TIDMORE
RNS Number : 2811V
Orogen PLC
01 November 2017
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION
IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF OROGEN
PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
Orogen plc (to be renamed Sosandar plc)
("Orogen" or the "Company")
Result of General Meeting
Offer for Thread unconditional in all respects subject to
Admission
Introduction
On 10 October 2017, Orogen announced the proposed acquisition of
Thread 35 Ltd ("Thread"), for a total consideration of GBP6.3
million, pursuant to the Acquisition Agreement to acquire all the A
Shares in Thread and the Offer to acquire all the B Shares in
Thread.
The Acquisition was conditional, inter alia, upon the passing of
certain resolutions ("Resolutions") set out in a notice of general
meeting of Orogen to be held at 11.00 a.m. on 1 November 2017
("General Meeting").
Terms and expressions used in this announcement shall, unless
defined herein or unless the context otherwise requires, have the
same meanings as given to them in the Admission Document, a copy of
which is available on Orogen's website at www.orogen.co.uk.
General Meeting
Orogen is pleased to announce that, at the General Meeting held
earlier today, all resolutions were duly passed.
Offer for Thread
As at 5.00 p.m. (London time) on 31 October 2017, being the
closing date of the Offer for B Shares in Thread, Orogen had
received valid acceptances in respect of 87,529 B Shares in Thread
(representing 100 per cent. of the B Shares in issue).
Orogen is pleased to announce that the acceptance condition to
the Offer has, therefore, been satisfied, and the Offer and the
Acquisition of the A Shares in Thread are subject only to
Admission, which is expected to take place at 8.00 a.m. on
Thursday, 2 November 2017.
Consolidation
As a result of the passing of the Resolutions, the Consolidation
will become effective as of 6.00 p.m. today and accordingly every
ten Existing Ordinary Shares in the issued share capital of the
Company shall be consolidated into one Ordinary Share, with such
Ordinary Shares having the rights and being subject to the same
restrictions (save as to nominal value) as the Existing Ordinary
Shares in the capital of the Company as set out in the
Articles.
Subscription and Placing
As announced on 10 October 2017, Orogen has raised GBP5.3
million (before expenses) through a conditional placing of
35,099,338 new Ordinary Shares at 15.1 pence per share, which will
be used to finance the development of Thread and for working
capital.
In addition, Orogen is pleased to announce that it has received
valid subscriptions for 29,831,076 Subscription Shares,
representing 96.3% of the Subscription Shares offered to Thread B
Shareholders, raising GBP4,504,492 million for the Company. The
Company has issued a further 1,150,358 Ordinary Shares at the Issue
Price to raise GBP173,704 for the Company by means of a second
subscription ("Second Subscription"). The Company has therefore
raised a total of GBP4,678,196 through the issue of 30,981,434 new
Ordinary Shares pursuant to the Subscription and the Second
Subscription.
Admission
Orogen has applied to the London Stock Exchange for the
Admission of its Enlarged Share Capital comprising 106,814,658
Ordinary Shares to trading on AIM, comprising:
* Ordinary Shares in issue following the Consolidation 26,472,816
* Placing Shares 35,099,338
* Consideration Shares 10,618,686
* Subscription Shares 29,831,076
* Fee Shares 3,311,258
* TP Shares 331,126
* Second Subscription 1,150,358
------------
106,814,658
Admission is expected to become effective and dealings on AIM in
Ordinary Shares are expected to commence at 8.00 a.m. on 2 November
2017.
The new Ordinary Shares will be traded under the ticker "SOS"
and with the ISIN number GB00BDGS8G04. The figure of 106,814,658
Ordinary Shares may be used by Shareholders as the denominator for
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
Change of name
As a result of the Resolutions having been passed at the General
Meeting, Orogen will change its name to Sosandar plc.
Change of Website
Following Admission, the website of the Company will change to
www.sosandar.com.
Concert Party
On Admission, the Concert Party will hold, in aggregate,
45,496,658 Ordinary Shares, representing 42.6 per cent. of the
Enlarged Ordinary Share Capital.
In the event that all of the Options held by members of the
Concert Party following Admission are exercised and no other
Options or Warrants are exercised, the Concert Party would hold up
to 65,096,658 Ordinary Shares representing 51.5 per cent. of the so
enlarged ordinary share capital.
Board changes
On Admission, Julie Lavington and Ali Hall, the Founders of
Thread, will join the Board as joint Chief Executives. Nick Mustoe
will also join the Board as a Non-Executive Director, and Steve
Metcalfe will step down from the Board. Mark Collingbourne
(Non-Executive Director of the Company) will assume the role of
Finance Director and be supported in the role by James Bowling, the
current Head of Finance for Thread. Bill Murray will become
Non-Executive Chairman and Adam Reynolds will become a
Non-Executive Director of the Company.
Following Admission, the Directors will have the following
interests in Ordinary Shares and Options in the Company:
Name Number of % of Enlarged No of Options Max Number % of the
Ordinary Shares Issued Share to subscribe of Ordinary Enlarged
Shares Capital for Ordinary Shares Issued
Shares Share Capital
(on a fully
diluted
basis)*
Bill Murray 345,107 0.3% 400,000 745,107 0.6%
Alison Hall 5,309,343 5.0% 8,400,000 13,709,343 10.8%
Julie Lavington 5,309,343 5.0% 8,400,000 13,709,343 10.8%
Mark Collingbourne 928,919 0.9% 400,000 1,328,919 1.0%
Adam Reynolds 1,960,802 1.8% 800,000 2,760,802 2.2%
Nick Mustoe 4,872,869 4.6% 400,000 5,272,869 4.2%
Enquiries:
Orogen plc C/o Walbrook
Adam Reynolds, Non-executive Chairman
Cairn Financial Advisers LLP (Nominated
Adviser)
Sandy Jamieson / Liam Murray / Richard Nash +44 (0) 20 7213 0880
Turner Pope Investments (TPI) Limited (Broker)
Ben Turner / James Pope +44 (0) 20 3621 4120
Walbrook (Public Relations and Investor
Relations)
Paul Cornelius / Nick Rome +44 (0) 20 7933 8780
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMMMMGMFMMGNZM
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November 01, 2017 09:16 ET (13:16 GMT)
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