TIDMPPC
RNS Number : 1388U
President Energy PLC
20 October 2017
THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OF ITS TERRITORIES,
CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA OR AUSTRALIA OR ANY OTHER STATE OR JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
President Energy Plc
("President" or the "Company")
Proposed US$8 million placing
and
proposed EUR5 million open offer
President Energy Plc (AIM: PPC), the upstream oil and gas
company with a diverse portfolio of production and exploration
assets focused primarily in Argentina, is pleased to announce that
it intends to raise approximately US$8 million, representing
approximately GBP6.1 million (before expenses) through the issue of
new ordinary shares of 1 pence each in the capital of the Company
(the "Placing Shares"), at a price of 10 pence per Placing Share
(the "Placing Price") (the "Placing"). The Placing Shares will all
be issued under the Company's existing authorities, granted at the
Annual General Meeting held on 28 June 2017. Rob Shepherd, Miles
Biggins and Jorge Dario Bongiovanni, all directors of the Company,
intend to participate in the Placing. The Company's nominated
adviser, finnCap, is acting as sole bookrunner in connection with
the Placing.
Subject to shareholder approval, the Company will also raise
gross proceeds of up to EUR5 million through an Open Offer to
qualifying shareholders (the "Open Offer") to provide existing
shareholders the opportunity to participate at the Placing Price of
10 pence per share. The Open Offer will help to increase liquidity
in the Company's shares and may allow further headroom for the
proposed debt conversion described below.
Further details of the Open Offer, including the timing and
record date, will be notified in due course and will be set out in
the Open Offer circular which will be sent to all shareholders as
soon as practicable and will be available on the Company's website
www.presidentenergyplc.com from the date of its issue. A further
announcement will be made when the Open Offer circular is
issued.
PLLG Investment Ltd ("PLLG"), an entity controlled by Peter
Levine, has irrevocably undertaken to vote in favour of any
resolution to approve the Open Offer in due course.
Further, PLLG will not participate in the Placing or Open Offer
since it does not want to incur an obligation to make a mandatory
bid for the Company.
Following the completion of the Placing and Open Offer, PLLG has
irrevocably confirmed that it will unconditionally convert certain
of its existing debt that it has with the Company into equity in
the Company at the Placing Price. PLLG has so confirmed that it
will convert debt up to a level that will result in its resultant
shareholding in the Company being approximately 29.99 per cent. of
the Company's enlarged issued share capital. Any conversion of
existing PLLG debt will reduce the interest expense burden on the
Company and will strengthen the Company's balance sheet.
Use of Proceeds
The net proceeds from the Placing and Open Offer will contribute
towards a number of important developments in the coming months. In
particular the proceeds will:
-- Strengthen the Company's capitalised position as it continues
to actively consider other appropriate production acquisition
opportunities capable of delivering strong shareholder value
-- Support and, as the case may be, accelerate the ongoing work
programme at the recently acquired Puesto Flores and Estancia Vieja
fields in the Neuquén Basin situated in the Rio Negro Province,
Argentina, which has the potential to materially increase reserves
and production to over 3,000 boepd. As announced on 9 October 2017,
the work programme can be funded from existing cash flow but the
additional funds from the Placing will reduce the burden on the
Company's operating cashflow and allow the Company to be more
flexible in its approach to funding the capital expenditure
requirements at the fields.
-- Contribute towards the overall funding package or monies to
be paid to the Rio Negro Province in relation to the extension of
the Concession for Puesto Flores.
-- Permit the proposed debt conversion to take place for the reasons set out above.
The Company is focussed on developing a full suite financial
toolkit to support its growth ambitions and the Placing and Open
Offer is an important cost effective step in achieving that.
Accelerated Bookbuild
The Placing is being conducted through an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this announcement, in accordance with the
terms and conditions set out in the appendix to this announcement
(which forms part of this announcement). finnCap Ltd is acting as
sole bookrunner in connection with the Placing.
It is expected that the Bookbuild will be completed today, after
which a further announcement will be made.
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation 596/2014
("MAR"). In addition, market soundings (as defined in MAR) were
taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
such inside information relating to the Company and its
securities.
For further information please contact:
President Energy Plc +44 (0) 207
Peter Levine, Chairman, Chief Executive 016 7950
finnCap (Nominated Advisor, Joint
Broker and Sole Bookrunner)
Christopher Raggett, Scott Mathieson +44 (0) 20 7220
(Corporate Finance) 0500
Emily Morris, Abigail Wayne (Corporate +44 (0) 20 7220
Broking) 0511/0594
+44 (0) 203
Camarco Financial PR 757 4980
Billy Clegg, Georgia Edmonds, Mercedes
Valenzuela-Goldman
IMPORTANT INFORMATION
The distribution of the Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted or
prohibited by law or regulation. Persons distributing the
Announcement must satisfy themselves that it is lawful to do so. No
action has been taken by the Company or finnCap that would permit
an offering of such shares or possession or distribution of the
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 the Announcement comes are
required by the Company and finnCap to inform themselves about, and
to observe, such restrictions.
The Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by any
such forward-looking statement. Statements contained in the
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in the
Announcement is subject to change without notice and neither
finnCap nor, except as required by applicable law, the Company
assumes any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of the Announcement.
finnCap, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as nominated adviser
and broker to the Company in relation to the Placing and Admission
and is not acting for any other persons in relation to the Placing
and Admission. finnCap is acting exclusively for the Company and
for no one else in relation to the matters described in the
Announcement and is not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of finnCap, or for
providing advice in relation to the contents of the Announcement or
any matter referred to in it. The responsibilities of finnCap as
the Company's nominated adviser under the AIM Rules for Companies
and the AIM Rules for Nominated Advisers are owed solely to London
Stock Exchange Plc and are not owed to the Company or to any
director or shareholder of the Company or any other person, in
respect of his decision to acquire shares in the capital of the
Company in reliance on any part of the Announcement, or
otherwise.
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 finnCap or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
the Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in the Announcement is intended to be a profit
forecast or estimate, and no statement in the Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
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, the Announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
For Invited Placees only - Important Information
1. Introduction
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT (INCLUDING THE APPIX) COMES ARE REQUIRED BY THE
COMPANY AND FINNCAP TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY
SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO
ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF
THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"); AND (B) PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (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) ARE PERSONS WHO ARE OTHERWISE LAWFULLY
PERMITTED TO RECEIVE IT WITHOUT REQUIRING THE COMPANY TO ISSUE A
PROSPECTUS APPROVED BY COMPETENT REGULATORS (ALL SUCH PERSONS
REFERRED TO IN (A), (B) AND (C), TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT, THIS APPIX 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 APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMED). RELIANCE ON THIS ANNOUNCEMENT FOR THE
PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES 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 PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE
THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE
OF THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY
PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY
LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION
THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained herein and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
Members of the public are not eligible to take part in the
Placing.
In this Appendix:
(a) "you" or "Placee" means any person who becomes committed
through the Bookbuild to subscribe for Placing Shares; and
(b) terms defined elsewhere in this announcement have the same
meanings, unless the context requires otherwise.
Various dates referred to in the Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. The expected date for
Admission is 26 October 2017 and, in any event, the latest date for
Admission is 3 November 2017 (the "Long Stop Date").
2. Details of the Placing
finnCap has today entered into the Placing Agreement pursuant to
which, subject to the conditions set out in the Placing Agreement,
finnCap has agreed to use its reasonable endeavours as agent for
the Company to procure subscribers for the Placing Shares at the
Placing Price with certain institutional and other investors.
No element of the Placing is underwritten.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive dividends and other distributions
declared or made following Admission.
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. Admission is
conditional upon, amongst other things, the conditions in the
Placing Agreement being satisfied and the Placing Agreement not
having been terminated in accordance with its terms. It is expected
that Admission will become effective at 8.00 a.m. on 26 October
2017 and that dealings in the Placing Shares will commence at that
time.
3. Bookbuild
finnCap will today proceed with a share placing bookbuild
process (the "Bookbuild") for the purpose of assessing demand from
institutional and other investors for subscribing for Placing
Shares at the Placing Price and the Company then issuing those
shares under the Placing to raise approximately GBP6.1 million for
the Company before expenses. finnCap is acting as the Company's
agent in respect of the Bookbuild and the Placing.
The Bookbuild is expected to close at or before 4.00 p.m. today.
The Company will then release an announcement through the London
Stock Exchange's Regulatory Information Service confirming the
number of Placing Shares to be issued and the amount to be raised
under the Placing.
finnCap will determine the basis for allocating Placing Shares
to bids submitted to it in the Bookbuild and may at its absolute
discretion (i) accept bids, either in whole or in part, (ii) accept
bids that are received after the Bookbuild has closed, and/or (iii)
scale down all or any bids on such basis as it considers
appropriate. finnCap may carry out the Placing by any alternative
method to the Bookbuild as it may, in its absolute discretion,
determine. Neither finnCap nor any other finnCap Person will have
any liability to Placees (subject to applicable law) or to anyone
else other than the Company in respect of the Placing or in respect
of its conduct of the Bookbuild or of any alternative method that
it may adopt for carrying out the Placing.
4. Participation and settlement
Participation in the Bookbuild is only available to persons who
are invited to participate in it by finnCap.
If you are invited to participate in the Bookbuild and wish to
do so, you should communicate your bid by telephone to your usual
broking contact at finnCap. Each bid should state the number of
Placing Shares which you wish to subscribe for at the Placing
Price. If your bid is successful, in whole or in part, your
allocation will be confirmed orally following the close of the
Bookbuild. finnCap's oral confirmation of your allocation will
constitute a legally binding commitment on your part to subscribe
for the number of Placing Shares allocated to you at the Placing
Price on the terms and subject to the conditions set out or
referred to in this Appendix and subject to the Company's
constitution.
A person who submits a bid in the Bookbuild will not be able,
without finnCap's agreement, to vary or revoke the bid before the
close of the Bookbuild. Such a person will not be able, after the
close of the Bookbuild, to vary or revoke a submitted bid in any
circumstances.
If you are allocated Placing Shares in the Bookbuild, you will
be sent a form of confirmation or electronic confirmation stating
(i) the number of Placing Shares allocated to you, (ii) the
aggregate amount you will be required to pay for those Placing
Shares at the Placing Price, (iii) relevant settlement information,
and (iv) settlement instructions. Settlement instructions will
accompany each confirmation and, on receipt, should be confirmed
back to finnCap by the date and time stated in it. Settlement of
transactions in the Placing Shares will take place within the CREST
system, subject to certain exceptions, on a "delivery versus
payment" (or "DVP") basis. finnCap reserves the right to require
settlement for and/or delivery to any Placee of any Placing Shares
to be made by such other means as it may deem appropriate if
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement. If
your Placing Shares are to be delivered to a custodian or
settlement agent, you should ensure that the written confirmation
is copied and delivered promptly to the appropriate person within
that organisation.
Each Placee's obligations to subscribe and pay for Placing
Shares under the Placing will be owed to each of the Company and
finnCap. No commissions will be paid to or by Placees in respect of
their agreement to subscribe for any Placing Shares.
Placees' commitments in respect of Placing Shares will be made
solely on the basis of the information contained in this
Announcement and on the terms contained in it. No admission
document for the purposes of the AIM Rules nor any prospectus is
required to be published, or has been or will be published, in
relation to the Placing or the Placing Shares.
5. Placing conditions
Under the terms of the Placing Agreement finnCap has agreed to
use its reasonable endeavours, as the Company's agent, to procure
subscribers for Placing Shares at the Placing Price.
The Placing is conditional on (i) finnCap's obligations under
the Placing Agreement not being terminated in accordance with its
terms, (ii) Admission taking place not later than 8.00 a.m. on 26
October 2017, and (iii) finnCap's obligations under the Placing
Agreement becoming unconditional in all other respects.
finnCap may extend the time and/or date for the fulfilment of
any of the conditions in the Placing Agreement to a time no later
than 8.00 a.m. on the Long Stop Date. If any such condition is not
fulfilled (and, if capable of waiver under the Placing Agreement,
is not waived by finnCap) by the relevant time, the Placing will
lapse and your rights and obligations in respect of the Placing
will cease and terminate at such time.
The Placing Agreement is conditional, amongst other things,
on:
(a) the Company having performed all its obligations and having
satisfied all conditions to be performed or satisfied by it under
the Placing Agreement and the terms and conditions of the Placing,
which fall to be performed or satisfied, on or before
Admission;
(b) finnCap not having terminated this agreement before Admission; and
(c) Admission having occurred no later than 8.00 a.m. on the Long Stop Date.
finnCap may terminate the Placing Agreement, in accordance with
its terms, at any time prior to Admission if, amongst other
things:
(a) the Company has breached or cannot in any respect comply
with any of its obligations under the terms of the Placing or under
any applicable laws and regulations in relation to the Placing and
Admission; or
(b) any of the warranties given by the Company in the Placing
Agreement are or could reasonably be expected to become untrue,
inaccurate or misleading in any material respect by reference to
the facts or circumstances subsisting at any such time, or a matter
arises that might reasonably be expected to give rise to a claim
under an indemnity given by the Company in the Placing Agreement;
or
(c) any statement contained in the Announcement or other
document entered into connection with the Placing is or has become
untrue, incorrect or misleading, or any matter has arisen, which
would, if the Placing were made and/or Admission became effective
at that time, constitute a material omission; or
(d) a material adverse effect (as defined in the Placing
Agreement), has occurred, or any development or event (or any
development or event involving a prospective change) which will or
could reasonably be expected to have a material adverse effect has
occurred, (in each case whether or not foreseeable on the date of
this agreement); or
(e) there occurs or comes into effect (or is likely to occur or
come into effect) any change in national or international
political, diplomatic, financial, economic, monetary, or market
conditions or changes in legislation which is likely materially and
adversely to affect the financial position or prospects of the
Group taken as a whole or is, or will or is likely to be,
prejudicial to the Placing and/or Admission; or
(f) an event occurs which is likely materially and adversely to
affect the financial position or prospects of the Group taken as a
whole or is, or will or is likely to be, prejudicial to the Placing
and/or Admission.
The exercise of any right of termination pursuant to the Placing
Agreement, any waiver of any condition in the Placing Agreement and
any decision by finnCap whether or not to extend the time for
satisfaction of any condition in the Placing Agreement are within
finnCap's absolute discretion (as is the exercise of any right or
power of finnCap under the terms of this Appendix). finnCap will
have no liability to you or to anyone else in respect of any such
termination, waiver or extension or any decision to exercise or not
to exercise any such right of termination, waiver or extension
6. Placees' warranties and undertakings
By communicating a bid to finnCap under the Bookbuild you will
irrevocably acknowledge and confirm and warrant and undertake to,
and agree with, each of the Company and finnCap, in each case as a
fundamental term of your application for Placing Shares of the
Company's obligation to allot and/or issue any Placing Shares to
you or at your direction, that:
(a) you have read, understood and accept the terms and
conditions set out within this Announcement in their entirety and
that your acquisition of the Placing Shares is subject to and based
upon the terms, conditions and other information contained herein
and that you have not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares or otherwise, other than
the information contained in this Announcement;
(b) the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules
(collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that you are able to obtain or access such Exchange Information
without undue difficulty, and you are able to obtain access to such
information or comparable information concerning any other publicly
traded company, without undue difficulty;
(c) you have made your own assessment of the Placing Shares and
have relied on your own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing;
(d) your rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in this
announcement and will not be subject to rescission or termination
by you in any circumstances;
(e) this announcement, which has been issued by the Company, is
within the sole responsibility of the Company;
(f) you have not been, and will not be, given any warranty or
representation in relation to the Placing Shares or to the Company
or to any other member of its Group in connection with the Placing,
other than by the Company as included in this Announcement or to
the effect that the Company is not now in breach of its obligations
under the London Stock Exchange's AIM Rules for Companies or under
the EU Market Abuse Regulation (596/2014) to disclose publicly in
the correct manner all such information as is then required to be
so disclosed by the Company;
(g) you have not relied on any representation or warranty in
reaching your decision to subscribe for Placing Shares under the
Placing, save as given or made by the Company as referred to in the
previous paragraph;
(h) you are not a client of finnCap in relation to the Placing
and finnCap is not acting for you in connection with the Placing
and will not be responsible to you in respect of the Placing for
providing protections afforded to its clients;
(i) you have not been, and will not be, given any warranty or
representation by any finnCap Person in relation to any Placing
Shares, the Company or any other member of its Group and no finnCap
Person will have any liability to you for any information contained
in this Announcement or which has otherwise been published by the
Company or for any decision by you to participate in the Placing
based on any such information or on any other information provided
to you;
(j) you will pay the full subscription sum at the Placing Price
as and when required in respect of all Placing Shares finally
allocated to you and will do all things necessary on your part to
ensure that payment for such shares and their delivery to you or at
your direction is completed in accordance with the standing CREST
instructions (or, where applicable, standing certificated
settlement instructions) that you have in place with finnCap or
puts in place with finnCap;
(k) you are permitted to subscribe for Placing Shares in
accordance with the laws of all relevant jurisdictions which apply
to you and you have complied, and will fully comply, with all such
laws (including where applicable, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 and the Money
Laundering Regulations 2007) and have obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such subscription, and you will provide
promptly to finnCap such evidence, if any, as to the identity or
location or legal status of any person which finnCap may request
from you (for the purpose of its complying with any such laws or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by finnCap on the basis that any failure by you to do so
may result in the number of Placing Shares that are to be allotted
and/or issued to you or at your direction pursuant to the Placing
being reduced to such number, or to nil, as finnCap may, in its
sole discretion, decide;
(l) you have complied and will comply with all applicable
provisions of the FSMA with respect to anything done or to be done
by you in relation to any Placing Shares in, from or otherwise
involving the United Kingdom and you have not made or communicated
or caused to be made or communicated, and you will not make or
communicate or cause to be made or communicated, any "financial
promotion" in relation to Placing Shares in contravention of
section 21 of FSMA;
(m) you are a person (i) falling within Article 19(5) and/or
Article 49(2)(a) to (d) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 or (ii) a person to whom this
Announcement may otherwise be lawfully communicated;
(n) you are acting as principal only in respect of the Placing
or, if you are acting for any other person (i) you are duly
authorised to do so, (ii) you are and will remain liable to the
Company and/or finnCap for the performance of all your obligations
as a Placee in respect of the Placing (regardless of the fact that
you are acting for another person), (iii) you are both an
"authorised person" for the purposes of FSMA and a "qualified
investor" as defined at Article 2.1(e)(i) of Directive 2003/71/EC
(known as the Prospectus Directive) acting as agent for such
person, and (iv) such person is either (1) a FSMA Qualified
Investor or (2) a "client" (as defined in section 86(2) of FSMA) of
yours that has engaged you to act as his agent on terms which
enable you to make decisions concerning the Placing or any other
offers of transferable securities on his behalf without reference
to him;
(o) nothing has been done or will be done by you in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares in accordance
with FSMA or the UK Prospectus Rules or in accordance with any
other laws applicable in any part of the European Union or the
European Economic Area;
(p) you will not treat any Placing Shares in a manner that would
contravene any legislation applicable in any territory or
jurisdiction and no aspect of your participation in the Placing
will contravene any legislation applicable in any territory or
jurisdiction or cause the Company or finnCap to contravene any such
legislation;
(q) (in this paragraph "US person" and other applicable terms
have the meanings that they have in Regulation S made under the US
Securities Act of 1933, as amended) (i) none of the Placing Shares
have been or will be registered under that Act or under the
securities laws of any State of or other jurisdiction within the
United States, (ii) subject to certain exceptions, no Placing
Shares may be offered or sold, resold, or delivered, directly or
indirectly, into or within the United States or to, or for the
account or benefit of, any US person, (iii) you are (unless
otherwise expressly agreed with finnCap) neither within the United
States nor a US person, (iv) you have not offered, sold or
delivered and will not offer sell or deliver any of the Placing
Shares to persons within the United States, directly or indirectly,
(v) neither you, your affiliates, nor any persons acting on your
behalf, have engaged or will engage in any directed selling efforts
with respect to the Placing Shares, (vi) you will not be
subscribing Placing Shares with a view to resale in or into the
United States, and (vii) you will not distribute this announcement
or any offering material relating to Placing Shares, directly or
indirectly, in or into the United States or to any persons resident
in the United States;
(r) finnCap may satisfy its obligations to procure Placees by
itself agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any other finnCap Person or any
person associated with any finnCap Person to do so or by allowing
officers of the Company and/or Group employees to subscribe for
Placing Shares under the Placing at the Placing Price;
(s) time is of essence as regards your obligations under this Appendix;
(t) this Appendix and any contract which may be entered into
between you and finnCap and/or the Company pursuant to this
Appendix or the Placing, and all non-contractual obligations
arising between you and finnCap and/or the Company in respect of
the Placing, will be governed by and construed in accordance with
the laws of England, for which purpose you submit (for yourself and
on behalf of any person on whose behalf you are acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute, or matter arising out of or relating to this Appendix or
such contract, except that each of the Company and finnCap will
have the right to bring enforcement proceedings in respect of any
judgment obtained against you in the English courts or in the
courts of any other relevant jurisdiction;
(u) each right or remedy of the Company or finnCap provided for
in this Appendix is in addition to any other right or remedy which
is available to such person and the exercise of any such right or
remedy in whole or in part will not preclude the subsequent
exercise of any such right or remedy; and
(v) any document that is to be sent to you in connection with
the Placing will be sent at your risk and may be sent to you at any
address provided by you to finnCap.
7. Payment default
Your entitlement to receive any Placing Shares will be
conditional on finnCap's receipt of payment in full for such shares
by the relevant time to be stated in the written or electronic
confirmation referred to above, or by such later time and date as
finnCap may decide, and otherwise in accordance with that
confirmation's terms. finnCap may waive this condition, and will
not be liable to you for any decision to waive it or not.
If you fail to make such payment by the required time for any
Placing Shares (1) the Company may release itself, and (if it
decides to do so) will be released from, all obligations it may
have to allot and/or issue any such Placing Shares to you or at
your direction which are then unallotted and/or unissued, (2) the
Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such Placing Shares to the full extent
permitted under its constitution or by law and to the extent that
you then have any interest in or rights in respect of any such
shares, (3) the Company or, as applicable, finnCap may sell (and
each of them is irrevocably authorised by you to do so) all or any
of such shares on your behalf and then retain from the proceeds,
for the account and benefit of the Company or, where applicable,
finnCap (i) any amount up to the total amount due to it as, or in
respect of, subscription monies, or as interest on such monies, for
any Placing Shares and (ii) any amount required to cover dealing
costs and/or commissions necessarily or reasonably incurred by it
in respect of such sale and (4) you will remain liable to the
Company and to finnCap for the full amount of any losses and of any
costs which it may suffer or incur as a result of it (i) not
receiving payment in full for such Placing Shares by the required
time, and/or (ii) the sale of any such Placing Shares to any other
person at whatever price and on whatever terms are actually
obtained for such sale by or for it. Interest may be charged in
respect of payments not received by finnCap for value by the
required time referred to above at the rate of two percentage
points above the base rate of National Westminster Bank Plc.
8. Overseas jurisdictions
The distribution of this announcement and the offering and/or
issue of shares pursuant to the Placing in certain jurisdictions is
restricted by law. FSMA Qualified Investors who seek to participate
in the Placing must inform themselves about and observe any such
restrictions. In particular, this document does not constitute or
form part of any offer or invitation, nor a solicitation of any
offer or invitation, to subscribe for or acquire or sell or
purchase or otherwise deal in Ordinary Shares in the United States,
Canada, Japan, the Republic of Ireland, the Republic of South
Africa or Australia or in any other jurisdiction in which any such
offer, invitation or solicitation is or would be unlawful. The
Placing Shares have not been and will not be registered under the
US Securities Act of 1933, as amended or under the securities laws
of any State of or other jurisdiction within the United States,
and, subject to certain exceptions, may not be offered or sold,
resold or delivered, directly or indirectly, in or into the United
States, or to, or for the account or benefit of, any US persons (as
defined in Regulation S under that Act). No public offering of the
Placing Shares is being or will be made in the United States.
DEFINITIONS
In addition to the terms previously defined, the following
definitions apply throughout this Announcement unless the context
otherwise requires:
"Admission" the admission of the Placing
Shares to trading on AIM
becoming effective in
accordance with the AIM
Rules
"AIM" the market of that name
operated by London Stock
Exchange
"AIM Rules" the AIM Rules for Companies,
published by London Stock
Exchange
"Announcement"
this Announcement (including
the Appendix and information
contained therein)
"Board" the board of directors
of the Company
"Company" or "President" President Energy Plc
"CREST" the relevant system (as
defined in the Uncertificated
Securities Regulations
2001) for the paperless
settlement of trades and
the holding of uncertificated
securities operated by
Euroclear UK & Ireland
Limited
"Directors" the directors of the Company
"Enlarged Issued Share all of the Ordinary Shares
Capital" in issue on Admission
"Existing Ordinary Shares" the 953,597,617 existing
ordinary shares of 1 penny
each in issue at the date
of this announcement,
all of which are admitted
to trading on AIM
"FCA" the Financial Conduct
Authority
"finnCap" finnCap Limited
"FSMA" the Financial Services
and Markets Act 2000
"Group" the group comprising the
Company and its subsidiary
undertakings
"London Stock Exchange" London Stock Exchange
Plc
"Money Laundering Regulations" the Money Laundering Regulations
2007
"Ordinary Shares" ordinary shares of 1 penny
each in the capital of
the Company
"Placing" the proposed conditional
placing of the Placing
Shares pursuant to the
Placing Agreement
"Placing Agreement" the agreement dated 20
October 2017 between the
Company and finnCap relating
to the Placing
"Placing Price" 10 pence per Placing Share
"Placing Shares" New Ordinary Shares to
be issued under the terms
of the Placing Agreement
"Prospectus Rules" the prospectus rules made
by the FCA pursuant to
section 73A of FSMA
"Regulatory Information a service approved by
Service" the FCA for the distribution
to the public of regulatory
announcements and included
within the list maintained
on the FCA's website
"Shareholders" holders of Ordinary Shares
"UK" the United Kingdom of
Great Britain and Northern
Ireland
"US" or "United States" the United States of America,
each State thereof, its
territories and possessions
(including the District
of Columbia) and all other
areas subject to its jurisdiction
"uncertificated" or "in an Ordinary Share recorded
uncertificated form" on a company's share register
as being held in uncertificated
form in CREST and title
to which, by virtue of
the CREST Regulations,
may be transferred by
means of CREST
"GBP", "pounds sterling", are references to the
"pence" or "p" lawful currency of the
United Kingdom
"EUR" or "Euros" are references to a lawful
currency of the European
Union
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEUKARRBNARAUA
(END) Dow Jones Newswires
October 20, 2017 02:00 ET (06:00 GMT)
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