TIDMRBD
RNS Number : 2094P
Reabold Resources PLC
09 October 2019
9 October 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
Reabold Resources Plc
("Reabold" or the "Company")
Results of Placing
Reabold, the AIM investing company which focuses on investments
in pre-cash flow upstream oil and gas projects, is pleased to
announce the successful completion of the Placing announced on 8
October 2019.
A total of 2,666,666,666 new Ordinary Shares have been
conditionally placed with new and existing institutional investors
by Stifel, at a price of 0.9 pence per new Ordinary Share, raising
gross proceeds of GBP24 million.
The Placing Price represents an 12.2 per cent. discount to the
mid-market closing price of 1.025 pence on the 8 October 2019,
being the last practicable closing price prior to the announcement
of the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares of the Company, including the right to receive all dividends
or other distributions made, paid or declared in respect of such
shares after the date of issue of the new Ordinary Shares.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is currently
expected that Admission will become effective, and that dealings in
the Placing Shares will commence on AIM, at 8.00 a.m. on 29 October
2019.
Unless defined in this announcement, defined terms used in this
announcement have the same meaning as set out in the Placing
announcement issued by the Company on 8 October 2019.
For further information please contact:
Reabold Resources plc c/o Camarco
Stephen Williams +44 (0) 20 3757 4980
Sachin Oza
Strand Hanson Limited (Nominated and Financial
Adviser)
James Spinney
Rory Murphy
James Dance +44 (0)20 7409 3494
Stifel Nicolaus Europe Limited (Sole Bookrunner)
Callum Stewart
Nicholas Rhodes
Ashton Clanfield +44 (0) 20 7710 7600
Camarco
James Crothers
Ollie Head
Billy Clegg +44 (0) 20 3757 4980
Whitman Howard Limited (Joint Broker)
Nick Lovering
Grant Barker +44 (0) 20 7659 1234
Turner Pope Investments (TPI) Ltd (Joint
Broker)
Andy Thacker
Zoe Alexander +44 (0) 20 3657 0050
General Meeting
As announced on 8 October 2019, in accordance with the Company's
articles of association, shareholder approval is required for the
Directors to issue, inter alia, the Placing Shares. Accordingly, a
General Meeting is expected to be held at the offices of Hill
Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London,
EC2A 2EW, for the purpose of passing certain Resolutions, including
to authorise the proposed Placing. It is currently anticipated that
the General Meeting will be held on or around 28 October 2019 and a
Circular containing a notice convening the General Meeting, is
expected to be despatched to Shareholders on or about 10 October
2019, outlining terms of the Placing, the Resolutions and
recommending all Shareholders to vote in favour of all the
Resolutions. Thereafter, the Circular will be available on the
Company's website at www.reabold.com.
The Placing, is conditional, inter alia, on the Resolutions
being passed by the Shareholders at the General Meeting (or an
adjournment thereof) and, in respect of the Placing, the Placing
Agreement otherwise becoming unconditional in all respects (save
for Admission) and not having been terminated in accordance with
its terms prior to Admission.
Timetable
The times and dates set out below are subject to change, and may
be adjusted by the Company in consultation with Stifel. The
timetable below also assumes that the Resolutions are passed at the
General Meeting without adjournment. In the event of any
significant changes from the below expected timetable, details of
the new times and dates will be notified to Shareholders by an
announcement on a Regulatory Information Service.
Posting of the Circular and Form of Proxy 10 October 2019
General Meeting 28 October 2019
Admission and commencement of dealings in the 29 October 2019
new Ordinary Shares*
CREST accounts to be credited with new Ordinary 29 October 2019
Shares*
* Subject to Shareholder approval at the General
Meeting
Important Information
This announcement contains 'forward-looking statements'
concerning the Company that are subject to risks and uncertainties.
Generally, the words 'will', 'may', 'should', 'continue',
'believes', 'targets', 'plans', 'expects', 'aims', 'intends',
'anticipates' or similar expressions or negatives thereof identify
forward-looking statements. Forward looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of the Company's
operations; and (iii) the effects of government regulation on the
Company's business.
These forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond the Company's
ability to control or estimate precisely, such as (i) price
fluctuations in crude oil and natural gas; (ii) changes in demand
for the Company's respective products; (iii) currency fluctuations;
(iv) drilling and production results; (v) reserves estimates; (vi)
loss of market share and industry competition; (vii) environmental
and physical risks; (viii) risks associated with the identification
of suitable potential acquisition properties and targets, and
successful negotiation and completion of such transactions; (ix)
legislative, fiscal and regulatory developments including
regulatory measures addressing climate change; (x) economic and
financial market conditions in various countries and regions; (xi)
political risks, including the risks of renegotiation of the terms
of contracts with governmental entities, delays or advancements in
the approval of projects and delays in the reimbursement of shared
costs; and (xii) changes in trading conditions. The Company cannot
give any assurance that such forward-looking statements will prove
to have been correct. The reader is cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this document. The Company does not undertake any
obligation to update or revise publicly any of the forward-looking
statements set out herein, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of the
Company or any other person following the implementation of the
Placing or otherwise.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
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. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933,
except pursuant to an exemption from registration. No public
offering of securities is being made in the United States.
The distribution of this announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Stifel that would permit
an offering of such shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Company and Stifel to inform themselves about, and
to observe, any such restrictions.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in the United States, Australia, Canada, the Republic of South
Africa or Japan or any jurisdiction in which such offer or
solicitation would be unlawful or require preparation of any
prospectus or other offer documentation or would be unlawful prior
to registration, exemption from registration or qualification under
the securities laws of any such jurisdiction.
Stifel, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as bookrunner to the
Company in relation to the Placing and is not acting for any other
persons in relation to the Placing. Stifel is acting exclusively
for the Company and for no one else in relation to the matters
described in this 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
Stifel, or for providing advice in relation to the contents of this
announcement or any matter referred to in it.
Strand Hanson, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated
adviser to the Company in relation to the Placing and is not acting
for any other persons in relation to the Placing. Stand Hanson is
acting exclusively for the Company and for no one else in relation
to the matters described in this 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 Strand Hanson, or for providing advice in relation to
the contents of this announcement or any matter referred to in
it.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Stifel
or Strand Hanson or by any of their respective affiliates or agents
as to or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
Placing Shares offer no guaranteed income and no capital
protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Stifel will only procure investors who
meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
Placing Shares.
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.
END
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