resolution 1, as
detailed in the General Meeting Notice, by Shareholders at the
General Meeting and on the Placing Agreement becoming
unconditional, including admission of the Placing Shares to trading
on AIM.
The Open Offer is conditional on the passing of Resolution 2, as
detailed in the General Meeting Notice, by Shareholders at the
General Meeting.
Admission of the Placing Shares and the Open Offer Shares to
trading on AIM is expected to occur no later than 8.00 a.m. on 10
December 2018 or such later time(s) and/or date(s) as finnCap and
the Company may agree. Neither the Placing nor the Open Offer have
been underwritten.
2 Background to and reasons for the Fundraising
During 2018 to date, Europa has focused on marketing certain of
its Irish assets (Porcupine Basin and Slyne Basin) to potential
farm in partners. It has also been seeking to maximise its
production revenue from its UK onshore production assets and is in
the process of seeking planning consent for the Wressle oil field
development in North Lincolnshire, in order to bring production
from this asset on stream. At this stage there can be no certainty
as to the outcome of the planning application with regards to the
Wressle oil field development and hence the Board has decided it is
prudent to raise new capital in order that it can continue the
geological work required to progress its assets and secure
successful farm-out arrangements in order to drill the relevant
prospects.
Net Proceeds of the Placing
The specific geological work that is expected to be funded by
the Fundraising is as follows:
-- Fund a site survey covering the Inishkea prospect, expected
in May 2019 with drilling at this site targeted for summer 2020
(subject to partnering);
-- Fund well planning in support of the site survey and basis of
design for the final well location. Subject to the successful
conclusion of farm-in negotiations, this will enable the drilling
of the Inishkea gas prospect in summer 2020, as described
above;
-- Continue to fund the ongoing work programme over LO 16/19,
with a new prospect inventory expected to be announced in 2019;
-- Fund on going administrative and operational costs associated
with LO 16/22 and its continuation into FEL phase one;
-- Fund a new 3D seismic data purchase, in order to de-risk and
confirm a suitable drilling location at Kiely East (FEL 2/13);
-- Fund a two year work programme on a new offshore exploration
licence in Morocco, expected to be secured in December 2018 or
January 2019; and
-- Provide additional working capital for the Company.
Net Proceeds of the Open Offer (assuming sufficient valid
acceptances are made)
-- Fund additional site surveys at both Kiely East (FEL 2/13) and Edgeworth (FEL 1/17); and
-- If the net proceeds of the Open Offer are insufficient to
fund site surveys at FEL 2/13 and FEL 1/17, they will be used to
provide further working capital for the Company
3 Background to the Company, its strategy and operations
Europa is a UK-based oil and gas company with exploration,
production and appraisal assets across Ireland and the UK. Europa's
objective is to create a significant liquidity event for its
shareholders through a successful drill-up of its high impact
exploration portfolio in Atlantic Ireland and discovery of oil or
gas.
Leading position in Ireland
The Company has a leading position in Atlantic Ireland
exploration. Europa has interests in six licences in the Irish
Atlantic Margin, covering an area of 4,986 km(2) . Four of these
licences are in the South Porcupine basin, targeting prospectivity
on multiple levels including the pre-rift; syn-rift; and post-rift
plays. Europa's flagship project is the Inishkea gas prospect, a
Triassic gas play in the Slyne basin, located 10-17 km from the
producing Corrib gas field.
All of these plays are capable of containing very large volumes
of hydrocarbons, which is why the Directors believe major oil
companies such as ExxonMobil, Equinor, ENI, CNOOC-Nexen and
Woodside are active in the basin. Exploration activity has been
increasing in recent years, which the Directors believe will lead
to a number of wells being drilled over the next five years.
The Company is currently negotiating farm-ins to three of its
Irish licences (LO 16/20, FEL 1/17 and FEL 3/13) with a major
international oil company which is active in North-West Europe,
with such agreements subject to final approval by senior executives
at the head office of the potential farm-in partner. The Directors
currently expect the Company to be fully carried on a well on each
licence, whilst retaining a material interest in each licence. The
major terms of the farm-out agreements have largely been negotiated
and the Board is confident in concluding the farm-out agreements in
the short to medium term. However, there can be no guarantee that
the current negotiations will lead to a completed farm-out
agreement.
New Venture
The Company is negotiating an exploration licence in Morocco
with ONHYM (The National Office of Hydrocarbons and Mines). The
Board currently anticipates completion of the agreement with ONHYM
in December 2018 or January 2019. It is expected that the two year
work programme will begin in March 2019 and the first year will
include 3D seismic PSDM reprocessing. The second year of the
programme will focus on building of a new prospect inventory and
securing a farm-out partner in order to fund the drilling of an
exploration well in the subsequent exploration phase of the
licence.
4 Details of the Fundraising and Use of Proceeds
Use of proceeds
The Company is proposing to raise up to GBP5.0 million (before
expenses) pursuant to the Fundraising at the Issue Price of 3 pence
per New Ordinary Share.
The Fundraising Proceeds will be used, in summary,
as follows:
GBP500,000
* LO 16/20 Inishkea site survey
GBP200,000
* LO 16/20 Inishkea drill planning
GBP500,000
* LO 16/19 on-going exploration costs in FEL phase 1
GBP500,000
* LO 16/22 FEL phase one work
GBP750,000
* FEL 2/13 seismic purchase and de-risking site survey
GBP800,000
* Morocco new venture
GBP750,000
* Working capital requirements
Placing Total GBP4,000,000
Up to GBP1,000,000
* Additional site surveys at the Company's Kiely East
and Edgeworth prospects in FEL 2/13 and FEL 1/17
(assuming sufficient valid acceptances are made)
Open Offer Total Up to GBP1,000,000
Fundraising Total Up to GBP5,000,000
The Board believes that the net proceeds of the Fundraising will
be sufficient to meet the Group's work programme until the start of
2020 and to meet the Group's working capital requirements for the
same period.
5 The Issue Price and Fundraising Structure
The Issue Price of 3 pence per New Ordinary Share represents an
approximately 16.7 per cent. discount to the closing price of an
Ordinary Share of 3.6 pence on 19 November 2018 (being the latest
practicable date prior to the announcement of the Fundraising).
In setting the Issue Price, the Directors have considered the
price at which the New Ordinary Shares need to be offered to
investors to ensure the success of the Fundraising and have held
discussions with a number of key institutional investors who have
agreed to subscribe for the New Ordinary Shares at that price. In
structuring the Fundraising, the Directors have had regard, among
other things, to the current market conditions, the level of the
Company's share price and the importance of pre-emption rights to
Shareholders.
After considering these factors, the Directors have concluded
that the Placing and the Open Offer is the most suitable option
available to the Company and its Shareholders. The Open Offer
component of the Fundraising provides an opportunity for all
Qualifying Shareholders to participate by subscribing for Open
Offer Shares pro rata to their current holding of Ordinary Shares
and to have the opportunity to request Ordinary Shares in excess of
their pro rata holding as an Excess Entitlement.
Pursuant to the Placing, 133,333,338 New Ordinary Shares have
been conditionally placed with certain institutional investors,
including existing Shareholders at the Issue Price, subject to the
passing of Resolution 1 at the General Meeting.
The Board is, as always, mindful that unexpected events,
including operational outcomes or events outside the Board's
control, may result in the proceeds of the Fundraising being
deployed in a differing manner to that set out above or on a
differing timescale to that currently envisaged.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be issued pursuant to the Fundraising to be
admitted to trading on AIM. It is expected that Admission of the
New Ordinary Shares will occur at 8.00 a.m. on 10 December
2018.
6 Directors' shareholdings
Certain Directors, being Hugh Mackay, Simon Oddie and Brian
O'Cathain have undertaken to make applications to participate in
the Placing and Open Offer and will make applications to subscribe
in aggregate, for at least 1,500,000 Placing and Open Offer Shares,
as detailed in the table below:
As at the date of this Announcement As at Admission
Director Number of Ordinary Number of Number of Number of Percentage
Shares held Placing Shares Open Offer Ordinary of Enlarged
Subscribed Shares to Shares held Share Capital**
for be subscribed *
for
Simon Oddie 250,000 250,000 - 500,000 0.11%
Hugh Mackay 4,700,000 - 1,000,000 5,700,000 1.22%
Phil Greenhalgh 605,973 - - 605,973 0.13%
William
Ahlefeldt-Laurvig 33,752,442 - - 33,752,442 7.21%
Roderick Corrie 1,251,631 - - 1,251,631 0.27%
Brian O'Cathain - 250,000 - 250,000 0.05%
* assuming each Director's application for Open Offer Shares is
satisfied in full
** assuming no outstanding warrants or options are exercised
between the date of this Announcement and Admission and also
assuming full subscription under the Open Offer, including by the
Directors as set out in this table
7 Related Party Transactions
Hugh Mackay, Simon Oddie and Brian O'Cathain are each considered
to be a "related party" as defined under AIM Rules. As such Hugh
Mackay, Simon Oddie and Brian O'Cathain's participation in the
Fundraising constitutes related party transactions for the purposes
of Rule 13 of the AIM Rules.
The independent Directors (being all those other than Hugh
Mackay, Simon Oddie and Brian O'Cathain) consider, having consulted
with the Company's nominated adviser for the purposes of the AIM
Rules, finnCap, that the terms of Hugh Mackay, Simon Oddie and
Brian O'Cathain's participation in the Fundraising are fair and
reasonable insofar as the Company's shareholders are concerned.
8 General Meeting
The Board is seeking the approval of Shareholders at the General
Meeting to allot the New Ordinary Shares.
A circular to Shareholders in respect of the Placing and the
Open Offer is expected to be posted to shareholders later today
giving notice of a General Meeting of the Company expected to be
held on 7 December 2018 at 9.00 a.m. at Hellenic Centre, 16-18
Paddington Street, London, W1U 5AS. At the General Meeting, the
following Resolutions will be proposed:
1. a special resolution to authorise the directors to allot
Ordinary Shares and to disapply statutory pre-emption rights in
respect of the new Ordinary Shares to be issued in connection with
the Placing and the rights to shares granted pursuant to the
Warrant Instrument;
2. a special resolution to authorise the directors to allot
Ordinary Shares and to disapply statutory pre-emption rights in
respect of the new Ordinary Shares to be issued in connection with
the Open Offer;
3. an ordinary resolution to generally authorise the directors
pursuant to section 551 of the Companies Act 2006 to allot Ordinary
Shares or grant rights to subscribe for or to convert any security
into Ordinary Shares in the Company up to an aggregate nominal
amount of GBP2,341,046.57. This amount is intended to give the
usual ongoing authority to the Board to allot shares by reference
to the share capital of the Company as enlarged by the Placing
Shares and the Open Offer Shares (assuming the Open Offer is taken
up in full) and will represent approximately 50 per cent. of the
share capital as enlarged; and
4. a special resolution to give the directors the authority to
allot Ordinary Shares for cash under the authority given by
Resolution 3 above as if statutory pre-emption rights did not
apply, provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an
offer in favour of shareholders where the equity securities
respectively attributable to the interests of all shareholders are
proportionate (or as nearly as may be practicable) to the
respective number of Ordinary Shares in the capital of the Company
held by them on the record date for such allotment, but subject to
such exclusions or other arrangements as the directors deem
necessary or expedient in relation to fractional entitlements or
legal or practical problems under the laws of, or the requirements
of, any recognised regulatory body or any stock exchange, in any
territory; and
(b) the allotment (otherwise than pursuant to sub-paragraph (b)
above) of further equity securities up to an aggregate maximum
nominal amount of GBP468,209.31 (representing 46,820,931 Ordinary
Shares). This amount is intended to give the usual on-going
authority to the Board to disapply the statutory rights of
pre-emption by reference to the share capital of the Company as
enlarged by the Placing Shares and Open Offer Shares (assuming the
Open Offer is taken up in full) and will represent approximately
ten per cent. of the share capital so enlarged.
The authorities to be granted pursuant to the Resolutions shall
expire on whichever is the earlier of the conclusion of the next
annual general meeting of the Company, or the date falling 12
months from the date of the passing of the Resolutions (unless
renewed, varied or revoked by the Company prior to or on that date
by special resolution).
Share Capital, Placing and Open Offer Statistics
Issue Price 3 pence
Number of Existing Ordinary Shares in issue 301,388,379
Number of Placing Shares to be issued pursuant
to the Placing 133,333,338
Number of Open Offer Shares to be issued pursuant
to the Open Offer* 33,487,597
Aggregate number of New Ordinary Shares to
be issued pursuant to the Fundraising* 166,820,935
New Ordinary Shares as a percentage of the
Enlarged Share Capital of the Company following
the Fundraising* 35.6%
Number of Ordinary Shares in issue following
the Fundraising* 468,209,314
Estimated gross proceeds of the Fundraising* GBP5.0 million
*Assuming full take up of the Open Offer
Expected Timetable of Principal Events
2018
Record Date for the Open Offer 19 November
Publication and posting of the circular and Application 20 November
Form
Ex-entitlement Date 21 November
Basic Entitlements and Excess Entitlements credited 22 November
to stock amounts in CREST for Qualifying Shareholders
Recommended latest time and date for requested 4.30 p.m. on 30 November
withdrawal of Basic Entitlements and Excess Entitlements
from CREST
Latest time and date for depositing Basic Entitlements 3.00 p.m. on 03 December
and Excess Entitlements into CREST
Latest time and date for splitting Application 3.00 p.m. on 04 December
Forms (to satisfy bona fide market claims only)
Latest time and date for receipt of Application 11.00 a.m. on 06
Form and payment in full under the Open Offer December
or settlement of relevant CREST instructions
(as appropriate)
Latest time and date for completing Forms of 9.00 a.m. on 05 December
Proxy to be valid at the General Meeting
General Meeting 9.00 a.m. on 07 December
Announcement of the results of the General Meeting 07 December
and Open Offer
Admission and dealings in the Placing Shares 8.00 a.m. on 10 December
and the Open Offer Shares to commence on AIM
CREST accounts credited with Open Offer Shares 10 December
Definitive share certificates for the Open Offer Week commencing 10
Shares to be dispatched (if appropriate) December
Definitions
"Act" the Companies Act 2006 (as amended)
"Admission" admission of the New Ordinary Shares to trading on AIM
becoming effective in accordance with the AIM Rules
"AIM Rules" the AIM Rules for Companies governing the admission
to and operation of AIM published by the London Stock
Exchange as amended from time to time
"AIM" the market of that name operated by the London Stock
Exchange
"Application Form" the application form relating to the Open Offer and
enclosed with the Circular for use by Non-Crest Qualifying
Shareholders
"Articles" the articles of association of the Company (as amended
from time to time)
"Basic Entitlement" entitlement to subscribe for Open Offer Shares, allocated
to a Qualifying Shareholder pursuant to the Open Offer
as described in the Circular
"Board" or "the Directors" the directors of the Company
"Broker Warrants" up to 2,341,046 warrants issued to finnCap pursuant
to the Warrant Instrument
"Closing Date" the date on which the Open Offer will close, being 11.00
a.m. on 6 December 2018 or such later time and date
as the Directors and Broker may agree
"CREST" the relevant system (as defined in the CREST Regulations)
for the paperless settlement of trades and the holding
of uncertificated securities, operated by Euroclear
UK & Ireland Limited, in accordance with the same regulations
"CREST member" a person who has been admitted by Euroclear UK & Ireland
as a system-member (as defined in the CREST Regulations)
"CREST participant" a person who is, in relation to CREST, a system participant
(as defined in the CREST Regulations)
"CREST payment" shall have the meaning given in the CREST Manual issued
by Euroclear UK & Ireland
"CREST personal member" a CREST member admitted to CREST as a personal member
"CREST Regulations" the Uncertificated Securities Regulations 2001 (as amended)
"CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor
"CREST sponsored member" a CREST member admitted to CREST as a sponsored member
(which includes all CREST personal members)
"EIS" the Enterprise Investment Scheme under the provisions
of Part 5 of the Income Tax Act 2007
"Enlarged Share Capital" the issued Ordinary Share capital of the Company immediately
following Admission
"Europa" or "Company" Europa Oil & Gas (Holdings) plc, a company registered
or "EOG" in England and Wales with company number 05217946
"Excess Entitlement" Open Offer Shares in excess of the Basic Entitlement,
but not in excess of the total number of Open Offer
Shares, allocated to a Qualifying Shareholder pursuant
to the Open Offer as described in the Circular
"Existing Ordinary the 301,388,379 Ordinary Shares in issue as at the date
Shares" of this Announcement, being the entire issued share
capital of the Company prior to the Placing and the
Open Offer
"FCA" the Financial Conduct Authority of the UK
"finnCap" or "Broker" finnCap Ltd, a company incorporated in England and Wales
with registered number 06198898, whose registered office
is at 60 New Broad Street, London EC2M 1JJ, the Company's
nominated adviser and broker
"Form of Proxy" the form of proxy for use in relation to the General
Meeting enclosed with the Circular
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" together, the Placing and the Open Offer
"Fundraising Proceeds" together, the maximum of GBP5.0 million that could be
raised from the Placing and Open Offer
"General Meeting" the General Meeting of the Company, convened for 9.00
a.m. on 7 December 2018 or at any adjournment thereof,
notice of which is set out in the Circular
"General Meeting Notice" the notice convening the General Meeting, as set out
or "Notice of General in the Circular
Meeting"
"Group" together, the Company and its subsidiary undertakings
"HMRC" Her Majesty's Revenue & Customs
"Issue Price" 3 pence per Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" the Placing Shares and the Open Offer Shares
"Official List" the Official List of the UKLA
"Open Offer Entitlements" entitlements to subscribe for Open Offer Shares pursuant
to the Basic Entitlement and Excess Entitlement
"Open Offer" the conditional invitation to Qualifying Shareholders
to apply for up to 33,487,597 Open Offer Shares at the
Issue Price on the terms and subject to the conditions
set out in the circular and in the case of the Qualifying
Non-CREST Shareholders only, the Application Form, on
a pre-emptive basis
"Open Offer Proceeds" the maximum of approximately GBP1.0 million to be raised
in connection with the Open Offer
"Open Offer Shares" up to 33,487,597 new Ordinary Shares to be offered to
Qualifying Shareholders under the Open Offer
"Ordinary Shares" ordinary shares of one penny each in the capital of
the Company having the rights and being subject to the
restrictions contained in the Articles
"Overseas Shareholders" Shareholders on the Record Date with registered addresses,
or who are citizens or residents of, or incorporated
in, countries outside of the United Kingdom
"Placing Agreement" the conditional agreement between finnCap and the Company
relating to the Placing and the Open Offer, details
of which are set out in the Circular
"Placing" the conditional placing by finnCap as agent for and
on behalf of the Company of the Placing Shares at the
Issue Price pursuant to the terms and conditions of
the Placing Agreement and the Terms and Conditions
"Placing Proceeds" the approximately GBP4.0 million raised in connection
with the Placing
"Placing Shares" up to 133,333,338 new Ordinary Shares to be issued in
accordance with the terms of the Placing Agreement
"Prospectus Rules" the rules made by the FCA pursuant to sections 73A(1)
and (4) of FSMA
"PSDM" Pre-Stack Depth Migration
"Publicly Available any information published by the Company using a Regulatory
Information" Information Service
"Qualifying CREST Qualifying Shareholders holding Ordinary Shares in uncertificated
Shareholders" form
"Qualifying Non-CREST Qualifying Shareholders holding Ordinary Shares in certificated
Shareholders" form
"Qualifying Shareholders" subject to any restrictions imposed on Overseas Shareholders,
holders of Ordinary Shares whose names appear on the
register of members of the Company on the Record Date
"Record Date" 6.00 p.m. on 19 November 2018
"Registrar" or "Receiving Computershare Investor Services PLC, The Pavilions,
Agent" or "Computershare" Bridgwater Road, Bristol BS13 8AE
"Regulatory Information a service approved by the London Stock Exchange for
Service" the distribution to the public of AIM announcements
and included within the list on the website of the London
Stock Exchange
"Resolutions" the resolutions to be proposed at the General Meeting,
as set out in the Notice of General Meeting
"Shareholders" registered holders of Ordinary Shares
"Terms and Conditions" the terms and conditions of the Placing
"UK" the United Kingdom of Great Britain and Northern Ireland
"UKLA" the FCA acting in its capacity as the competent authority
for the purposes of Part VI of FSMA
"VCT Scheme" the Venture Capital Trust scheme under the provisions
of Part 6 of the Income Tax Act 2000
"Warrant Agreement" the warrant agreement to be entered into between the
Company and finnCap, details of which are set out in
in the Circular
reference to GBP is to pounds sterling, being the lawful currency of the
UK
reference to EUR or Euro is to the lawful currency of the Euro area
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEMMMMMMLZGRZZ
(END) Dow Jones Newswires
November 20, 2018 02:01 ET (07:01 GMT)
Europa Oil & Gas (holdin... (LSE:EOG)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
Europa Oil & Gas (holdin... (LSE:EOG)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024