TIDMLBE
RNS Number : 5630B
Longboat Energy PLC
11 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.
11 June 2021
Longboat Energy plc
("Longboat Energy", "Longboat" or the "Company")
Publication of Admission Document and
Notice of General Meeting and Restoration of Trading
Further to its announcements on 10 June 2021, Longboat Energy
announces that the Admission Document, which includes a circular
and a Notice of General Meeting, has been published and is being
posted to Shareholders today. The Admission Document is available
to view on the Company's website at www.longboatenergy.com .
Accordingly, the suspension of the Company's Existing Ordinary
Shares from trading on AIM will be lifted with effect from 7.30
a.m. today, and trading in the Existing Ordinary Shares restored at
8.00 a.m.
Notice of General Meeting
The General Meeting is to be held at 11 a.m. on 28 June 2021.
The Company will conduct the General Meeting as a closed meeting.
The purpose of the General Meeting is for Shareholders to consider,
and if thought fit, approve resolutions to:
i. approve the Farm-ins which constitute a Reverse Takeover
under the AIM Rules (ordinary resolution);
ii. grant the Directors further authorities to allot new
Ordinary Shares (ordinary resolution); and
iii. dis-apply statutory pre-emption rights in respect of such
new Ordinary Shares (special resolution).
All voting on the resolutions at the General Meeting will be
conducted on a poll, which means that Shareholders should submit
their proxy (by post or online voting) as soon as possible. We ask
that all questions which Shareholders wish to raise be submitted to
www.investormeetcompany.com/longboat-energy-plc/register-investor
in advance.
Full details of the operation and arrangements for the General
Meeting are set out in the Notice of General Meeting. Capitalised
terms used in this announcement have the same meaning as the
Company's announcements on 1 June 2021 and 10 June 2021.
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.
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
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.
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END
MSCFFFSIRFIILIL
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June 11, 2021 02:00 ET (06:00 GMT)
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