TIDMLBE
RNS Number : 2411B
Longboat Energy PLC
09 June 2021
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR INTO THE UNITED
STATES, AUSTRALIA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR
REGULATION OF SUCH JURISDICTION.
This announcement is not an admission document or a prospectus
and does not constitute or form part of an offer to sell or issue
or a solicitation of an offer to subscribe for or buy any
securities nor should it be relied upon in connection with any
contract or commitment whatsoever. Investors should not purchase or
subscribe for any transferable securities referred to in this
announcement except in compliance with applicable securities laws
on the basis of the information in the admission document (the
"Admission Document") to be published by Longboat Energy plc in
connection with the placing and subscription of ordinary shares in
the Company (the "New Ordinary Shares"), the admission of such New
Ordinary Shares to trading on AIM, a market operated by London
Stock Exchange Plc ("AIM") ("Admission") and the re-admission of
the Company's entire issued and to be issued ordinary share capital
to trading on AIM ("Re-Admission"). Before any purchase of shares,
persons viewing this announcement should ensure that they fully
understand and accept the risks which will be set out in the
Admission Document when published. Copies of the Admission Document
will, following publication, be available during normal business
hours on any day (except Saturdays, Sundays and public holidays)
from the registered office of the Company and on the Company's
website.
9 June 2021
Longboat Energy plc
("Longboat Energy", "Longboat" or the "Company")
Proposed Fundraising
Longboat Energy, established by the former management team of
Faroe Petroleum plc to build a significant North Sea-focused
E&P business, provides an update on its proposed equity
financing to raise GBP35 million (the "Proposed Fundraising").
On 1 June 2021, the Company announced it has reached agreement
on a bilateral basis with three separate counterparties to acquire
a significant, near-term, low-risk exploration drilling programme
on the Norwegian Continental Shelf structured as three farm-in
transactions (together, the "Farm-Ins"). The net proceeds from the
Proposed Fundraising will be used principally to finance the
consideration for the Farm-Ins and costs associated with the
high-impact drilling programme, as well as the acquisition of
certain seismic data and general corporate costs.
The price range for the Proposed Fundraising has been set at 75p
to 80p per New Ordinary Share. Books will close after the markets
close today, 9 June 2021.
Stifel Nicolaus Europe Limited and DNB Markets, a part of DNB
Bank ASA, are acting as joint bookrunners in connection with the
Proposed Fundraising.
Capitalised terms used in this announcement have the same
meaning as the Company's announcement on 1 June 2021.
The information contained within this announcement is considered
to be inside information prior to its release, as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018.
For the purposes of UK MAR, the person responsible for arranging
for the release of this announcement on behalf of Longboat is
Julian Riddick, Company Secretary.
Enquiries:
Longboat Energy
Helge Hammer, Chief Executive Officer via FTI
Jon Cooper, Chief Financial Officer
Nick Ingrassia, Corporate Development
Director
Stifel Nicolaus Europe Limited (Nominated Adviser, Joint Bookrunner
and Broker)
Callum Stewart Tel: +44 20 7710 7600
Jason Grossman
Simon Mensley
Ashton Clanfield
DNB Markets, a part of DNB Bank ASA (Joint Bookrunner)
Halvor Teslo demand@dnb.no
Christoffer Gundersen
Aksel Thue
FTI Consulting (PR adviser)
Ben Brewerton Tel: +44 20 3727 1000
Sara Powell longboatenergy@fticonsulting.com
IMPORTANT INFORMATION
This announcement does not constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for any securities in the United
States, Australia, Japan or the Republic of South Africa or in any
other jurisdiction in which such offer or solicitation is unlawful,
prior to registration, exemption from registration or qualification
under the securities laws of any jurisdiction. The distribution of
this announcement and other information in connection with the
Proposed Fundraising, Admission and Re-Admission in certain
jurisdictions may be restricted by law and persons into whose
possession this announcement, any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction. Neither this announcement nor any part of it nor the
fact of its distribution shall form the basis of or be relied on in
connection with or act as an inducement to enter into any contract
or commitment whatsoever.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting for the Company as Financial Adviser,
Nominated Adviser, Broker and Joint Bookrunner in connection with
the Proposed Fundraising, Admission and Re-Admission, and will not
be responsible to any other person for providing the protections
afforded to customers of Stifel or advising any other person in
connection with the Proposed Fundraising, Admission and
Re-Admission. Stifel's responsibilities as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers will be owed solely to the London Stock Exchange
and not to the Company, the directors or to any other person in
respect of such person's decision to subscribe for or acquire
ordinary shares. Apart from the responsibilities and liabilities,
if any, which may be imposed on Stifel by the Financial Services
and Markets Act 2000, as amended or the regulatory regime
established under it, Stifel does not accept any responsibility
whatsoever for the contents of this announcement, and no
representation or warranty, express or implied, is made by Stifel
with respect to the accuracy or completeness of this announcement
or any part of it and no responsibility or liability whatsoever is
accepted by Stifel for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information from this announcement.
DNB Markets, a part of DNB Bank ASA ("DNB"), which is authorised
and regulated in Norway by the Financial Supervisory Authority of
Norway, is acting for the Company as Joint Bookrunner in connection
with the Proposed Fundraising and Admission , and will not be
responsible to any other person for providing the protections
afforded to customers of DNB or advising any other person in
connection with the Proposed Fundraising and Admission. DNB does
not accept any responsibility whatsoever for the contents of this
announcement, and no representation or warranty, express or
implied, is made by DNB with respect to the accuracy or
completeness of this announcement or any part of it and no
responsibility or liability whatsoever is accepted by DNB for the
accuracy of any information or opinions contained in this
announcement or for the omission of any material information from
this announcement.
This announcement is only addressed to and directed at: (a)
persons in member states of the European Economic Area who are
"qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (together with any implementing measure
in such member states, the "EEA Prospectus Regulation"); (b)
persons in the United Kingdom who are "qualified investors" within
the meaning of the UK version of the EEA Prospectus Regulation (the
"UK Prospectus Regulation"), which forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018 (the "EUWA"), and who
are persons who: (i) have professional experience in matters
relating to investments and are "investment professionals" within
the meaning of Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order"); or (ii) are persons falling within Article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations, etc.")
of the Order; or (c) persons to whom it is otherwise lawful to
distribute it (all such persons together being referred to as
"Relevant Persons"). It is not directed at and may not be acted or
relied on by anyone other than a Relevant Person. Persons who do
not fall within the de nition of "Relevant Persons" above should
not rely on this announcement, nor take any action upon it.
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. No public offering of securities is being made in
the United States. The ordinary shares of the Company have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "Securities Act"), or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and may not be offered, sold, resold, pledged,
delivered, assigned or otherwise transferred, directly or
indirectly, into or within the United States, or to or for the
account or benefit of a US Person (as defined in Regulation S
promulgated under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Company has not been and,
after applying the proceeds from the Proposed Fundraising, will not
be registered under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), and as such investors in the New
Ordinary Shares will not be entitled to the benefits of the
Investment Company Act. No offer, purchase, sale or transfer of the
New Ordinary Shares may be made except under circumstances which
will not result in the Company being required to register as an
investment company under the Investment Company Act.
The New Ordinary Shares have not been approved or disapproved by
the United States Securities and Exchange Commission, any state
securities commission in the United States or any other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merit of the offer of the
New Ordinary Shares or the accuracy or adequacy of this document.
Any representation to the contrary is a criminal offence in the
United States.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this announcement are based on
certain factors and assumptions, including the directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Whilst the directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by applicable law or regulation, the Company undertakes no
obligation to release publicly the results of any revisions to any
forward-looking statements in this announcement that may occur due
to any change in the directors' expectations or to reflect events
or circumstances after the date of this announcement.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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
MSCDKFBDBBKBDAK
(END) Dow Jones Newswires
June 09, 2021 02:00 ET (06:00 GMT)
Longboat Energy (LSE:LBE)
Historical Stock Chart
From May 2024 to Jun 2024
Longboat Energy (LSE:LBE)
Historical Stock Chart
From Jun 2023 to Jun 2024