TIDMJOG
RNS Number : 4890S
Jersey Oil and Gas PLC
17 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF
SUCH JURISDICTION .
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Jersey Oil & Gas plc or other evaluation of any
securities of Jersey Oil & Gas plc or any other entity and
should not be considered as a recommendation that any investor
should subscribe for or purchase any such securities .
This Announcement contains inside information for the purposes
of the UK version of the market abuse regulation (EU No . 596/2014)
as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of certain of
the matters contained in this Announcement, with the result that
certain persons became aware of such inside information, as
permitted by MAR. Upon the publication of this Announcement, this
inside information is now considered to be in the public domain and
such persons shall therefore cease to be in possession of inside
information .
17 March 2021
Jersey Oil and Gas plc
("Jersey Oil & Gas", "JOG" or the "Company")
Proposed Placing and Subscription to raise up to GBP15 million
by way of an accelerated bookbuild
and
Proposed offer for subscription to raise up to a further GBP2
million for Qualifying Participants
Jersey Oil & Gas (AIM: JOG ), an independent upstream oil
and gas company focused on the UK Continental Shelf ("UKCS") region
of the North Sea , is pleased to announce its intention to
undertake a fundraising of, in aggregate, up to GBP15 million
(gross) by way of a placing (the "Placing") of, and a subscription
by certain of the Company's directors (the "Subscription") for, new
Ordinary Shares. In addition, the Company intends to launch an
offer to Qualifying Participants to raise up to a further GBP2
million (gross) (the "Offer", together with the Placing and the
Subscription, the "Fundraising") at the Issue Price.
The Placing will be effected by way of an accelerated bookbuild
(the "Bookbuild") at a price of 165p (the "Issue Price") per
Placing Share. The Bookbuild will open with immediate effect
following release of this Announcement. A further announcement
confirming the closing of the Bookbuild and the number of new
Ordinary Shares to be issued pursuant to the Placing is expected to
be made in due course.
Andrew Benitz, Vicary Gibbs, Ronald Lansdell and Marcus Stanton
(the "Participating Directors") have indicated their intention to
subscribe for up to GBP60,000 in aggregate for up to 36,361 new
Ordinary Shares at the Issue Price. Further details of such
Subscription by the Participating Directors will be set out in the
announcement to be made following closure of the Bookbuild.
Following the successful completion of the Fundraising, and in
consideration of the strong performance of the Company, the
Remuneration Committee is minded to make a grant of options under
the Jersey Oil and Gas plc 2016 Enterprise Management Incentive and
Unapproved Share Option Plan, within the terms of the schemes.
Completion of the Placing and Subscription is subject, inter
alia, to Shareholder approval of the Resolutions to authorise the
issue of the Placing Shares and Subscription Shares, which will be
sought at a General Meeting of the Company to be held at 10.00 a.m.
on 14 April 2021.
A Circular containing further details of the Fundraising
including a formal Notice convening the General Meeting is expected
to be despatched to Shareholders on or around 29 March 2021 and
will thereafter be available on the Company's website at
www.jerseyoilandgas.com.
The Placing is also subject to the terms and conditions set out
in the Appendix to this Announcement (which forms part of this
Announcement).
The Offer
It is proposed that the Offer will comprise an offer to
Qualifying Participants of Offer Shares with the aggregate
consideration to be received by the Company limited to GBP2
million, being the Offer Maximum. Qualifying Participants can apply
for as many Offer Shares as they wish. However, the Directors
reserve the right to exercise their absolute discretion (with the
agreement of the Joint Brokers) in the allocation of successful
applications, including, without limitation, to ensure that no
Offer Shares are issued so as to exceed the Offer Maximum.
It is proposed that the Offer will only be available to
Qualifying Participants and, save as set out in the preceding
paragraph, there is no maximum or minimum subscription per
Applicant. No Qualifying Participant may subscribe for Offer Shares
in excess of the Offer Maximum and multiple applications may be
submitted. Qualifying Participants who are joint Shareholders may
only apply for Offer Shares as joint Applicants. A Circular will be
posted on or around 29 March 2021, containing, inter alia, details
of the Offer. In order to apply for Offer Shares, Qualifying
Participants should complete the Application Form in accordance
with the instructions to be set out therein and in the Circular. A
further announcement setting out timings in respect of the Offer
will be made in due course.
The Offer is not being underwritten. The Application Form and
accompanying procedure for application will set out, in detail, how
Qualifying Participants may participate in the Offer.
Background to and reasons for the Fundraising
On 3 March 2021, the Company announced the key findings of its
Concept Select Report in respect of its Greater Buchan Area ("GBA")
development project , which set out a three-phase development
approach centred around a single integrated wellhead, production,
utilities and quarters platform located at the Buchan field - the
GBA hub. The development concept is based on P50 technically
recoverable resource estimates of, in aggregate, 172 million
barrels of oil equivalent ("MMboe") of light sweet crude and
associated gas within the core GBA, which includes the Buchan oil
field and J2 and Verbier oil discoveries.
Jersey Oil & Gas aims to deliver production from the planned
GBA development project at an industry leading carbon intensity
level due to platform electrification, as seen in certain fields in
the Norwegian sector. Overall carbon emissions from the proposed
GBA development with platform electrification are estimated by
management at <1kg/boe.
The project economic estimates by management for the core GBA
development selecting platform electrification as the preferred low
carbon power solution, are as follows:
-- Pre-tax free cashflow of US$6.4 billion with an NPV (pre-tax) of US$1.7 billion
-- Payback period under 3 years
-- Project internal rate of return greater than 25%
The development costs (Capex and Opex) based on current day
values are estimated by management to be approximately
US$30/boe:
-- Capex estimate for Phase 1 of approximately GBP1 billion (including 20% contingency)
-- Opex estimate during plateau production of US$8/boe to US$9/boe
The GBA hub nameplate capacity has been set at 40,000 barrels of
oil per day ("bopd"), with expected plateau production of more than
three years. There is significant upside potential from four drill
ready exploration prospects within the GBA that have combined
prospective resource estimates totalling an additional 219
MMboe:
-- The close proximity of the GBA exploration prospects will
enable their development, on discovery, as low cost subsea
tie-backs to the planned GBA hub
-- A discovery in line with P50 estimates at any of the drill
ready exploration prospects has the potential to extend plateau
production significantly and materially increase project
economics.
With the preferred development concept identified, as announced
on 3 March 2021, Jersey Oil & Gas has recently formally
launched its planned and previously announced farm-out process
seeking to secure an industry partner for the GBA development
project.
The Directors believe that, upon successful completion of the
farm-out process, the market may value the Company at a premium
relative to its current share price.
Expected Use of Proceeds
The net proceeds from the Fundraising, together with the
Company's existing cash reserves, will be used to strengthen the
Company's balance sheet ahead of anticipated commercial
negotiations for the GBA development project during the farm-out
process and to maintain momentum and ensure that time and funding
pressures do not interfere in the efficient delivery of the overall
project. Costs for the next stages of the GBA development project
will include surveys, license fees, pre-FEED and FEED work and
project management.
Summary use of net proceeds:
In summary, the net proceeds of the Fundraising will be utilised
as follows:
-- To maintain the momentum of the GBA development project's workstreams, namely:
- To ensure that progress is maintained into the FEED phase
until the farm-out process has been concluded, currently
anticipated to occur during 2021
- To preserve the value of a 2025 start-up date, with marine
surveys to support the Environmental Statement required for the
Field Development Plan required to be initiated imminently
-- The balance of the net Fundraising proceeds not required for
specific operational expenses will be utilised to provide general
working capital for the Group and strengthen the Company's balance
sheet ahead of anticipated commercial farm-out negotiations,
thereby providing more time and flexibility to seek to deliver the
optimum result for Shareholders.
Further information on the GBA development project is available
in the Company's recently published and announced corporate
presentations, which can be found on the Company's website at:
www.jerseyoilandgas.com.
Andrew Benitz, CEO of Jersey Oil & Gas, commented :
"Over the past three years, Jersey Oil & Gas has made
significant progress in developing what has become a flagship
project for the North Sea. Our recently announced development
concept for the Greater Buchan Area is based on 172 MMboe of 2C
contingent resource estimates with significant exploration upside
potential and aims to deliver initial production of up to 40,000
bopd. The GBA hub is planned to be one of the first electrified
platforms in the basin as we seek to deliver future production at
industry leading carbon intensity levels.
"Given this potential, it is imperative that, as we move into
the next key phase for the project, namely, the farm-out process,
which I am pleased to report has recently formally been launched,
Jersey Oil & Gas is financially robust such that it can conduct
negotiations from a position of greater strength whilst at the same
time maintaining momentum on the project's other workstreams."
Expected Timetable 2021
Announcement of the Fundraising and Bookbuild 1 7 March
commences
Record date for the Offer 25 March
Dispatch of the Circular, Application Form 29 March
and Form of Proxy
Latest time and date for receipt of completed 10.00 a.m. on 12 April
Forms of Proxy and receipt of electronic
proxy appointments via the CREST system
for the General Meeting
Latest time for receipt of applications 10.00 a.m. on 12 April
under the Offer
General Meeting 10.00 a.m. on 14 April
Announcement of results of General Meeting 14 April
and Offer
Admission and commencement of dealings 8.00 a.m. on 15 April
in the New Ordinary Shares on AIM and CREST
accounts expected to be credited for the
Placing Shares a nd Subscription Shares
in uncertificated form
Latest date for CREST accounts to be credited 22 April
for the Offer Shares and for posting of
share certificates for New Ordinary Shares
in certificated form (as applicable)
Each of the times above refer to London time and all dates and
times are subject to change by the Company and/or the Joint
Brokers. Any such change will be notified to Shareholders by an
announcement on a Regulatory Information Service. The Circular will
contain further details of the expected timetable for the
Fundraising, General Meeting and Admission.
Additional Information on the Fundraising and the Bookbuild
The final number of new Ordinary Shares to be issued pursuant to
the Placing (the "Placing Shares") will be determined following
closure of the Bookbuild. The Placing Shares, when issued, will be
fully paid and will rank pari passu in all respects with the
existing Ordinary Shares.
The Placing has been arranged by Arden Partners Plc ("Arden"),
as bookrunner and Joint Broker and finnCap Ltd ("finnCap") as Joint
Broker in accordance with the terms and conditions set out in the
Appendix to this Announcement. The Bookbuild will determine final
demand for and participation in the Placing. The Bookbuild is
expected to close not later than 4.30 p.m. (London time) today, but
may be closed at such earlier or later time as the Joint Brokers,
in their absolute discretion (following consultation with the
Company), determine.
Details of the result of the Placing will be announced as soon
as practicable after closure of the Bookbuild. Attention is drawn
to the detailed terms and conditions of the Placing described in
the Appendix (which forms part of this Announcement). By choosing
to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed
to have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions in it, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix.
The Placing, the Subscription and the Offer are conditional,
inter alia, upon Shareholders approving certain resolutions at the
General Meeting and upon the Placing Agreement not having been
terminated and becoming unconditional. The Company intends to
publish and send a circular (the "Circular") on or around 29 March
2021 to Shareholders, which will convene the General Meeting in
order to propose the necessary resolutions to authorise the
Directors to allot the Placing Shares, the Subscription Shares and
the Offer Shares. The Circular will also be made available on the
Company's website at: www.jerseyoilandgas.com.
Attention is also drawn to the section headed ' Important
Information ' in this Announcement and the terms and conditions of
the Placing (representing important information for Placees only)
in the Appendix to this Announcement.
Enquiries :
Jersey Oil and Gas plc Andrew Benitz, CEO C/o Camarco:
Tel: 020 3757 4983
Strand Hanson Limited James Harris Tel: 020 7409 3494
Matthew Chandler
James Bellman
Arden Partners plc Paul Shackleton Tel: 020 7614 5900
Ruari McGirr
Akhil Shah
f innCap Ltd Christopher Raggett Tel: 020 7220 0500
Tim Redfern
Camarco Billy Clegg Tel: 020 3757 498
James Crothers
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
'Definitions' below save that any capitalised term defined in the
Appendix shall have such meaning in the Appendix to the exclusion,
in the Appendix only, of any definition of such term elsewhere in
this Announcement.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility of, the Company. 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 Strand
Hanson, Arden Partners or finnCap or by any of their respective
Affiliates 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 therefore is expressly disclaimed.
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 (other than the Appendix in relation to
Placees) 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 particular, the New Ordinary Shares
have not been, and will not be, registered under the Securities Act
or qualified for sale under the laws of any state of the United
States or under the applicable laws of any of Canada, Australia,
the Republic of South Africa, or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to,
or for the account or benefit of, US persons (as such term is
defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, the Republic of
South Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the New Ordinary Shares in certain jurisdictions may be
restricted or prohibited by law or regulation. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or the Joint Brokers that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
the Joint Brokers to inform themselves about, and to observe, such
restrictions. In particular, this Announcement may not be
distributed, directly or indirectly, in or into the United States,
Canada, the Republic of South Africa, Australia or Japan. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this document to a jurisdiction outside the
UK should seek appropriate advice before taking any action.
This Announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" 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 Group 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.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings or losses per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings or losses per
share of the Company.
Arden Partners plc, which is authorised and regulated by the FCA
in the United Kingdom, is acting as bookrunner and Joint Broker to
the Company in connection with the Placing. Arden Partners plc will
not be responsible to any person other than the Company for
providing the protections afforded to clients of Arden Partners plc
or for providing advice to any other person in connection with the
Placing or any acquisition of shares in the Company. Arden Partners
plc is not making any representation or warranty, express or
implied, as to the contents of this Announcement. Arden Partners
plc has not authorised the contents of, or any part of, this
Announcement, and no liability whatsoever is accepted by Arden
Partners plc for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information.
finnCap Ltd, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Joint Broker to the Company in
connection with the Placing. finnCap Ltd will not be responsible to
any person other than the Company for providing the protections
afforded to clients of finnCap Ltd or for providing advice to any
other person in connection with the Placing or any acquisition of
shares in the Company. finnCap Ltd is not making any representation
or warranty, express or implied, as to the contents of this
Announcement. finnCap Ltd has not authorised the contents of, or
any part of, this Announcement, and no liability whatsoever is
accepted by finnCap Ltd for the accuracy of any information or
opinions contained in this Announcement or for the omission of any
material information.
Strand Hanson Limited, which is authorised and regulated by the
FCA in the United Kingdom, is acting as nominated adviser to the
Company for the purposes of the AIM Rules in connection with the
Fundraising and, as nominated adviser, its responsibilities are
owed solely to the London Stock Exchange and are not owed to the
Company or its Directors or to any other person or entity. Strand
Hanson Limited will not be responsible to any person other than the
Company for providing the protections afforded to clients of Strand
Hanson Limited or for providing advice to any other person in
connection with the Fundraising or any acquisition of shares in the
Company. Strand Hanson Limited is not making any representation or
warranty, express or implied, as to the contents of this
Announcement. Strand Hanson Limited has not authorised the contents
of, or any part of, this Announcement, and no liability whatsoever
is accepted by Strand Hanson Limited for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than the AIM market of the London Stock
Exchange.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting 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 Appendix) and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in the
Appendix. The Company, the Joint Brokers and their respective
Affiliates will rely upon the truth and accuracy of the
representations, warranties, undertakings, agreements and
acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Qualified Person's Statement
The technical information contained in this Announcement has
been reviewed and approved by Ronald Lansdell, Chief Operating
Officer of the Company, a qualified Geologist and Fellow of the
Geological Society, who has over 40 years' relevant experience
within the sector.
Information to Distributors
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
"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 retail investors and investors who meet the
criteria of professional clients and 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,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
Placing Shares offer no guaranteed income and no capital
protection; and an investment in 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 Joint Brokers 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.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN OR INTO WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO HEREIN ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS",
AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (COMMISSION
REGULATION (EU 2017/1129) (THE "PROSPECTUS REGULATION") OR PERSONS
IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF THE UK VERSION OF THE PROSPECTUS REGULATION (THE "UK
PROSPECTUS REGULATION"); AND (B) FEWER THAN 150 PERSONS (OTHER THAN
PERSONS WHO ARE QUALIFIED INVESTORS); AND (C) IF IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS
AMED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO
(D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN
SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMED)
("FSMA") OR (D) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933 (the "Securities Act") or under
the securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. No public
offering of the Placing Shares is being made in the United States.
The Placing (as defined below) is being made solely outside the
United States to persons in offshore transactions (as defined in
Regulation S) meeting the requirements of Regulation S. Persons
receiving this Announcement (including custodians, nominees and
trustees) must not forward, distribute, mail or otherwise transmit
it in or into the United States or use the United States mails,
directly or indirectly, in connection with the Placing.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other jurisdiction in which such offer or
solicitation is or may be unlawful (a "Restricted Jurisdiction").
This Announcement and the information contained herein are not for
publication or distribution, directly or indirectly, to persons in
a Restricted Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction. No action has been taken by Arden, finnCap or any of
their respective Affiliates that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any such restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Any indication in this Announcement of the price at which the
Existing Ordinary Shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral and/or written legally binding offer to
subscribe for Placing Shares is deemed to have read and understood
this Announcement in its entirety (including this Appendix) and to
be providing the representations, warranties, undertakings,
agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
PLACING SHARES.
A Circular containing the Notice of General Meeting is expected
to be posted to Shareholders on or around 29 March 2021. A copy of
the Circular and Notice of General Meeting will thereafter be made
available on the Company's website at www.jerseyoilandgas.com.
Details of the Placing Agreement and the Placing Shares
Arden is acting as Joint Broker and bookrunner and finnCap is
acting as Joint Broker for the purposes of the Placing and have
entered into the Placing Agreement with the Company under which
they have severally agreed to use their respective reasonable
endeavours to procure Placees to subscribe for Placing Shares in
the Placing on the terms and subject to the conditions set out
therein. The Joint Brokers are acting as agents of the Company and
for no one else in connection with the Placing.
Subject to fulfilment or, where applicable, waiver 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 the "Right to terminate", the Placing Shares will be allotted
and issued to the Placees on Admission.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, credited as fully paid and rank pari
passu in all respects with each other and with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid 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
or other security interest.
Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares and the Subscription Shares to be admitted to
trading on AIM. Subject to the satisfaction of the Conditions, it
is expected that Admission will take place and dealings in the
Placing Shares will commence on AIM at 8.00 a.m. on 15 April
2021.
Bookbuild
Commencing with immediate effect, the Joint Brokers will be
conducting an accelerated Bookbuilding process (the "Bookbuilding
Process") to determine demand for participation in the Placing by
Placees. This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
However, the Joint Brokers, with the agreement of the Company will
be entitled to effect the Placing by such alternative method to the
Bookbuilding Process as they may determine in their sole
discretion. No commissions will be paid by or to Placees in respect
of any participation in the Placing or subscription for Placing
Shares. The Placing is not being underwritten.
Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who are Relevant Persons (as defined above)
and who may lawfully be, and are, invited to participate by either
of the Joint Brokers. The Joint Brokers and each of their
Affiliates are entitled to participate as Placees in the
Bookbuilding Process.
The book for the Placing will open with immediate effect. The
Bookbuilding Process is expected to close not later than 4.30 p.m.
(London time) today (17 March 2021), but may be closed at such
earlier or later time as the Joint Brokers, in their absolute
discretion, determine. Further announcements will be made following
the closure of the Bookbuilding Process detailing, inter alia, the
results of the Bookbuilding Process and the despatch of the
Circular.
A bid in the Bookbuilding Process may only be made on the terms
and conditions in this Announcement and will be legally binding on
the Placee on behalf of which it is made and, except with the Joint
Brokers' consent, will not be capable of variation or revocation
after closure of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at Arden or finnCap . Arden or finnCap will contact and confirm
orally to their respective successful Placees following the close
of the Bookbuilding Process the size of their respective
allocations and a trade confirmation will be despatched as soon as
possible thereafter. Arden's and/or finnCap 's oral confirmation of
the size of allocations and each Placee's oral commitments to
accept the same will constitute an irrevocable legally binding
agreement in favour of the Company pursuant to which each such
Placee will be required to accept the number of Placing Shares
allocated to the Placee at the Issue Price and otherwise on the
terms and subject to the conditions set out herein and in
accordance with the Company's articles of association. Each
Placee's allocation and commitment will be evidenced by a trade
confirmation issued to such Placee by Arden. The terms of this
Appendix will be deemed incorporated in that trade
confirmation.
The Joint Brokers reserve the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. The Joint Brokers also reserve the right
not to accept offers to subscribe for Placing Shares or to accept
such offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of the Joint Brokers.
Each Placee's obligations will be owed to the Company and to the
Joint Brokers. Following the oral confirmation referred to above,
each Placee will have, an immediate, separate, irrevocable and
binding obligation, owed to Arden (as settlement agent) and to the
Company to pay to Arden (or as Arden may direct) in cleared funds
an amount equal to the product of the Issue Price and the number of
Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of the Company,
the Joint Brokers, any of their respective Affiliates nor any
person acting on their behalf shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither the Company, the Joint Brokers
nor any of their respective Affiliates nor any person acting on
their behalf shall have any liability (including, to the extent
legally permissible, any fiduciary duties), in respect of the
conduct of the Bookbuilding Process or of such alternative method
of effecting the Placing as the Joint Brokers, with the agreement
of the Company, may in their sole discretion determine.
All obligations of the Joint Brokers under the Placing will be
subject to fulfilment of the Conditions.
Conditions of the Placing
The Placing has not been underwritten and is conditional, inter
alia, upon:
(a) Completion of the Bookbuild;
(b) the passing of the Resolutions at the General Meeting or any adjournment thereof;
(c) the Placing Agreement becoming unconditional in all respects
(other than Admission) and not having been terminated in accordance
with its terms; and
(d) Admission occurring by not later than 8.00 a.m. on 15 April
2021 (or such later time and/or date as the Company and the Joint
Brokers may agree, being not later than 8.00 a.m. on 29 April
2021).
If the Conditions are not fulfilled (or to the extent permitted
under the Placing Agreement waived by the Joint Brokers), the
Placing will lapse and each Placee's rights and obligations
hereunder shall cease and determine at such time and no claim may
be made by a Placee in respect thereof. Neither Arden, nor finnCap
, nor 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 it or they may make
as to whether or not to waive or to extend the time and/or date for
the satisfaction of any Condition.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under the heading "Right to
terminate".
Right to terminate
Either Joint Broker may, at any time before Admission and in
their absolute discretion (following consultation with the Company
to the extent practicable), terminate the Placing with immediate
effect if, amongst other things:
1. there has occurred any material adverse change affecting the
financial, operational or legal condition or the earnings or
business affairs or prospects of the Company and its subsidiaries;
or
2. there has occurred any development which may result in a
material adverse change in, the financial position or condition
(financial, operational, regulatory, legal or otherwise), earnings,
business, assets, management, operations, properties or performance
or prospects of the Group or any development which may result in a
material adverse change in, national or international political,
military (including an outbreak or escalation of hostilities),
diplomatic, economic, financial or market conditions and/or act of
God , or trading is suspended in securities generally on the London
Stock Exchange or any other major financial market or trading is
limited or minimum or maximum prices have been required on any such
exchange by any of such exchanges or by such system or by order of
any governmental authority, or a banking moratorium is declared in
the UK, any EEA State or the United States or there is material
disruption to any commercial banking or securities settlement
services in the UK or any EEA State; or
3. there has been a breach by the Company of any of the
warranties or undertakings contained in the Placing Agreement or
any other provisions of the Placing Agreement.
By participating in the Placing, each Placee agrees with the
Joint Brokers that the exercise by the Joint Brokers of any right
of termination or other discretion under these terms and conditions
shall be within the absolute discretion of the Joint Brokers and
that the Joint Brokers need not make any reference to the Placees
in this regard and that, to the fullest extent permitted by law,
neither Arden nor finnCap , nor any of their respective Affiliates
nor any person acting on their behalf shall have any liability
whatsoever to the Placees in connection with any such exercise or
failure to so exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the UK Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement and any information previously published by or on
behalf of the Company by notification to a Regulatory Information
Service.
Each Placee, by accepting a participation in the Placing,
confirms to Arden, finnCap and the Company that it has neither
received nor relied on any information, representation, warranty or
statement made by or on behalf of Arden and/or finnCap (other than
the amount of the relevant Placing participation in the oral
confirmation given to Placees and the trade confirmation referred
to below), any Arden Affiliate, any finnCap Affiliate, any persons
acting on their behalf or the Company and none of Arden, finnCap ,
any Arden Affiliate, any finnCap Affiliate, the Company's
Affiliates nor any persons acting on their behalf will be liable
for the decision of any Placee to participate in the Placing based
on any other information, representation, warranty or statement
which the Placee may have obtained or received (regardless of
whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons).
By participating in the Placing, each Placee acknowledges to and
agrees with each of the Joint Brokers that, except in relation to
the information contained in this Announcement, it has relied on
its own investigation of the business, financial or other position
of the Company in deciding whether to participate in the Placing.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the DVP
mechanism, subject to certain exceptions. Arden, as settlement
agent, reserves the right to require settlement for and delivery of
the Placing Shares to Placees by such other means as it deems
necessary, if delivery or settlement is not possible or practicable
within the CREST system within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date: 13 April 2021
Settlement Date: 15 April 2021
ISIN Code: GB00BYN5YK77
SEDOL: BYN5YK7
Deadline for input instruction into 12.00 p.m. on 13 April
CREST: 2021
CREST ID for Arden: 601
CREST ID for finnCap: 601
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, at the Issue Price, the aggregate amount owed by such Placee
and settlement instructions. Placees should settle against the
Arden CREST ID shown above. Subject to satisfaction of the
Conditions, it is expected that such trade confirmation will be
despatched on the expected trade date shown above. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing
CREST or certificated settlement instructions which it has in place
with Arden.
It is expected that settlement will take place on the Settlement
Date shown above on a DVP basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by
Arden.
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 the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, either of the Joint Brokers may sell any or all
of the Placing Shares allocated to the Placee on such Placee's
behalf and retain from the proceeds, for the relevant Joint
Broker's own account and profit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by such Placee and it may be required to bear any stamp duty
or stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to PTM levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither of the Joint Brokers shall be
responsible for the payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
Representations, warranties and terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing and the issue of
the Placing Shares will be governed by the terms of this
Announcement (including this Appendix);
2. acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing and it has not
received and will not receive a prospectus or other offering
document in connection with the Bookbuilding Process, the Placing
or the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company and the Joint Brokers and each of their
respective Affiliates and any person acting on their behalf from
any and all costs, losses, 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 Announcement
and further agrees that the provisions of this Announcement shall
survive after completion of the Placing;
4. acknowledges that the Placing Shares will be admitted to
trading on AIM and the Company is therefore required to publish
certain business and financial information in accordance with AIM
Rule 26 and other applicable laws and regulations (the "Exchange
Information"), which includes a description of the nature of the
Company's business, the Company's most recent annual report and
interim financial statements, the most recent admission document,
and the Company's announcements and circulars published in the past
12 months, and that the Placee is able to obtain or access this
Exchange Information without undue difficulty and is aware of the
contents of this Exchange Information;
5. acknowledges that neither of the Joint Brokers, nor their
Affiliates nor any person acting on their behalf has provided, and
will not provide, it with any material or information regarding the
Placing Shares or the Company (other than this Announcement); nor
has it requested either of the Joint Brokers, any of their
Affiliates or any person acting on their behalf to provide it with
any such material or information;
6. acknowledges that neither the Joint Brokers nor any of their
respective Affiliates accepts any responsibility for any acts or
omissions of the Company or any of the Directors of the Company or
any other person (other than the relevant Joint Broker) in
connection with the Placing;
7. acknowledges that the Joint Brokers do not owe any fiduciary
or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement;
8. acknowledges that its participation in the Placing is on the
basis that it is not and will not be a client of any of the Joint
Brokers in connection with its participation in the Placing and
that the Joint Brokers have no duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of their respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
9. acknowledges that (i) neither of the Joint Brokers nor any of
their Affiliates nor any person acting on behalf of any of them is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of either of the
Joint Brokers and that the Joint Brokers do not have any duties or
responsibilities to it for providing the protections afforded to
their clients or for providing advice in relation to the Placing
nor for the exercise or performance of any of their rights and
obligations hereunder including any rights to waive or vary any
conditions or exercise any right of termination, and (ii) neither
it nor, as the case may be, its clients expect either of the Joint
Brokers to have any duties or responsibilities to it similar or
comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook contained in the
FCA's Handbook of Rules and Guidance, and that the Joint Brokers
are not acting for it or its clients, and that neither of the Joint
Brokers will be responsible to any person for providing the
protections afforded to its clients;
10. represents, warrants and agrees that the only information on
which it is entitled to rely and on which such Placee has relied in
committing to subscribe for the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has relied on its own
investigation with respect to the Placing Shares and the Company in
connection with its decision to subscribe for the Placing Shares
and acknowledges that it is not relying on any other information or
representations made to it, express or implied, with respect
thereto;
11. acknowledges that: (a) 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; (b) 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; and (c) it has had
sufficient time to consider and conduct its own investigation in
connection with its subscription for the Placing Shares, including
all tax, legal and other economic considerations and has relied
upon its own examination of, and due diligence on, the Company, and
the terms of the Placing, including the merits and risks
involved;
12. unless paragraph 13 applies, represents and warrants that it
has neither received nor relied on any inside information (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
accepting its invitation to participate in the Placing;
13. acknowledges and agrees that, if it has received any inside
information (for the purposes of MAR and section 56 of the Criminal
Justice Act 1993) in relation to the Company and its securities in
advance of the Bookbuild and the Placing, it confirms that it has
received such information within the market soundings regime
provided for in Article 11 of MAR and that it has not: (a) dealt
(or attempted to deal) in the securities of the Company; (b)
encouraged, recommended or induced another person to deal in the
securities of the Company; or (c) unlawfully disclosed inside
information to any person, prior to the information being made
available publicly;
14. acknowledges that it is not entitled to rely on any
information (including, without limitation, any information
contained in any management or investor presentation given in
relation to the Placing) other than that contained in this
Announcement (including this Appendix) and in the Exchange
Information and represents and warrants that it has not relied on
any representations relating to the Placing, the Placing Shares or
the Company other than the information contained in this
Announcement and in the Exchange Information;
15. represents and warrants that (i) it is entitled to acquire
the Placing Shares for which it is subscribing under the laws and
regulations of all relevant jurisdictions which apply to it; (ii)
it has fully observed such laws and regulations and obtained all
such governmental and other guarantees and other consents and
authorities which may be required or necessary in connection with
its subscription for Placing Shares and its participation in the
Placing and has complied with all other necessary formalities in
connection therewith; (iii) it has all necessary capacity to commit
to its participation in the Placing and to perform its obligations
in relation thereto and will honour such obligations; (iv) it has
paid any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the
Placing in any territory; and (v) it has not taken any action which
will or may result in the Company, Arden, finnCap , or any Arden
Affiliate, any finnCap Affiliate, or any of the Company's
Affiliates or any person acting on their behalf being in breach of
the legal and/or regulatory requirements of any territory in
connection with the Placing;
16. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and are not being offered or sold
within the United States, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act;
17. represents and warrants that its acquisition of the Placing
Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S;
18. represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except in accordance with Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
19. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, the Placing Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a member state of the European Economic Area which
has implemented the Prospectus Regulation other than "qualified
investors" as defined in Article 2(e) of the Prospectus Regulation,
or in circumstances in which the prior consent of the Joint Brokers
has been given to such an offer or resale;
20. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in any
member state of the European Economic Area, except in circumstances
falling within Article 1(4) of the Prospectus Regulation which do
not result in any requirement for the publication of a prospectus
pursuant to Article 3 of the Prospectus Regulation;
21. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA;
22. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
23. represents and warrants that it has complied with its
obligations: (i) under the Criminal Justice Act 1993 and MAR; (ii)
in connection with money laundering and terrorist financing under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act
2000, the Terrorism Act 2006 and the Anti-Terrorism Crime and
Security Act 2001, the Counter-Terrorism Act 2008, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and that it is not a person: (a)
with whom transactions are prohibited under the Foreign Corrupt
Practices Act 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets
Control of the U.S. Department of the Treasury; (b) named on the
Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or (c) subject to financial
sanctions imposed pursuant to a regulation of the European Union or
a regulation adopted by the United Nations ((i), (ii), (a) and (b),
together, the "Regulations") and rules and guidance on anti-money
laundering produced by the Financial Conduct Authority ("FCA") and,
if it is making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
24. if in a Member State of the EEA, represents and warrants
that it is a qualified investor (within the meaning of Article
2.1(e) of the Prospectus Regulation as applicable to that Member
State);
25. if in the United Kingdom, represents and warrants that: (A)
(a) it is a qualified investor (as defined in section 86(7) of
FSMA) and (b) it is a person: (i) having professional experience in
matters relating to investments who falls within the definition of
"investment professionals" in Article 19(5) of the FPO; or (ii) who
falls within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations etc.") of the FPO; or (iii) falls
within Article 43 of the FPO (being, among other things, a member
of the Company); or (B) if not a person meeting the criteria of a
qualified investor (as defined in Section 86(7) of FSMA), it is a
person falling within the criteria set out in paragraphs (i), (ii)
or (iii) of sub-paragraph (A) (b) of this paragraph 25; or (C) if
not a person meeting the criteria set out in sub-paragraphs (A) or
(B) of this paragraph 25, he or she is a director of the Company at
the time of the Placing; or (D) it is a person to whom this
Announcement may otherwise lawfully be communicated;
26. represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
27. undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this Announcement and with any trade confirmation sent by Arden
and/or finnCap (or on its or their behalf) to it in respect of its
allocation of Placing Shares and its participation in the Placing
on the due time and date set out herein against delivery of such
Placing Shares to it, failing which the relevant Placing Shares may
be placed with other Placees or sold as either of the Joint Brokers
may, in their absolute discretion, determine and it will remain
liable for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to
bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
28. acknowledges that neither of the Joint Brokers, nor any of
their Affiliates nor any person acting on their behalf is making
any recommendations to it or advising it regarding the suitability
or merits of any transaction it may enter into in connection with
the Placing, and acknowledges that neither of the Joint Brokers,
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 of the
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of
either of the Joint Broker's rights and obligations thereunder,
including any right to waive or vary any condition or exercise any
right of termination contained herein or in the Placing
Agreement;
29. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither
Arden, nor finnCap , nor any Arden Affiliate, nor any finnCap
Affiliate, nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement and (iii) the Placee and any person acting
on its behalf agrees to acquire the Placing Shares on the basis
that the Placing Shares will be allotted to the CREST stock account
of Arden which will hold them as settlement agent as nominee for
the Placee until settlement in accordance with its standing
settlement instructions with payment for the Placing Shares being
made simultaneously upon receipt of the Placing Shares in the
Placee's stock account on a DVP basis;
30. acknowledges that it irrevocably appoints any director of
Arden or of finnCap as its agent for the purposes of executing and
delivering to Arden and/or finnCap and/or the Company's registrar
any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares agreed to be taken up by
it under the Placing;
31. represents and warrants that it is not a resident of any
Restricted Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities legislation of any Restricted Jurisdiction and, subject
to certain exceptions, may not be offered, sold, taken up,
renounced, delivered or transferred, directly or indirectly, within
any Restricted Jurisdiction;
32. represents and warrants that any person who confirms to the
Joint Brokers (or either of them) on behalf of a Placee an
agreement to subscribe for Placing Shares and/or who authorises the
Joint Brokers (or either of them) to notify the Placee's name to
the Company's registrar, has authority to do so on behalf of the
Placee;
33. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Joint Brokers
(or either of them) of the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service. If
there were any such arrangements, or the settlement related to
other dealings in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company, nor
Arden, nor finnCap , nor any Arden Affiliate, nor any finnCap
Affiliate will be responsible. If this is the case, the Placee
should take its own advice and notify the Joint Brokers (or either
of them) accordingly;
34. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with either of the Joint Brokers,
any money held in an account with the relevant Joint Broker on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated in accordance with the client money rules
and will be used by the relevant Joint Broker in the course of its
business; and the Placee will rank only as a general creditor of
the relevant Joint Broker (as the case may be);
35. acknowledges and agrees that in order to ensure compliance
with the Money Laundering Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017, Arden, finnCap or the
Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to Arden,
finnCap or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares
may be retained at the Joint Brokers absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at the absolute discretion of Arden, finnCap ,
or the Company's registrars (as the case may be). If within a
reasonable time after a request for verification of identity Arden,
finnCap or the Company's registrars (as the case may be) have not
received evidence satisfactory to them, the Joint Brokers (or
either of them) may, at their absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the
drawee's bank from which they were originally debited;
36. acknowledges that the basis of allocation will be determined
by the relevant Joint Brokers at their absolute discretion after
consultation with the Company and that the right is reserved to
reject in whole or in part and/or scale back any participation in
the Placing;
37. irrevocably authorises Arden or finnCap or any of their
respective Affiliates to produce this Announcement pursuant to, in
connection with, or as maybe required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein;
38. acknowledges and agrees that time is of the essence as
regards its obligations under this Appendix;
39. acknowledges and agrees that any document that is to be sent
to it in connection with the Placing will be sent at its risk and
may be sent to it at any address provided by it to the Joint
Brokers (or either of them);
40. acknowledges and agrees that it will be bound by the terms
of the articles of association of the Company;
41. acknowledges and understands that the Company, Arden,
finnCap and their respective Affiliates and others will rely upon
the truth and accuracy of the foregoing representations,
warranties, agreements, undertakings and acknowledgements; and
42. acknowledges and agrees that these terms and conditions in
this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part and/or
any agreements entered into pursuant to these terms and conditions
and all agreements to acquire shares pursuant to the Placing and,
any non-contractual obligations arising out of or in connection
with such arrangements will be governed by and construed in
accordance with English law 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 in relation to 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, Arden or finnCap
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.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to the Company, the
Joint Brokers and, where relevant, each of their Affiliates and any
person acting on their behalf and are irrevocable.
No claim shall be made against the Company, the Joint Brokers,
any of their respective Affiliates or any other person acting on
their behalf by a Placee to recover any damage, cost, loss, charge
or expense which it may suffer or incur by reason of or arising
from the exercise of any rights available to it pursuant hereto or
the performance of its obligations hereunder or otherwise in
connection with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company, nor Arden, nor finnCap
nor any of their respective Affiliates 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 stamp duty or stamp duty reserve tax undertakes
to pay such stamp duty or stamp duty reserve tax forthwith and to
indemnify on an after-tax basis and to hold harmless each of the
Company, Arden, finnCap and any of their respective Affiliates in
the event that any of them has incurred any such liability to stamp
duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, 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
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
Times and dates in this Announcement may be subject to
amendment. The Joint Brokers (or either of them) shall notify the
Placees and any person acting on behalf of the Placees of any such
changes.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that either of the Joint Brokers or any of
its respective Affiliates may, at its absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares.
The rights and remedies of the Company, Arden and finnCap and
their respective Affiliates under these terms and conditions are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to
Arden or finnCap and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned; and
3. such other "know your client" information as Arden or finnCap may reasonably request.
References to time in this Announcement are to London time,
unless otherwise stated.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" the admission of the New Ordinary Shares to
trading on AIM becoming effective in accordance
with the AIM Rules
"Affiliates" in relation to a person each of its holding
companies, subsidiaries, branches, associated
undertakings and Affiliates (Affiliates having
the meaning given in Rule 405 or in Rule 501(b)
of the Securities Act, as applicable in the
context used) (including, without limitation,
joint venture partners) from time to time
(and subsidiaries of any such subsidiaries,
branches, associated undertakings, Affiliates
and holding companies) (including, without
limitation, joint venture partners) and each
of their and the person's respective officers,
directors, supervisory board members, employees,
representatives, controlling persons, shareholders
and agents from time to time
"AIM" the market of that name operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange from time to time
"Announcement" this announcement, including the Appendix
"Applicant" a Qualifying Participant who lodges an Application
Form under the Offer
"Application Form" the application form relating to the Offer
to be provided to Shareholders together with
the Circular for use by Qualifying Participants
to apply for Offer Shares pursuant to the
Offer
"Appendix" the appendix to this Announcement
"Arden" or "Arden Arden Partners plc, a public limited company
Partners" incorporated in England & Wales under registered
number 04427253 and having its registered
office at 5 George Road, Edgbaston, Birmingham
B15 1NP, the Company's bookrunner and joint
broker for the purposes of the Placing and
Admission
"Board" or "Directors" the directors of the Company or any duly authorised
committee thereof
"Bookbuild" the process under which the Joint Brokers,
on behalf of the Company, will determine demand
for participation in the Placing by Placees
on the terms described in this Announcement
and the Placing Agreement
"certificated" or an Ordinary Share recorded on the Company's
"in certificated form" share register as being held in certificated
form (namely, not in CREST)
"Circular" the circular in relation to the Placing, t
he Subscription, the Offer and the General
Meeting to be dispatched to Shareholders
"Company" Jersey Oil and Gas plc
"Conditions" the conditions of the Placing as set out in
the Placing Agreement and summarised in the
Appendix to this Announcement
"CREST" the relevant system (as defined in the CREST
Regulations being SI 2001/3755 as amended
from time to time) in respect of which Euroclear
UK & Ireland is the operator (as defined in
the said CREST regulations)
"DVP" delivery versus payment
"Existing Ordinary the 21,829,227 Ordinary Shares with voting
Shares" or "Existing rights in issue at the date of this Announcement
Issued Share Capital"
"FCA" the Financial Conduct Authority in the UK
or its successor from time to time
"finnCap Ltd" or "finnCap" finnCap Ltd, a private limited company incorporated
in England and Wales under registered number
06198898 and having its registered office
at 1 Bartholomew Close, London, England, EC1A
7BL , the Company's joint broker for the purposes
of the Placing and Admission
"FSMA" the Financial Services and Markets Act 2000,
as amended
"Fundraising" together, the Placing, the Subscription and
t he Offer
"General Meeting" the general meeting of the Company to be convened
for 10.00 a.m. on 14 April 2021 or any adjournment
thereof in order to consider, and if thought
fit pass, the Resolutions
" GBA " G reater Buchan Area
"Group" the Company and its existing subsidiaries
and subsidiary undertakings
"Issue Price" 165 pence per Ordinary Share
"Joint Brokers" Arden and finnCap (each a "Joint Broker")
"London Stock Exchange" London Stock Exchange plc
"MAR" the UK version of the Market Abuse Regulation
(EU No. 596/2014) as it forms part of United
Kingdom domestic law by virtue of the European
Union (Withdrawal) Act 2018
"New Ordinary Shares" together, the Placing Shares, the Subscription
Shares and the Offer Shares
"Notice" the notice of the General Meeting to be set
out in the Circular
"Offer" the conditional invitation to Qualifying Participants
to apply for the Offer Shares at the Issue
Price on the terms and conditions proposed
to be outlined in the Circular and the Application
Form
"Offer Maximum" the aggregate maximum subscription under the
Offer (before expenses) of GBP2 million
" Offer Shares " the Ordinary Shares proposed to be offered
to Qualifying Participants pursuant to the
Offer
"Ordinary Shares" ordinary shares of 1 pence each in the capital
of the Company
"Overseas Shareholders" holders of Existing Ordinary Shares who are
neither resident in, nor have a registered
address in, the UK
"Participating Directors" Andrew Benitz, Vicary Gibbs, Ronald Lansdell
and Marcus Stanton , being certain of the
Directors
"pence" pence sterling, the lawful currency of the
UK
"Placees" those persons procured by the Company who
subscribe for Placing Shares pursuant to the
Placing
"Placing" the proposed placing of the Placing Shares
at the Issue Price
"Placing Agreement" the placing agreement dated 17 March 2021
between the Company and the Joint Brokers
relating to the Placing
"Placing Shares" the new Ordinary Shares to be issued pursuant
to the Placing
"Prospectus Regulation" Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017
(including any relevant implementing legislation
in any EEA State)
"PTM levy" a flat rate charge of GBP1.00 on all share
trades in excess of GBP10,000
"Qualifying Participants" subject to any restrictions imposed on Overseas
Shareholders, holders of Existing Ordinary
Shares whose names appear on the register
of members of the Company on the Record Date
as holders of Existing Ordinary Shares and
who are eligible to be offered Offer Shares
under the Offer in accordance with the terms
and conditions proposed to be set out in the
Circular and the Application Form and for
the avoidance of doubt the Offer is not being
made to persons in Restricted Jurisdictions
"Record Date" 25 March 2021
"Regulation S" Regulation S under the Securities Act
"Resolutions" the resolutions to be proposed at the General
Meeting, which will be set out in the Notice
"Regulatory Information has the meaning given to it in the AIM Rules
Service"
"Restricted jurisdictions" the United States, Australia, Canada, Japan,
the Republic of South Africa and any other
jurisdiction where the extension or availability
of the Offer would breach any applicable law
"Securities Act" the United States Securities Act of 1933,
as amended
"Shareholders" the holders of Existing Ordinary Shares or
Ordinary Shares (as the context requires)
at the relevant time
"Strand Hanson" Strand Hanson Limited, nominated adviser to
the Company
"Subscription" means the conditional subscriptions for the
Subscription Shares by the Participating Directors
at the Issue Price
"Subscription Shares" means up to 36,361 new Ordinary Shares to
be issued pursuant to the Subscription
"UK Prospectus Regulation" the UK version of the Prospectus Regulation
which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018
"UKCS" the United Kingdom Continental Shelf
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland
"United States" or the United States of America, its territories
"US" and possessions, any state of the United States
of America and the District of Columbia and
any other area subject to its jurisdiction
"US$" US dollars, the lawful currency of the US
"GBP" pounds sterling, the lawful currency of the
UK
GLOSSARY
The following glossary of terms applies throughout this
Announcement, unless the context otherwise requires:
"2C" denotes a mid or best estimate scenario of contingent resources
"boe" barrels of oil equivalent
"bopd" barrels of oil per day
"contingent resources" those quantities of petroleum estimated, as of a given date, to be potentially recoverable
from known accumulations by application of development projects, but which are not currently
considered to be commercially recoverable due to one or more contingencies
"discovery" an exploration well which has encountered oil and gas for the first time in a structure
"exploration" the phase of operations which covers the search for oil or gas by carrying out detailed
geological
and geophysical surveys followed up where appropriate by exploratory drilling
"FEED" Front End Engineering and Design
"kg" kilogramme
"MMboe" million barrels of oil equivalent
"NPV" net present value, discounted at a ten per cent. discount rate
"prospect" an identified trap that may contain hydrocarbons. A potential hydrocarbon accumulation may
be described as a lead or prospect depending on the degree of certainty in that
accumulation.
A prospect is generally mature enough to be considered for drilling
"prospective resource" are estimated volumes associated with undiscovered accumulations. These represent quantities
of petroleum which are estimated, as of a given date, to be potentially recoverable from oil
and gas deposits identified on the basis of indirect evidence but which have not yet been
drilled. This class represents a higher risk than contingent resources since the risk of
discovery
is also added. For prospective resources to become classified as contingent resources,
hydrocarbons
must be discovered, the accumulations must be further evaluated and an estimate of
quantities
that would be recoverable under appropriate development projects prepared
"P50" at least a 50 per cent. probability that the quantities of estimated contingent recoverable
resources and, in the case of exploration, prospective resources, will equal or exceed the
best estimate
This information is provided by RNS, the news service of the
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END
IOEGPUMAWUPGPWQ
(END) Dow Jones Newswires
March 17, 2021 03:50 ET (07:50 GMT)
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