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, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN UNITED OIL & GAS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON, IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF UNITED OIL & GAS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) (“MAR”). IN ADDITION, MARKET SOUNDINGS, AS DEFINED IN MAR, WERE TAKEN IN RESPECT OF THE PROPOSED PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION, AS PERMITTED BY MAR. THAT INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT AND HAS BEEN DISCLOSED AS SOON AS POSSIBLE IN ACCORDANCE WITH PARAGRAPH 7 OF ARTICLE 17 OF MAR. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.
For immediate release 20 April 2018
United Oil & Gas Plc
(“UOG”, “United” or the “Company”)
Proposed placing and subscription to raise £2.5 million (“Placing and Subscription”)
Placing and Subscription
United Oil & Gas Plc is pleased to announce that it has conditionally raised £2.5 million gross by the issue of 58,823,530 new ordinary shares in the capital of the Company (“New Ordinary Shares”) at a price per share of 4.25 pence. 57,411,766 New Ordinary Shares have been conditionally placed by the Company’s joint brokers Optiva Securities Limited (“Optiva”) and S.P. Angel Corporate Finance LLP (“SP Angel”), on behalf of the Company with institutional and other investors (including high net worth and retail investors) (the “Placing”). 1,411,764 New Ordinary Shares (the “Subscription Shares”) have been conditionally subscribed for by Graham Martin, Non-Executive Chairman and Director (as detailed further below) (the “Subscription”).
The Placing and Subscription is conditional on, inter alia, the passing of certain shareholder resolutions at the General Meeting to be held on 10 May 2018 and on Admission occurring on or around 11 May 2018 (or such later date as Beaumont Cornish, Optiva, SP Angel and the Company may agree, being no later than 31 May 2018), further details of which will be set out in a prospectus (“Prospectus”) and in a notice of the General Meeting to be circulated to all shareholders.
The New Ordinary Shares will represent approximately 25.33 per cent. of the Existing Share Capital and 20.01 per cent. of the Enlarged Share Capital. The New Ordinary Shares will rank pari passu in all respects with Existing Ordinary Shares including all rights to dividends and other distributions declared, made or paid following Admission and will be issued as fully paid. Application will be made for the New Ordinary Shares, which will rank pari passu with Existing Ordinary Shares, to be admitted to the Standard Segment of the Official List and to the London Stock Exchange.
Reasons for the Placing and Subscription and use of proceeds
The Company is conducting the Placing and Subscription in order to support the business growth of the Group. The Proceeds will primarily be used as follows:
- £1.0 million for the Corallian drilling costs in relation to the development of the Colter exploration well in the UK under the farmout agreement with Corallian.
- £1.1 million for the 3D Seismic work on Colibri Project under farm-in agreement with Tullow Jamaica.
The remainder together with the existing cash resources of the Company of approximately £1.2 million will be used for general working capital, transaction expenses and other contingencies.
Graham Martin will subscribe for the Subscription Shares, for a total consideration of approximately £60,000, through Optiva, conditional on the publication by the Company of the Prospectus to be issued in connection with the Placing and Subscription and subject to Admission.
Brian Larkin, CEO commented:
We are extremely pleased to continue the progress on our portfolio and with this round of funding complete, we will be in a position to meet our development objectives across our asset base in Italy, Jamaica and the United Kingdom.
Since our establishment, we have built a strong portfolio of assets and developed a work programme, deliverable in the short term, to unlock the potential of those assets. Our strategy has always been to deliver value to shareholders by acquiring low-risk, high impact and near-term opportunities in Europe, whilst looking at high-risk, blue-sky opportunities in other regions and we would like to thank our existing and new shareholders for their ongoing support.
Beyond our current exciting portfolio, we remain committed to identifying new opportunities. We are currently examining a number of potential opportunities to further expand our asset base. These opportunities range from exploration licenses to a portfolio or production assets. We will make further announcements on this in due course.”
Total Voting Rights
Following the issue of the Placing Shares and assuming the passing of the Resolutions at the General Meeting, the Company will have 291,068,531 Ordinary Shares in issue.
For the purposes of providing authorities to the Directors to issue the New Ordinary Shares pursuant to the Placing, the Company will shortly be posting a circular to Shareholders convening the General Meeting, a copy of which will be made available on the Company’s website: www.uogplc.com. The Company will make a further announcement regarding the circular.
The Company is in the final stages of seeking approval from the Financial Conduct Authority for its prospectus (the “Prospectus”) to be issued in connection with the Placing and Subscription.
For more information please visit the Company’s website at www.uogplc.com or contact:
|United Oil & Gas Plc (Company)|
|Beaumont Cornish Limited (Financial Adviser)|
|Roland Cornish and Felicity Geidt||+44 (0) 20 7628 3396|
|Optiva Securities Limited (Joint Broker)|
|Christian Dennis||+44 (0) 20 3137 1902|
|Tejas Padalkar||+44 (0) 20 3411 1881|
|S.P. Angel Corporate Finance LLP (Joint Broker)||+44 (0) 20 3470 0470|
|Murray (PR Advisor)||+353 (0) 87 6909735|
Beaumont Cornish Limited (“Beaumont Cornish”), which is authorised and regulated by the FCA in the conduct of investment business, is acting exclusively for the Company and for no-one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Beaumont Cornish or for providing advice in relation to the contents of the Document, Admission, or any transaction, arrangement, or other matter referred to in the Document.
Optiva Securities Limited (“Optiva”), which is authorised and regulated by the FCA in the conduct of investment business, is acting exclusively for the Company and for no-one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Optiva or for providing advice in relation to the contents of the Document, the Placing, Admission, or any transaction, arrangement, or other matter referred to in the Document.
- P. Angel Corporate Finance LLP (“SP Angel”), which is authorised and regulated by the FCA in the conduct of investment business, is acting exclusively for the Company and for no-one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of SP Angel or for providing advice in relation to the contents of the Document, the Placing, Admission , or any transaction, arrangement, or other matter referred to in the Document.
“Admission” admission of the New Ordinary Shares issued pursuant to the 2018 Placing to listing on the Official List (Standard Listing) and to trading on the Main Market
“Beaumont Cornish” Beaumont Cornish Limited, the Company’s financial adviser, being a member of the London Stock Exchange and authorised and regulated in the conduct of investment business by the FCA
“Company” or “UOG” or “United” United Oil & Gas plc (formerly known as Senterra Energy plc)
“Directors” the directors of the Company
“Enlarged Share Capital” the issued equity share capital of the Company following the issue of the New Ordinary Shares
“Existing Ordinary Shares” the 232,185,001 Ordinary Shares in issue as at this date being the entire issued share capital of the Company
“Existing Share Capital” the issued ordinary share capital of the Company as at this date
“FCA” the UK Financial Conduct Authority
“General Meeting” or “GM” the General Meeting of the Company to be held at which the Resolutions will be proposed
“London Stock Exchange” London Stock Exchange plc
“Main Market” the regulated market of the London Stock Exchange for officially listed securities
“Net Proceeds” the funds received in relation to the Placing and Subscription less the Transaction Costs
“New Ordinary Shares” the 58,823,530 Ordinary Shares in the capital of the Company to be allotted pursuant to the Placing and Subscription
“Official List” the Official List of the UK Listing Authority
“Optiva” Optiva Securities Limited, Joint Broker and Placing Agent to the Company, who are authorised and regulated by the FCA
“Ordinary Shares” ordinary shares of £0.01 each in the capital of the Company
“Placees” those persons who have signed Placing Letters
“Placing” the proposed conditional placing by Optiva and SP Angel on behalf of the Company of the Placing Shares pursuant to the Placing Agreement
“Placing Agreement” the conditional agreement to be dated on or around the date hereof between Beaumont Cornish, Optiva, SP Angel, the Company and the Directors, further details of which are set out in the Prospectus
“Placing Letters” the letters from potential investors (including the Subscriber) dated on or around the date hereof making irrevocable conditional applications for New Ordinary Shares under the Placing and Subscription
“Placing Price” 4.25 pence per Placing Share
“Placing Shares” 57,411,766 New Ordinary Shares at the Placing Price
“Resolutions” the resolutions to provide the Directors with authorities to issue Ordinary Shares, including the New Ordinary Shares, further details of which are set out in the Prospectus
“Shareholders” holders of Ordinary Shares
“SP Angel” SP Angel Corporate Finance LLP, Joint Broker and Placing Agent to the Company who are authorised and regulated by the FCA
“Standard Listing” a Standard Listing under Chapter 14 of the Listing Rules
“Subscriber” Graham Martin, Non-Executive Chairman and Director
“Subscription” the proposed conditional subscription by the Subscriber for the Subscription Shares
“Subscription Price” 4.25 pence per Subscription Share
“Subscription Shares” 1,411,764 New Ordinary Shares at the Subscription Price
“Transaction Costs” total expenses incurred (or to be incurred) by the Company in connection with the Placing and Subscription
“UKLA” or “UK Listing Authority” the FCA acting in its capacity as the competent authority for listing in the UK pursuant to Part VI of FSMA