TIDMBPC
RNS Number : 1967Z
Bahamas Petroleum Company PLC
19 May 2021
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND
OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO
SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA AND NEW ZEALAND. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTURE OF THE EUROPEAN (WITHDRAWAL) ACT
2018
19 May 2021
Bahamas Petroleum Company PLC
("Bahamas Petroleum" or the "Company")
Result of Open Offer and Proposed Placing
Bahamas Petroleum, the Caribbean and Atlantic margin focused oil
and gas company, with production, appraisal, development and
onshore and offshore exploration assets across the region,
announces the results of its Open Offer. The Open Offer to
Qualifying Shareholders to raise approximately GBP6.9 million
(approximately $10 million) was announced by the Company on 23
April 2021 and, further to the Company's announcement on 11 May
2021 extending the timetable, closed for acceptances, in accordance
with its terms, at 11.00 a.m. on 18 May 2021.
The Company announces that it has received valid acceptances and
excess applications from Qualifying Shareholders for a total of
750,289,637 Open Offer Shares under the Open Offer, representing a
38.15% take-up by existing shareholders. Shore Capital, the
Company's broker, and Gneiss Energy, the Company's placing agent
and financial adviser, will now proceed to seek to place the
balance of Open Offer shares, being 1,216,599,935 Open Offer Shares
("Placing Shares"), at a price of 0.35 pence per share (the
"Placing"). In the event of excess demand, the Company reserves the
right to increase the size of the Placing in its discretion.
Subject to completion of the Placing, a total of 1,966,889,572
Open Offer Shares will be issued at a price of 0.35 pence per
share, in connection with the Open Offer . Application will be made
to London Stock Exchange plc for admission to trading of the Open
Offer Shares on AIM. It is expected that settlement of any such
shares and Admission will become effective on or around 27 May 2021
and that dealings in the Open Offer Shares will commence at that
time.
The directors of the Company have applied for the following Open
Offer Shares:
-- Simon Potter - 33,015,325
-- Bill Schrader - 9,285,713 (of which 2,031,377 was through the Excess Application Facility)
-- James Smith - 3,035,713
-- Adrian Collins - 2,280,859
-- Ross McDonald - 500,000
-- In addition, Eytan Uliel has applied for 34,857,142 Open
Offer Shares, of which 10,820,385 were applied for through the
Excess Application Facility.
The Placing will be conducted by way of an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this Announcement in accordance with the
terms and conditions set out in Appendix I. The Placing Shares are
not being made available to the public. It is envisaged that the
Bookbuild will be closed no later than 8.00 a.m. GMT tomorrow, 20
May 2021 . Details of the number of Placing Shares and the
approximate gross proceeds of the Placing will be announced as soon
as practicable after the closing of the Bookbuild. The Placing is
not underwritten.
The Placing is conditional upon the admission of the Placing
Shares to trading on AIM becoming effective and the Placing
Agreement between the Company and Shore Capital not having been
terminated.
Further information about the Company and the reasons for the
Open Offer and the proposed Placing were set out in the Company's
announcements of 23 April 2021, 11 May 2021 and 13 May 2021 and the
circular to shareholders of the Company dated 24 April 2021
("Circular"). Further details of the Placing are set out in
Appendix I, below.
For further information, please contact:
Bahamas Petroleum Company PLC Tel: +44 (0) 1624
E ytan Uliel, Chief Executive Officer designate 647 882
Strand Hanson Limited - Nomad Tel: +44 (0) 20
Rory Murphy / James Spinney / Rob Patrick 7409 3494
Shore Capital Stockbrokers Limited - Bookrunner Tel: +44 (0) 207
& Joint Broker 408 4090
Jerry Keen / Toby Gibbs
Investec Bank Plc - Joint Broker Tel: +4 4 (0) 207
Chris Sim / Rahul Sharma 597 5970
Gneiss Energy - Placing Agent & Financial Tel: +44 (0) 20
Adviser 3983 9263
Jon Fitzpatrick / Paul Weidman / Doug Rycroft
CAMARCO Tel: +44 (0) 20
Billy Clegg / James Crothers 3757 4983
www.bpcplc.com
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014 as it forms part of United
Kingdom domestic law by virtue of the European (Withdrawl) Act
2018.
Capitalised terms in this announcement are as defined in the
Circular (unless otherwise defined)
IMPORTANT NOTICES
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
Members of the public are not eligible to take part in the
Placing. This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
In any EEA Member State that has implemented the Prospectus
Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as
amended, and the United Kingdom (together with any implementing
measures in any Member State and the United Kingdom), this
announcement is only addressed to and directed at persons in such
member states and the United Kingdom who are qualified investors
within the meaning of Article 2(e) of the Prospectus Regulation
("Qualified Investors"). In addition, in the United Kingdom, this
announcement is addressed and directed only at Qualified Investors
who (i) are persons who have professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), (ii) are persons who are high net
worth entities falling within Article 49(2)(a) to (d) of the Order,
or (iii) are persons to whom it may otherwise be lawful to
communicate it to (all such persons being referred to as "Relevant
Persons"). Any investment or investment activity to which this
announcement relates is available only to Relevant Persons in the
United Kingdom and Qualified Investors in any member state of the
EEA and will be engaged in only with such persons. Other persons
should not rely or act upon this announcement or any of its
contents.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety (including the appendices) and to be making such offer on
the terms and subject to the conditions herein, and to be providing
the representations, warranties and acknowledgements contained in
the appendices.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA"), by Shore Capital, Gneiss
Energy or any other person authorised under FSMA. This announcement
is being distributed and communicated to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does
not apply or otherwise falls within a relevant exemption. No
prospectus will be made available in connection with the matters
contained in this announcement and no such prospectus is required
(in accordance with the Prospectus Regulation) to be published.
Persons needing advice should consult an independent financial
adviser.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in
the United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States. This announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa, Japan or any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations (a "Prohibited Jurisdiction"). This
announcement and the information contained herein are not for
release, publication or distribution, directly or indirectly, to
persons in a Prohibited Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction. This announcement has been issued by and is the
sole
responsibility of the Company.
Shore Capital is acting as bookrunner and Gneiss Energy Limited
("Gneiss Energy") is acting as Placing Agent, in each case
exclusively for the Company and no one else in connection with the
contents of this announcement, and will not regard any other person
(whether or not a recipient of this announcement) as its client in
relation to the contents of this announcement nor will it be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Shore Capital and Gneiss Energy by FSMA or the regulatory regime
established thereunder, Shore Capital and Gneiss Energy accept no
responsibility whatsoever, and make no representation or warranty,
express or implied, for the contents of this announcement including
its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and
the contents of this announcement, whether as to the past or the
future. Shore Capital and Gneiss Energy accordingly disclaim all
and any liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which either of them might
otherwise have in respect of the contents of this announcement or
any such statement.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunner
and the Placing Agent will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority (the "FCA"), is
acting as Nominated Adviser to the Company for the purposes of the
AIM Rules for Companies and the AIM Rules for Nominated Advisers in
connection with the Placing and is not acting for, and will not be
responsible to, any person other than the Company for providing the
protections afforded to customers of Strand Hanson Limited or for
advising any other person on any transaction or arrangement
referred to in this Announcement.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as it forms part of United
Kingdom domestic law by virtue of the European (Withdrawl) Act 2018
("MAR"). Upon publication of this announcement, the inside
information is now considered to be in the public domain for the
purposes of MAR. The person responsible for arranging release of
this information on behalf of the Company is Eytan Uliel.
FORWARD LOOKING STATEMENTS
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules.
APPIX I
FURTHER DETAILS OF THE PLACING
TERMS AND CONDITIONS
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM AND ARE "QUALIFIED
INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION 2017/1129 (TOGETHER WITH ANY RELEVANT IMPLEMENTING
MEASURE IN ANY MEMBER STATE AND THE UNITED KINGDOM THE "PROSPECTUS
REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I)
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"),
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN
THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM
ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT
IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. Persons who have been or who are invited to and who have
chosen or choose to participate in the Placing, by making or having
made (or on whose behalf there is or has been made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood the Announcement, including
this Appendix, in its entirety and to have made such offer on the
terms and conditions, and to have provided the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A
SUBSCRIPTION OF PLACING SHARES. THE PRICE OF SHARES AND THE INCOME
FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
In particular, each such Placee represents, warrants and
acknowledges to the Company, the Bookrunner and the Placing Agent
that:
(1) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it solely for the purposes of its
business;
(2) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Regulation, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area or the United Kingdom
other than Qualified Investors or in circumstances in which the
prior consent of the Bookrunner has been given to the offer or
resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any member state of the EEA or the United
Kingdom other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Regulation as
having been made to such persons; and
(3) (i) it is not in the United States, (ii) it has not received
any offer, or a solicitation of an offering, to buy the Placing
Shares within the United States and (iii) it did not initiate any
buy order to purchase Placing Shares whilst in the United
States.
The Company, the Bookrunner and the Placing Agent are relying
upon the truth and accuracy of the foregoing undertakings,
representations, warranties, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Australia, Canada, Japan, the
Republic of South Africa or in any jurisdiction in which such
publication or distribution would be unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold only outside the United States in accordance with
Regulation S.
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 or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered 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, the Republic of
South Africa or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Bookrunner and the Placing Agent have entered into a Placing
Agreement (the "Placing Agreement") with the Company under which
the Bookrunner and the Placing Agent have, on the terms and subject
to the conditions set out therein, undertaken to use their
reasonable endeavours to procure subscribers for new ordinary
shares of 0.002p each in the capital of the Company (the "Placing
Shares"). The Bookrunner will be conducting an accelerated book
building process in respect of the Placing (the "Bookbuild") .
The number of Placing Shares will be determined following
completion of the Bookbuild (as defined below) as set out in this
Announcement.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and be credited as fully paid and
will rank pari passu in all respects with the existing issued
ordinary shares of 0.002p each in the capital of the Company
("Ordinary Shares"), including the right to receive all dividends
and other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien,
claim, charge, equity and third party right.
Application for admission to trading
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing
Shares on AIM ("Admission"). It is expected that settlement of any
such shares and Admission will become effective on or around 27 May
2021 and that dealings in the Placing Shares will commence at that
time. In any event, the latest date for Admission is 10 June 2021
(or such later date as the Bookrunner and the Company may agree)
(the "Long Stop Date").
Bookbuild
The Bookrunner will today commence the Bookbuild to determine
demand for participation in the Placing by potential Placees. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Bookrunner and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Use of Proceeds
In order to pursue activities designed to increase production
and cashflow, the Company requires fresh capital, which it intends
to secure via the Open Offer and the Placing.
Over the balance of 2021, the Company presently estimates that
it will have a requirement for total potential funding of between
US$22.5 - US$40 million depending on the range of activities
undertaken. The higher end of this funding range (that is,
approximately US$40 million over the balance of 2021) includes up
to $20 million of drilling and business costs that represent
discretionary or enhanced activity in a success case (that is, the
decision to incur these expenses is at the Company's discretion,
and will depend not only on capital availability but positive
technical outcomes from planned drilling activities).
The total range of activities to be considered during the
balance of 2021 (based upon the level of funding available and the
final estimate of costs, in respect of which certain elements are
unknown at this time and some of which would be incurred in 2022)
is summarised as follows:
(a) drilling and evaluation of the Saffron #2 well planned to be
drilled in May / June 2021: US$3 million capital expenditure - as
noted previously, the Company is projecting a successful Saffron #2
to produce in the range of 200 - 300 bopd and based on a US$60 /
bbl oil price, this well would generate cashflows to BPC of US$1.8
- US$2.6 million per annum, with a full well payback of 12-18
months and a ROI of in excess of 200 per cent;
(b) drilling an extra 5-9 production wells at the Saffron
project, the decision for which will depend on the technical
outcomes of the Saffron #2 well and the pace of which will depend
on permitting, rig availability and capital availability: US$12 -
US$20 million capital expenditure, of which an estimated US$7m -
US$12 million would require capital funding, with the balance
anticipated to be able to be funded from cashflow generated by the
project - as noted previously, this initial program of activity is
projected to achieve an average daily production of 1,000 - 1,500
bopd by the end of 2021 which, based on a US$60/bbl oil price,
alone would generate annualised cashflows to BPC of US$8 - US$12
million going forward; the current estimated overall field
development could ultimately comprise up to 30 wells in total, with
a peak projected production of approximately 4,000 bopd;
(c) the drilling of an appraisal well and associated Extended
Well Test (including evaluation) at Weg Naar Zee ("WNZ") in
Suriname planned to be drilled in July 2021: US$0.7 million capital
expenditure;
(d) drilling an extra 4 production wells at the WNZ project in
Suriname, a decision and pace for which will depend on the
technical outcomes of the initial well at WNZ and on permitting,
rig availability and capital availability: US$2 million capital
expenditure - such an initial field development is projected to
produce around 100 bopd which, based on a US$60/bbl oil price,
would result in cash flows to BPC of US$1m per annum, and with a
projected full WNZ field development scenario anticipated to
generate annual cash flows for the Company in excess of US$2.5
million;
(e) proceeding with in-fill drilling well opportunities at
existing producing fields in Trinidad, the decision for which will
be taken in H2 2021, and will largely be dependent on capital
availability at that time: up to $6 million capital
expenditure;
(f) completion of the seismic reinterpretation work in the SWP
of Trinidad, with a view to delineating additional drillable
prospects: US$0.3 million capital expenditure;
(g) drilling up to two exploration wells targeting discoveries
from Saffron lookalike prospects by the end of 2021 based upon the
results of high grading the 3D data set, and capital availability:
up to $6 million capital expenditure;
(h) following the completion and outcome of the drilling of the
Perseverance #1 well in The Bahamas, a final reconciliation payment
to a fund managed by Lombard Odier ($4 million) is due in June
2021, and the Company is in the process of finalising residual
costs, payment terms, schedule and resolving various items in
dispute relating to the drilling of Perseverance #1, which process
it expects to complete in due course but is expected to amount to
approximately $14 million payable through into H2 2021 (although
the Company expects to achieve a discount/reductions to this amount
as a result of commercial negotiations and agreed resolutions to
items in dispute and/or be able to satisfy part of this amount in
the form of shares, and has assumed an aggregate 20 per cent. - 30
per cent. reduction in cash required for settlements on this
basis);
(i) realising business development opportunities to expand the
portfolio based upon projected value generation (to be
determined);
(j) any incremental costs associated with renewal of the
Company's licences in The Bahamas, including community programs,
and ongoing legal costs as may be required to continue to
successfully defend the Company's licences in the event of ongoing
environmental challenges in The Bahamas (to be determined), and
(k) corporate overhead costs up to $4 million, although as noted
previously, the Company is initiating a cost reduction exercise
across its business with a view to reducing corporate overhead
costs by 20 per cent. - 30 per cent.
It is the intention of the Board and management to undertake as
much activity as possible but at all times remaining within the
overall funding capacity of the Company. In other words, given the
discretionary / success-based nature of much of the Company's
intended activity, capital availability will be a core determinant
in the decision to proceed with particular items of work, and the
timing of those decisions.
The Company presently considers that it has sufficient financial
resources available to it to meet the lower end of the above-noted
required funding range (that is, approximately US$22.5 million)
through the balance of 2021. The Company's expectation in this
regard includes and assumes:
(a) cash at hand, proceeds of fee rebates described below, and
expected amounts of not as yet received funds under the Conditional
Convertible Note facility (approximately $10 million);
(b) assumed surplus income from production based on an assumed
US$60/bbl oil price and current projected production through the
balance of 2021 (including from Saffron #2) (approximately $3
million);
(c) the proceeds of the Open Offer (assuming full take of the
Open Offer and/or a successful Placing of any Open Offer Shares not
taken up) ($9.7 million);
(d) successful implementation of the cost cutting program being
initiated across the Company, resulting in overall cost reduction
in the range of 20 per cent. - 30 per cent. (approximately $2
million); and
(e) completion of negotiations in relation to licence renewals
in The Bahamas and completion of invoicing, payment scheduling and
resolution of disputes and final settlement of estimated costs
associated with the completed drilling of Perseverance #1, such
that the aggregate amount of cash payments required in respect of
licence fees and 'close-out' of Perseverance #1 are consistent with
the description in (h) above (approximately $4.5 million).
In circumstances where current funding assumptions (as
summarised above) do not materialize or do not materialize in the
timeframe expected (for example if the GBP2 million currently
expected under the Conditional Convertible Note facility is not
received, or if e xpected surplus income from production, and/or
the proceeds of the Open Offer (assuming full take of the Open
Offer and/or a successful Placing of any Open Offer Shares not
taken up) are not available, or the Company is unable to negotiate
expected reductions in cash required for settlements as described
above, absent securing capital from alternative sources, the
Company would not have sufficient financial resources available to
undertake all of the work and meet the obligations projected in the
$22.5 million, and would be required to manage cash resources
accordingly.
In circumstances where the Saffron #2 well is not a success, the
Company will be required to secure capital from alternative sources
or the Company would be required to effect greater reductions to
overheads, negotiate greater reductions in cash required for
settlements as described above and/or not proceed with or defer
discretionary expenditure on all or some of the work as summarised
above.
Equally, in the event of success with the Saffron #2 well in
Trinidad, and/or success with the WNZ well and EWT in Suriname, the
Company will need additional funding to pursue development of those
projects and for general working capital purposes, presently
estimated to be $15 - $20 million in additional funding required
through the balance of 2021.
In any of the above-noted circumstances where the Company would
look to secure funding by way of alternative sources to meet any
funding shortfall / incremental funding needs, there can be no
assurance that the Company would be successful in securing any such
alternative funding.
If currently anticipated funding is not available and no
suitable funding from other sources is able to be secured to enable
the Company to undertake the work program and meet the obligations
detailed in this document, the Company would need to scale back the
intended work program (which is largely discretionary in nature at
the upper end of the funding requirement), and/or reschedule that
work program, and/or cut overhead and operating costs to match the
Company's actual capital availability, and/or further revise
payment terms, amounts and schedules in relation to residual
amounts to be paid to close-out Perseverance #1.
Participation in, and principal terms of, the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing.
(1) The Bookrunner and the Placing Agent are arranging the Placing as agents for the Company.
(2) Participation in the Placing is only available to persons
who are lawfully able to be, and have been, invited to participate
by the Bookrunner or the Placing Agent. The Bookrunner and its
respective affiliates are entitled to participate in the Placing as
principal.
(3) The Placing Price is 0.35 pence and is payable to Shore
Capital or Gneiss Energy (as agent for the Company), as
appropriate, by all Placees. The Bookbuild will establish the
number of Placing Shares to be issued, which will be agreed between
the Bookrunner and the Company following completion of the
Bookbuild. The number of Placing Shares will be announced on a
Regulatory Information Service following the completion of the
Bookbuild.
(4) To bid in the Bookbuild, Placees should communicate their
bid by telephone to their usual sales contact at Shore Capital or
Gneiss Energy. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Placing
Price. Bids may be scaled down by the Bookrunner on the basis
referred to in paragraph 8 below.
(5) The timing of the closing of the Bookbuild will be at the
discretion of the Bookrunner. The Company reserves the right to
reduce or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
(6) Each Placee's allocation will be confirmed to Placees
orally, or by email, by Shore Capital or Gneiss and a trade
confirmation or contract note will be dispatched as soon as
possible thereafter. The relevant Bookrunner's oral or emailed
confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of the Bookrunner and the Company, under which it agrees to
acquire by subscription the number of Placing Shares allocated to
it at the Placing Price and otherwise on the terms and subject to
the conditions set out in this Appendix I and in accordance with
the Company's Articles of Association. Except with the relevant
Bookrunner's consent, such commitment will not be capable of
variation or revocation.
(7) The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued at the Placing Price.
(8) Subject to paragraphs 4 and 5 above, the Bookrunner may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion (in agreement with the
Placing Agent and the Company) and may scale down any bids for this
purpose on such basis as it may determine. The Bookrunner may also,
notwithstanding paragraphs 4 and 5 above, subject to the prior
consent of the Company allocate Placing Shares after the time of
any initial allocation to any person submitting a bid after that
time.
(9) A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix I)
and will be legally binding on the Placee on behalf of which it is
made and, except with the Bookrunner's consent will not be capable
of variation or revocation from the time at which it is
submitted.
(10) Except as required by law or regulation, no press release
or other announcement will be made by the Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
(11) Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
(12) All obligations of the Bookrunner under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
(13) By participating in the Placing, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
(14) To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority ("FCA"), neither the
Bookrunner nor the Placing Agent nor any of their respective
affiliates shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise whether or
not a recipient of these terms and conditions) in respect of the
Placing. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and neither Bookrunner nor the Placing Agent shall have any
liability to the Placees for the failure of the Company to fulfil
those obligations. In particular, neither the Bookrunner nor the
Placing Agent nor any of their affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of the Bookrunner's or Placing Agent's method of
effecting the Placing.
Conditions of the Placing
The Bookrunner's obligations under the Placing Agreement in
respect of the Placing Shares are conditional on, inter alia:
(a) the Company allotting the Placing Shares, prior to and
conditional only on Admission, in accordance with the terms of the
Placing Agreement;
(b) Admission taking place not later than 8.00 a.m. on 27 May
2021 (or such later time or date as the Company and the Bookrunner
may agree, not later than 8.00 a.m. on 10 June 2021).
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
the Bookrunner by the respective time or date where specified (or
such later time or date as the Company and the Bookrunner may
agree, not being later than 8.00 a.m. on 10 June 2021); (ii) any of
such conditions becomes incapable of being fulfilled; or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will lapse and the Placees' 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 in respect thereof.
The Bookrunner may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement
save that the above condition relating to Admission taking place
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
None of the Bookrunner, the Company or any of their respective
affiliates 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 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 the
Bookrunner.
Placees will have no rights against the Bookrunner, the Placing
Agent, the Company or any of their respective members, directors or
employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended) or otherwise.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia, if:
(a) there has, in the reasonable opinion of the Bookrunner and
the Placing Agent, been a breach of any of the warranties or any
other obligations on the part of the Company under the Placing
Agreement which it reasonably considers to be material in the
context of the Placing or Admission; or
(b) any statement contained in this Announcement, or certain of
the other documents delivered in relation to the Placing, in the
reasonable opinion of the Bookrunner and the Placing Agent, is or
has become untrue, incorrect or misleading in each case in any
material respect in the context of the Placing or Admission ;
(c) the Company has failed in any material respect to comply
with its obligations under the Placing Agreement, MAR, FSMA, the
AIM Rules, or the AIM Mining, Oil & Gas Companies Note in
respect of the Placing or Admission and which is material in the
context of the Placing and/or Admission; or
(d) there occurs a force majeure event which, in the opinion of
the Bookrunner and the Placing Agent would be likely to have an
adverse effect on the financial or trading position or the business
or prospects of the Group which is material in the context of the
Group as a whole or which renders the Placing impracticable or
inadvisable.
The rights and obligations of the Placees will not be subject to
termination by the Placee or any prospective Placee at any time or
in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Bookrunner of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Bookrunner and that it
need not make any reference to Placees and that neither the
Bookrunner nor any of its affiliates shall have any liability to
Placees whatsoever in connection with any such exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in
accordance with the AIM Rules for Companies (the "Exchange
Information"). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information (other
than the Exchange Information), representation, warranty, or
statement made by or on behalf of the Company or the Bookrunner or
the Placing Agent or any other person and neither the Bookrunner,
the Placing Agent 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 and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by the
Bookrunner, the Placing Agent, the Company, or their respective
officers, directors, employees or agents. Each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Neither the Company nor the
Bookrunner nor the Placing Agent are making any undertaking or
warranty to any Placee regarding the legality of an investment in
the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial
advice regarding an investment in the Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with the Bookrunner, stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the relevant Bookrunner (in GBP) and a form of
confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the relevant Bookrunner in accordance with the standing
CREST settlement instructions which they have in place with the
relevant Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
IM00BN2RD444) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Bookrunner
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will be on 27 May 2021 on a
T+5basis in accordance with the instructions set out in the form of
confirmation.
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.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the relevant Bookrunner's account and
benefit (as agent for the Company), 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 or securities transfer tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the
Bookrunner such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which the
Bookrunner lawfully take in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
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
or securities transfer tax. Neither the Bookrunner nor the Company
will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection
with any of the Placing Shares. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to each of the Bookrunner and the
Placing Agent (for each of them and on behalf of the Company):
(1) that it has read and understood this Announcement, including
the Appendix, in its entirety and that its subscription for Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes
not to redistribute or duplicate this Announcement;
(2) that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
(3) that the exercise by the Bookrunner or the Placing Agent of
any right or discretion under the Placing Agreement shall be within
the absolute discretion of the Bookrunner or the Placing Agent and
neither of the Bookrunner nor the Placing Agent need have any
reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against the
Bookrunner, the Placing Agent or the Company, or any of their
respective officers, directors or employees, under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
(4) that each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement. Each Placee agrees that none of the Company nor the
Bookrunner nor the Placing Agent nor any of their respective
officers, directors or employees will have any liability for any
such other information, representation or warranty, express or
implied;
(5) that it has neither received nor relied on any inside
information concerning the Company in accepting this invitation to
participate in the Placing;
(6) neither it nor, as the case may be, its clients expect the Bookrunner to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Bookrunner are not acting for it or its clients, and that the Bookrunner will not be responsible for providing the protections afforded to customers of the Bookrunner or for providing advice in respect of the transactions described herein;
(7) (i) it is not in the United States, (ii) it has not received
any offer, or a solicitation of an offering, to buy the Placing
Shares within the United States and (iii) it did not initiate any
buy order to purchase Placing Shares whilst in the United
States;
(8) each Placee acknowledges that (a) the Placing Shares have
not been, and will not be, registered under the Securities Act, (b)
the Company has not been, and will not be, registered under the US
Investment Company Act of 1940 and (c) the Placing Shares may not
be offered, sold, pledged or otherwise transferred or delivered
within the United States;
(9) that it is not acquiring the Placing Shares with a view to
the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of such Placing Shares in or into the
United States;
(10) that it is not a national or resident of Canada, Australia,
the Republic of South Africa, or Japan or a corporation,
partnership or other entity organised under the laws of Canada,
Australia, the Republic of South Africa or Japan and that it will
not offer, sell, renounce, transfer or deliver directly or
indirectly any of the Placing Shares in Canada, Australia, the
Republic of South Africa or Japan or to or for the benefit of any
person resident in Canada, Australia, the Republic of South Africa
or Japan and each Placee acknowledges that the relevant exemptions
are not being obtained from the Securities Commission of any
province of Canada, that no document has been or will be lodged
with, filed with or registered by the Australian Securities and
Investments Commission or Japanese Ministry of Finance and that the
Placing Shares are not being offered for sale and may not be,
directly or indirectly, offered, sold, transferred or delivered in
or into Canada, Australia, the Republic of South Africa or
Japan;
(11) that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States;
(12) that it is entitled to subscribe for Placing Shares under
the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and
complied with all necessary formalities and that it has not taken
any action which will or may result in the Company or the
Bookrunner or the Placing Agent or any of their respective
directors, officers, employees or agents acting in breach of any
regulatory or legal requirements of any territory in connection
with the Placing or its acceptance;
(13) that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription obligations;
(14) that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful to offer the opportunity to participate in the
Placing;
(15) that it is a qualified investor (as defined in section
86(7) of the Financial Services and Markets Act 2000, as amended
("FSMA"));
(16) that it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
(17) that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
(18) that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
(19) that it acknowledges that no prospectus, admission document
or offering document has been or will be prepared in connection
with the Placing and that it has not received and will not receive
a prospectus, admission document or other offering document in
connection with the Placing or the Placing Shares and that it is
not relying on any representations or warranties or agreements by
the Company, the Bookrunner, the Placing Agent or by any of their
respective directors, employees or agents or any other person
except as set out in the express terms of this letter;
(20) that it will not deal or cause or permit any other person
to deal in all or any of the Placing Shares which it is subscribing
for under the Placing unless and until Admission becomes
effective;
(21) to appoint irrevocably any director of the Bookrunner as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
(22) that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
(23) that this Announcement does not constitute a securities
recommendation or financial product advice and that none of the
Bookrunner, the Placing Agent nor the Company has considered its
particular objectives, financial situation and needs and
acknowledges that none of the Bookrunner nor the Placing Agent nor
the Company, nor any of their affiliates nor any person acting on
their behalf has any duties or responsibilities to it for providing
advice in relation to the Placing or in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of the Bookrunner's or the Placing Agent's or the Company's rights
and obligations thereunder, including any right to waive or vary
any condition or exercise any termination right contained
therein;
(24) that it will indemnify and hold the Company and the
Bookrunner and the Placing Agent 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 Company and the Bookrunner and the Placing
Agent will rely on the truth and accuracy of the foregoing
confirmations, warranties, acknowledgements and undertakings and,
if any of the foregoing is or becomes no longer true or accurate,
the Placee shall promptly notify the Bookrunner, the Placing Agent
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to each of the Bookrunner and
the Placing Agent for each of them and on behalf of the Company and
will survive completion of the Placing and Admission;
(25) that time shall be of the essence as regards obligations pursuant to this Appendix;
(26) that it is responsible for obtaining any legal, tax and
other advice that it deems necessary for the execution, delivery
and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company, the Bookrunner or the Placing Agent to provide any legal,
tax or other advice to it;
(27) that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Bookrunner
shall notify it of such amendments;
(28) it is aware of and will fully comply, with all such laws
(including where applicable, the Anti-Terrorism, Crime and Security
Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations) and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such subscription, and will provide
promptly to the Bookrunner and the Placing Agent such evidence, if
any, as to the identity or location or legal status of any person
which the Bookrunner and the Placing Agent may request from it (for
the purpose of its complying with any such laws or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Bookrunner or the Placing Agent on the basis that any failure
by it to do so may result in the number of Placing Shares that are
to be allotted and/or issued to it or at its direction pursuant to
the Placing being reduced to such number, or to nil, as the
Bookrunner may decide;
(29) it will not make any offer to the public of those Placing
Shares to be subscribed by it for the purposes of the Prospectus
Regulation;
(30) it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own
account as principal or for a discretionary account or accounts (as
to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that that
if it is a private client stockbroker or fund manager it confirms
that in purchasing the Placing Shares it is acting under the terms
of one or more discretionary mandates granted to it by private
clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the
account of any third party.
(31) acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions 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 the Bookrunner
or the Placing Agent 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;
(32) any documents sent to Placees will be sent at the Placees'
risk. They may be sent by post to such Placees at an address
notified to the Bookrunner;
(33) the Company, the Bookrunner, the Placing Agent and their
respective affiliates will rely upon the truth and accuracy of each
of the foregoing representations, warranties, acknowledgements and
undertakings which are given to the Bookrunner and the Placing
Agent for itself and on behalf of the Company and are irrevocable;
and
(34) 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 and that it
is experienced in investing in securities of this nature 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 also represents and warrants that
it has had sufficient time to consider and has conducted its own
investigation with respect to the offer and subscription for the
Placing Shares, including the tax, legal and other economic
considerations and has relied upon its own examination and due
diligence of the Company and its affiliates taken as a whole, and
the terms of the Placing, including the merits and risks
involved.
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 a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the
Bookrunner will be responsible, and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company, and the Bookrunner in the event that any of
the Company and/or the Bookrunner has incurred any such liability
to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify the Bookrunner
accordingly.
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
UK 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 its behalf, acknowledges
that neither the Bookrunner nor the Placing Agent owes fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on its behalf, acknowledges
and agrees that the Bookrunner or any of its affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROIDKCBQPBKDPPD
(END) Dow Jones Newswires
May 19, 2021 11:51 ET (15:51 GMT)
Challenger Energy (LSE:CEG)
Historical Stock Chart
From Sep 2024 to Oct 2024
Challenger Energy (LSE:CEG)
Historical Stock Chart
From Oct 2023 to Oct 2024