TIDMLBE
RNS Number : 4186B
Longboat Energy PLC
10 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.
10 June 2021
Longboat Energy plc
("Longboat Energy", "Longboat" or the "Company")
Farm-Ins to High Impact Drilling Programme,
Fundraising Result and Publication of Admission Document
Further to its announcement on 1 June 2021, Longboat Energy is
pleased to announce it has successfully raised gross proceeds of
GBP35 million by means of a conditional placing and subscription
for New Ordinary Shares (the "Fundraising"). The Fundraising was
completed at a price of 75 pence per share (the "Fundraising
Price"). The Fundraising represents 467% of the Company's existing
ordinary share capital, or 46,666,666 New Ordinary Shares in total
(45,213,332 Placing Shares, 1,453,334 Subscription Shares). The
Fundraising Price is equal to a 6.8% discount to the closing
mid-market price on 31 May 2021 (being the business day prior to
the date on which trading in the Company's shares was
suspended).
The Company also announces that it has executed farm-in
agreements with Equinor Energy AS ("Equinor") and Spirit Energy
Norway AS ("Spirit") with a third transaction anticipated to be
executed imminently (collectively the "Farm-Ins" or the
"Transactions"). As part of the financing of the Transactions,
Longboat has also executed a NOK 600 million (GBP52 million)
Exploration Finance Facility ("EFF") with SpareBank 1 SR-Bank ASA
and ING Bank N.V.
Together, the Fundraising and EFF will enable Longboat to pursue
a significant, near-term, low-risk exploration drilling programme
on the Norwegian Continental Shelf across seven wells targeting net
mean prospective resource potential of 104 MMboe and an additional
220 MMboe of upside and follow-on prospectivity. The first well in
the programme is expected to spud in Q3 2021. A full list of the
licences and working interests to be acquired are detailed below.
The cost of the carry element of the Transactions is fully eligible
for the Norwegian tax refund system reducing the net cost to
Longboat to $7.8 million on a post-tax basis ($35 million pre-tax)
.
The Transactions are classified as a reverse takeover pursuant
to the AIM Rules for Companies. Completion of the Farm-Ins and
Fundraising are subject to approval by Longboat's shareholders at a
general meeting to be convened on 28 June 2021 (the "General
Meeting").
The Company expects to publish the Admission Document, which
includes a circular and notice of General Meeting, later today.
Accordingly, following publication of the Admission Document,
trading in the Company's existing ordinary shares (the "Existing
Ordinary Shares") on AIM is expected to be restored from 7.30 a.m.
on 11 June 2021.
The Company will release further announcements as and when
appropriate.
Helge Hammer, Chief Executive of Longboat, commented:
" The Board of Longboat is delighted by the support we have
received from new and existing shareholders. Securing these
Farm-Ins will enable us to pursue a significant, near-term,
low-risk exploration drilling programme. We can now look forward to
a busy period of almost continuous drilling and frequent catalysts
during the next 18 months.
"Our ambition remains to build Longboat in to a full-cycle,
North Sea E&P company."
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
("UK MAR").
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.
Ends
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
Background and Reasons for the Farm-Ins
Longboat Energy was established by the ex-Faroe Petroleum Plc
("Faroe") management team to create a full-cycle North Sea E&P
company through value accretive M&A and low-risk, near-field
exploration. The management team has a proven track record of
delivering value to shareholders through exploration success,
accretive acquisitions and farm-ins, and a demonstrated ability to
monetise discoveries through sales and asset swaps. At Faroe, the
team grew reserves from 19 MMboe to 98 MMboe between 2013 and 2018,
a compounded annual growth rate of approximately 39%. The team
monetised numerous assets through development and active portfolio
management, including asset swaps and sell downs. Faroe Petroleum
was sold to DNO ASA in January 2019, providing a Total Shareholder
Return of 129% to investors from the previous equity fundraise.
The Farm-Ins provide the Company with a hand-picked portfolio
and material drilling programme, including seven attractive
exploration wells over the next 18 months and further appraisal
drilling likely on success.
Net mean prospective resources across the licences are estimated
by ERC Equipoise ("ERCE") at 104 MMboe with total upside potential
of 324 MMboe(1) . The Company has created a portfolio with an
attractive risk and reward balance, with the chance of success for
each well in the 22-55% range for all-but-one high-impact
prospect.
The prospects are gas weighted and are all located in close
proximity to existing infrastructure, with an overlap between
exploration partners and infrastructure owners, providing a
portfolio with a clear low-cost route to monetisation and
low-carbon drilling and development opportunities, well aligned to
Longboat's ESG targets which includes a corporate 'Net Zero' on a
Scope 1 and 2 basis by 2050.
As a result of the Farm-Ins, the Company has applied for
qualification as a licence holder of oil and gas assets on the
Norwegian Continental Shelf. The Company currently expects to have
approvals in place before 30 September 2021, but notes that this
remains subject to completion of the Farm-Ins and final Norwegian
government approvals.
Summary of the Transactions
Licence Prospect Longboat Gross Attributable Geological Pre-tax Expected
Working Prospective Chance Well Cost Drilling
Interest Resources of Success(2) Gross/Net Date(3)
(MMboe)(1) ($million)(3)
--------------- --------- ------------------- -------------- ---------------
Equinor
Egyptian
PL939 Vulture 15 % 103 25% $31/5 Q3-21
---------------- --------------- --------- ------------------- -------------- --------------- ----------
PL901 Rødhette 20 % 41 41% $35/7 Q3-21
---------------- --------------- --------- ------------------- -------------- --------------- ----------
PL1060 Ginny 9 % 41 27% $25/2 Q3-21
---------------- --------------- --------- ------------------- -------------- --------------- ----------
PL1060 Hermine 9% 27 22% incl above Q3-21
---------------- --------------- --------- ------------------- -------------- --------------- ----------
PL906 Mugnetind 20 % 24 51% $33/7 Q4-21
---------------- --------------- --------- ------------------- -------------- --------------- ----------
PL1049(4) Cambozola 5 % 159 15% $64/16 Q2-22
---------------- --------------- --------- ------------------- -------------- --------------- ----------
PL1017 Copernicus 10% 254 26% $38/4 Q2/3-22
---------------- --------------- --------- ------------------- -------------- --------------- ----------
Spirit
PL1049(4) Cambozola 20 % 159 15% $64/16 Q2-22
---------------- --------------- --------- ------------------- -------------- --------------- ----------
Transaction 3
To Be Announced D 10% 36 55% $31/3 Q4-21
---------------- --------------- --------- ------------------- -------------- --------------- ----------
Source: ERC Equipoise Competent Persons Report. The geological
chance of success (GCOS) is an estimate of the probability that
drilling the prospect would result in a discovery as defined
under SPE PRMS. In the case of Prospective Resources, there is
no certainty that hydrocarbons will be discovered, nor if discovered
will it be commercially viable to produce any portion of the
resources.
Notes :
1 ERC Equipoise estimates, using a conversion factor of 5,600
scf/stb
2 ERC Equipoise estimates
3 Longboat management/operator estimates
4 Transaction also includes the extension licence PL1049B
A copy of the full ERC Equipoise Competent Persons Report can be
found in the Admission Document to be published on the Company's
website ( www.longboatenergy.com ) shortly.
Standard: Estimates of reserves and resources have been prepared
in accordance with the June 2018 Petroleum Resources Management
System ("PRMS") as the standard for classification and reporting
with an effective date of 31 December 2020.
The Fundraising
The Fundraising comprises the Placing and the Subscription:
The Placing
The Company has conditionally raised gross proceeds of
approximately GBP34 million (before commission and expenses) by the
placing of 45,213,332 New Ordinary Shares ("Placing Shares") at the
Fundraising Price pursuant to the terms of a placing agreement
dated 9 June 2021 between, among others, the Company, Stifel
Nicolaus Europe Limited and DNB Markets (the "Placing") , which is
conditional upon, amongst other matters, the shareholders passing
the resolutions at the General Meeting, each of the agreements
relating to the Farm-Ins having been entered into and not having
lapsed or been terminated prior to Admission and the EFF having
become unconditional in all respects save for Admission, and on
Admission occurring on or by 30 June 2021 (or such later date as
the Joint Bookrunners and the Company may agree, but in any event
not later than 9 July 2021). The Placing Shares allotted pursuant
to the Placing will (following issue) rank pari passu in all
respects with the Existing Ordinary Shares.
The Placing Shares are not being offered generally in the UK or
elsewhere and no applications have or will be accepted other than
under the terms of the placing agreement entered into on today's
date between, among others, the Company and the Joint Bookrunners,
and the terms and conditions of the Placing set out in the
Admission Document. It is expected that the proceeds of the Placing
due to the Company will be received by it on or soon after
Admission.
The Subscription
The Company has conditionally raised gross proceeds of
approximately GBP1 million through the subscription for 1,453,334
New Ordinary Shares ("Subscription Shares") at the Fundraising
Price pursuant to the terms of subscription letters dated 9 June
2021 between the Company and certain directors of the Company
("Directors") (the "Subscription"). The Subscription, which is not
underwritten, is conditional on, inter alia, Admission occurring on
or before 8.00 a.m. on 9 July 2021.
The Subscription Shares are in registered form and will be free
from restrictions on transfer and freely transferable. The
Subscription Shares will represent approximately 2.6 per cent. of
the Company's share capital as enlarged by the Fundraising
("Enlarged Share Capital") on Admission. The Subscription Shares
are not being offered generally in the UK or elsewhere. It is
expected that the proceeds of the Subscription due to the Company
will be received by it soon after Admission.
Admission
Application will be made for the Placing Shares and the
Subscription Shares to be admitted to trading on AIM. It is
expected that Admission will become effective and that dealings in
the Enlarged Share Capital will commence at 8.00 a.m. on 30 June
2021.
Following Admission, the Company's issued ordinary share capital
will consist of 56,666,666 o rdinary shares, with the right to one
vote each. The Company will hold no ordinary shares in treasury.
Therefore, the total number of ordinary shares and voting rights in
the Company will be 56,666,666 . With effect from Admission, this
figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
Director shareholdings
Certain Directors have each subscribed for Subscription Shares
pursuant to the Subscription. As at 9 June 2021 (being the latest
practicable date prior to the date of this announcement) and, as
expected to be immediately following Admission, the interests of
each such Director in the issued share capital of the Company are
as follows:
Immediately following
As at 10 June 2021 Admission
Number of Percentage Number of Percentage
Existing of Existing Subscription Number of of Enlarged
Ordinary Ordinary Shares subscribed ordinary Share Capital
Name Shares held Shares held for shares held held
Graham Stewart 150,000 1.50% 200,000 350,000 0.62%
Helge Hammer* 300,000 3.00% 506,667 806,666 1.42%
Jonathan Cooper 125,000 1.25% 200,000 325,000 0.57%
Nicholas Ingrassia - - 160,000 160,000 0.28%
Jorunn Saetre 25,000 0.25% 26,667 51,666 0.09%
Brent Cheshire - -
Katherine Roe - -
* Held indirectly via Hammer Investering AS
Footnotes
1. Including operator P10 un-risked estimates of follow on
prospect
2. Year-to-date as announced by NPD based on geological success
rates
3. As reported by DNO in H1 2019 financial results
4. As calculated by Longboat Energy management
Related Party Transactions
The participation in the Subscription of certain Directors and
related parties, as stated above, constitute related party
transactions for the purposes of the AIM Rules for Companies (the
"AIM Rules"). The Directors who are independent of the related
party transaction, being Brent Cheshire and Katherine Roe, having
consulted with Stifel, the Company's nominated adviser for the
purposes of the AIM Rules, considers the terms of participation of
Graham Stewart, Helge Hammer, Jonathan Cooper, Nicholas Ingrassia,
Jorunn Seatre, Blackacre Trust No 1 and Blackacre Trust No 2 in the
Subscription to be fair and reasonable insofar as shareholders are
concerned.
The participation in the Placing of BlackRock , a substantial
shareholder of the Company, constitutes a related party transaction
for the purposes of the AIM Rules. The Directors, having consulted
with Stifel, the Company's nominated adviser for the purposes of
the AIM Rules, consider the terms of participation of BlackRock in
the Placing to be fair and reasonable insofar as shareholders are
concerned.
Review by Qualified Person
The technical information in this release has been reviewed by
Helge Hammer, Chief Executive Officer, who is a qualified person
for the purposes of the AIM Guidance Note for Mining, Oil and Gas
Companies. Mr Hammer is a petroleum engineer with more than 30
years' experience in the oil and gas industry. He holds a degree in
Petroleum Engineering from NTH University in Trondheim and an MSc
in Economics from the Institut Français du Pétrole in Paris.
Glossary
"1U" denotes the unrisked low estimate qualifying
as Prospective Resources
"2U" denotes the unrisked best estimate qualifying
as Prospective Resources
"2P Reserves" or "Proved those additional reserves which analysis
plus Probable Reserves" of geoscience and engineering data indicate
are less likely to be recovered than Proved
Reserves but more certain to be recovered
than Possible Reserves. It is equally likely
that actual remaining quantities recovered
will be greater than or less than the sum
of the estimated Proved plus 2P. In this
context, when probabilistic methods are
used, there should be at least a 50% probability
that the actual quantities recovered will
equal or exceed the 2P estimate
"3U" denotes the unrisked high estimate qualifying
as Prospective Resources
"Bcf" billion cubic feet
"boe" barrels of oil equivalent
"boepd" barrels of oil equivalent per day
"CO(2) " carbon dioxide
"ESG" environmental, social, governance
"EFF" exploration finance facility
"GCoS" geological chance of success
"kboepd" thousand barrels of oil equivalent per day
"MMboe" Million barrels of oil equivalent
"Mmstb" million stock tank barrels
"NCS" Norwegian Continental Shelf
"NPD" Norwegian Petroleum Directorate
"P10" the quantity for which there is a 10% probability
that the quantities actually recovered will
equal or exceed the estimate
"PRMS" SPE Petroleum Resources Management System
2018
"Possible Reserves" those additional reserves which analysis
of geoscience and engineering data suggest
are less likely to be recoverable than Probable
Reserves. The total quantities ultimately
recovered from the project have a low probability
to exceed the sum of Proved plus Probable
plus Possible Reserves, which is equivalent
to the high estimate scenario. In this context,
when probabilistic methods are used, there
should be at least a 10 per cent. probability
that the actual quantities recovered will
equal or exceed the 3P estimate
"Prospective Resources" those quantities of petroleum which are
estimated, on a given date, to be potentially
recoverable from undiscovered accumulations
"Proved Reserves" those quantities of petroleum, which, by
analysis of geoscience and engineering data,
can be estimated with reasonable certainty
to be commercially recoverable, from a given
date forward, from known reservoirs and
under defined economic conditions, operating
methods, and government regulations. If
deterministic methods are used, the term
reasonable certainty is intended to express
a high degree of confidence that the quantities
will be recovered. If probabilistic methods
are used, there should be at least a 90
per cent. probability that the quantities
actually recovered will equal or exceed
the estimate
"Total Shareholder share price return generated at a relevant
Return" measurement date above the starting market
share price, taking into account dividends
paid in the period
Notification of Deal Forms of each PDMR can be found below. This
announcement is made in accordance with Article 19 of the EU Market
Abuse Regulation 596/2014.
1. Details of the person discharging managerial responsibilities/persons closely associated
--- -----------------------------------------------------------------------------------------------------------------
a) Name Graham Stewart
--- -------------------------------------------------------- -------------------------------------------------------
2. Reason for notification
--- -----------------------------------------------------------------------------------------------------------------
a) Position/Status Chairman
--- -------------------------------------------------------- -------------------------------------------------------
b) Initial notification/amendment Initial notification
--- -------------------------------------------------------- -------------------------------------------------------
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
--- -----------------------------------------------------------------------------------------------------------------
a) Name Longboat Energy plc
--- -------------------------------------------------------- -------------------------------------------------------
b) LEI 213800D1D587TB36ST68
--- -------------------------------------------------------- -------------------------------------------------------
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
--- -----------------------------------------------------------------------------------------------------------------
a) Description of the financial instrument, type of Ordinary Shares of GBP0.10 each in the capital of
instrument and identification code Longboat Energy plc ISIN: GB00BKFW2482
--- -------------------------------------------------------- -------------------------------------------------------
b) Nature of transaction Subscription for new Ordinary Shares
--- -------------------------------------------------------- -------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
--------- ------------------------
GBP0.75 200,000 Ordinary Shares
--------- ------------------------
--- -------------------------------------------------------- -------------------------------------------------------
d) Aggregated Information n/a
--- -------------------------------------------------------- -------------------------------------------------------
e) Date of transaction 9 June 2021
--- -------------------------------------------------------- -------------------------------------------------------
f) Place of transaction XOFF
--- -------------------------------------------------------- -------------------------------------------------------
1. Details of the person discharging managerial responsibilities/persons closely associated
--- -----------------------------------------------------------------------------------------------------------------
a) Name Helge Hammer
--- -------------------------------------------------------- -------------------------------------------------------
2. Reason for notification
--- -----------------------------------------------------------------------------------------------------------------
a) Position/Status CEO
--- -------------------------------------------------------- -------------------------------------------------------
b) Initial notification/amendment Initial notification
--- -------------------------------------------------------- -------------------------------------------------------
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
--- -----------------------------------------------------------------------------------------------------------------
a) Name Longboat Energy plc
--- -------------------------------------------------------- -------------------------------------------------------
b) LEI 213800D1D587TB36ST68
--- -------------------------------------------------------- -------------------------------------------------------
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
--- -----------------------------------------------------------------------------------------------------------------
a) Description of the financial instrument, type of Ordinary Shares of GBP0.10 each in the capital of
instrument and identification code Longboat Energy plc ISIN: GB00BKFW2482
--- -------------------------------------------------------- -------------------------------------------------------
b) Nature of transaction Subscription for new Ordinary Shares
--- -------------------------------------------------------- -------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
--------- ------------------------
GBP0.75 506,667 Ordinary Shares
--------- ------------------------
--- -------------------------------------------------------- -------------------------------------------------------
d) Aggregated Information n/a
--- -------------------------------------------------------- -------------------------------------------------------
e) Date of transaction 9 June 2021
--- -------------------------------------------------------- -------------------------------------------------------
f) Place of transaction XOFF
--- -------------------------------------------------------- -------------------------------------------------------
1. Details of the person discharging managerial responsibilities/persons closely associated
--- -----------------------------------------------------------------------------------------------------------------
a) Name Jonathan Cooper
--- -------------------------------------------------------- -------------------------------------------------------
2. Reason for notification
--- -----------------------------------------------------------------------------------------------------------------
a) Position/Status CFO
--- -------------------------------------------------------- -------------------------------------------------------
b) Initial notification/amendment Initial notification
--- -------------------------------------------------------- -------------------------------------------------------
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
--- -----------------------------------------------------------------------------------------------------------------
a) Name Longboat Energy plc
--- -------------------------------------------------------- -------------------------------------------------------
b) LEI 213800D1D587TB36ST68
--- -------------------------------------------------------- -------------------------------------------------------
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
--- -----------------------------------------------------------------------------------------------------------------
a) Description of the financial instrument, type of Ordinary Shares of GBP0.10 each in the capital of
instrument and identification code Longboat Energy plc ISIN: GB00BKFW2482
--- -------------------------------------------------------- -------------------------------------------------------
b) Nature of transaction Subscription for new Ordinary Shares
--- -------------------------------------------------------- -------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
--------- ------------------------
GBP0.75 200,000 Ordinary Shares
--------- ------------------------
--- -------------------------------------------------------- -------------------------------------------------------
d) Aggregated Information n/a
--- -------------------------------------------------------- -------------------------------------------------------
e) Date of transaction 9 June 2021
--- -------------------------------------------------------- -------------------------------------------------------
f) Place of transaction XOFF
--- -------------------------------------------------------- -------------------------------------------------------
1. Details of the person discharging managerial responsibilities/persons closely associated
--- -----------------------------------------------------------------------------------------------------------------
a) Name Nicholas Ingrassia
--- -------------------------------------------------------- -------------------------------------------------------
2. Reason for notification
--- -----------------------------------------------------------------------------------------------------------------
a) Position/Status Corporate Development Director
--- -------------------------------------------------------- -------------------------------------------------------
b) Initial notification/amendment Initial notification
--- -------------------------------------------------------- -------------------------------------------------------
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
--- -----------------------------------------------------------------------------------------------------------------
a) Name Longboat Energy plc
--- -------------------------------------------------------- -------------------------------------------------------
b) LEI 213800D1D587TB36ST68
--- -------------------------------------------------------- -------------------------------------------------------
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
--- -----------------------------------------------------------------------------------------------------------------
a) Description of the financial instrument, type of Ordinary Shares of GBP0.10 each in the capital of
instrument and identification code Longboat Energy plc ISIN: GB00BKFW2482
--- -------------------------------------------------------- -------------------------------------------------------
b) Nature of transaction Subscription for new Ordinary Shares
--- -------------------------------------------------------- -------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
--------- ------------------------
GBP0.75 160,000 Ordinary Shares
--------- ------------------------
--- -------------------------------------------------------- -------------------------------------------------------
d) Aggregated Information n/a
--- -------------------------------------------------------- -------------------------------------------------------
e) Date of transaction 9 June 2021
--- -------------------------------------------------------- -------------------------------------------------------
f) Place of transaction XOFF
--- -------------------------------------------------------- -------------------------------------------------------
1. Details of the person discharging managerial responsibilities/persons closely associated
--- -----------------------------------------------------------------------------------------------------------------
a) Name Jorunn Saetre
--- -------------------------------------------------------- -------------------------------------------------------
2. Reason for notification
--- -----------------------------------------------------------------------------------------------------------------
a) Position/Status Non Executive Director
--- -------------------------------------------------------- -------------------------------------------------------
b) Initial notification/amendment Initial notification
--- -------------------------------------------------------- -------------------------------------------------------
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
--- -----------------------------------------------------------------------------------------------------------------
a) Name Longboat Energy plc
--- -------------------------------------------------------- -------------------------------------------------------
b) LEI 213800D1D587TB36ST68
--- -------------------------------------------------------- -------------------------------------------------------
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
--- -----------------------------------------------------------------------------------------------------------------
a) Description of the financial instrument, type of Ordinary Shares of GBP0.10 each in the capital of
instrument and identification code Longboat Energy plc ISIN: GB00BKFW2482
--- -------------------------------------------------------- -------------------------------------------------------
b) Nature of transaction Subscription for new Ordinary Shares
--- -------------------------------------------------------- -------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
--------- -----------------------
GBP0.75 26,667 Ordinary Shares
--------- -----------------------
--- -------------------------------------------------------- -------------------------------------------------------
d) Aggregated Information n/a
--- -------------------------------------------------------- -------------------------------------------------------
e) Date of transaction 9 June 2021
--- -------------------------------------------------------- -------------------------------------------------------
f) Place of transaction XOFF
--- -------------------------------------------------------- -------------------------------------------------------
1. Details of the person discharging managerial responsibilities/persons closely associated
--- -----------------------------------------------------------------------------------------------------------------
a) Name Julian Riddick
--- -------------------------------------------------------- -------------------------------------------------------
2. Reason for notification
--- -----------------------------------------------------------------------------------------------------------------
a) Position/Status Company Secretary
--- -------------------------------------------------------- -------------------------------------------------------
b) Initial notification/amendment Initial notification
--- -------------------------------------------------------- -------------------------------------------------------
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
--- -----------------------------------------------------------------------------------------------------------------
a) Name Longboat Energy plc
--- -------------------------------------------------------- -------------------------------------------------------
b) LEI 213800D1D587TB36ST68
--- -------------------------------------------------------- -------------------------------------------------------
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
--- -----------------------------------------------------------------------------------------------------------------
a) Description of the financial instrument, type of Ordinary Shares of GBP0.10 each in the capital of
instrument and identification code Longboat Energy plc ISIN: GB00BKFW2482
--- -------------------------------------------------------- -------------------------------------------------------
b) Nature of transaction Subscription for new Ordinary Shares
--- -------------------------------------------------------- -------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
--------- ------------------------
GBP0.75 160,000 Ordinary Shares
--------- ------------------------
--- -------------------------------------------------------- -------------------------------------------------------
d) Aggregated Information n/a
--- -------------------------------------------------------- -------------------------------------------------------
e) Date of transaction 9 June 2021
--- -------------------------------------------------------- -------------------------------------------------------
f) Place of transaction XOFF
--- -------------------------------------------------------- -------------------------------------------------------
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
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 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 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 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 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 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
MSCFFFEVRTIAIIL
(END) Dow Jones Newswires
June 10, 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
