TIDMPHAR
RNS Number : 5390M
Pharos Energy PLC
22 January 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION OR
FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018.
Terms used in this announcement have the same meaning given to
them as defined in the Placing Announcement.
For immediate release
22 January 2021
Pharos Energy plc
("Pharos", or the "Company")
Results of Placing
Pharos Energy plc (LSE: PHAR.L), the Asia-MENA focussed
independent oil and gas exploration and production company, is
pleased to announce the successful completion of the Placing of new
Ordinary Shares announced yesterday (the "Placing Announcement") as
well as the concurrent Subscription and Retail Offer as defined
below (together the "Fundraise").
A total of 44,661,490 new Ordinary Shares, representing 11.2 per
cent. of the existing issued Ordinary Shares of the Company prior
to the Fundraise, will be issued in the Fundraise at the Placing
Price to raise gross proceeds of approximately US$ 11.7 million
(GBP8.6 million).
Pursuant to the Placing, which was significantly oversubscribed,
a total of 30,733,682 Placing Shares have been placed with new and
existing investors at the Placing Price raising gross proceeds of
approximately US$ 8.1 million (GBP 5.9 million). Concurrently with
the Placing, certain directors and existing shareholders have
entered into subscription agreements with the Company to subscribe
for 9,017,886 Subscription Shares at the Placing Price raising
gross proceeds of approximately US$ 2.4 million (GBP 1.7 million).
In addition, retail investors have subscribed in the Retail Offer
via PrimaryBid for 4,909,922 Retail Shares at the Placing Price
raising gross proceeds of approximately US$ 1.3 million (GBP 0.9
million).
The Placing Price of 19.25 pence represents a discount of
approximately 9.8 per cent. and a 1.2 per cent. premium to the
30-day VWAP to the closing price on 21 January 2021, the last
trading day prior to the announcement of the Fundraise.
Peel Hunt and Auctus acted as Joint Bookrunners in respect of
the Placing. The New Ordinary Shares will, when issued, be credited
as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares at that time.
Applications will be made by the Company to the FCA for
admission of the New Ordinary Shares to the Official List (Premium
Segment) and to the LSE for admission of the New Ordinary Shares to
trading on the LSE Main Market. It is expected that Admission will
occur at 8:00 am on or around 27 January 2021.
In accordance with the provision of the Disclosure Guidance and
Transparency Rules of the FCA ("DTRs"), the Company confirms that,
following Admission, its issued share capital will comprise
442,177,174 Ordinary Shares, each of which carries the right to
vote. In addition, the Company holds 9,122,268 Ordinary Shares in
treasury. Therefore, the total voting rights in the Company will be
442,177,174. This figure may be used by Shareholders 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 Company under the DTRs.
Director participation in the Fundraise
Pursuant to the Subscription and the Retail Offer, certain
directors of the Company have subscribed for in aggregate 1,958,452
New Ordinary Shares, at the Placing Price, as follows:
Director Current Shareholding % of current Shareholding % of issued
issued share on Admission share capital
capital on Admission
Edward T Story 14,320,188 3.60% 15,844,930 3.58%
--------------------- -------------- -------------- ---------------
Mike Watts 708,157 0.18% 851,533 0.19%
--------------------- -------------- -------------- ---------------
Jann Brown 573,236 0.14% 716,612 0.16%
--------------------- -------------- -------------- ---------------
Geoffrey Green - - 95,000 0.02%
--------------------- -------------- -------------- ---------------
Lisa Mitchell - - 51,958 0.01%
--------------------- -------------- -------------- ---------------
Related Party Transaction
Edward Story, a director of the Company and Ettore Contini, a
former director of the Company, who was a director within the last
12 months, have subscribed for Subscription Shares at the Placing
Price. These subscriptions totalling GBP293,513 and GBP695,614
respectively are classified as Smaller Related Party Transactions
pursuant to LR 11.1.10(1)R of the Listing Rules of the FCA. Peel
Hunt has provided confirmation pursuant to LR 11.1.10R(2)(b) in its
capacity as the Company's sponsor that the terms of the
subscription by Ettore Contini and Edward T Story are fair and
reasonable as far as the shareholders of the Company are
concerned.
Related Party Current % of current Number of Shareholding % of issued
Shareholding issued Subscription on Admission share capital
share capital Shares to on Admission
be issued
Ettore Contini 29,000,000 7.30% 3,613,577 32,613,577 7.38%
-------------- --------------- -------------- -------------- ---------------
Edward T
Story 14,320,188 3.60% 1,524,742 15,844,930 3.58%
-------------- --------------- -------------- -------------- ---------------
Ed Story, Chief Executive of Pharos Energy plc, commented:
"We are delighted to have such strong support in this equity
raising from the market, underpinned by our existing shareholders,
management team and board.
"These funds will allow us to restart our investment in the
water flood programme in the El Fayum oil fields in Egypt
imminently as we progress our farm out process. We expect this to
bring in the funding for the first phase of the full-scale
development drilling programme (oil producers and water injectors),
targeting material increases in production."
For further information, please contact:
Pharos Energy plc:
Ed Story, President & Chief Executive Officer
Jann Brown, Managing Director & Chief Financial
Officer +44 (0)20 7747
Mike Watts, Managing Director 2000
Peel Hunt (Sponsor, Joint Bookrunner and Joint
Corporate Broker):
Richard Crichton / Alexander Allen +44 (0)20 7418
Jock Maxwell Macdonald / Sohail Akbar 8900
Auctus Advisors (Joint Bookrunner):
Jonathan Wright / Rupert Holdsworth Hunt / Harry +44 (0)7711
Baker 627449
Camarco: +44 (0)20 3757
Billy Clegg / Owen Roberts / Monique Perks 4983
IMPORTANT NOTICE
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH
JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS.
This Announcement is not for public release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, the Republic of South
Africa, Japan or any other jurisdiction in which such release,
publication or distribution would be unlawful.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States, except pursuant to an applicable exemption from 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. No public offering of the
Placing Shares is being made in the United States.
No action has been taken by the Company, Peel Hunt or Auctus, or
any of their respective affiliates, or any of its or their
respective directors, officers, partners, employees, advisers
and/or agents (collectively, "Representatives") that would permit
an offer of the Placing Shares or possession or distribution of
this Announcement or any other publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing
any part of this Announcement must satisfy themselves that it is
lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) persons in member states of the European Economic Area who
are "qualified investors", as defined in Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation") ("Qualified Investors"), (b) persons in the United
Kingdom, who are qualified investors, being persons falling within
the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the " UK Prospectus Regulation"), and who
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or are
high net worth companies, unincorporated associations or
partnerships or trustees of high value trusts as described in
Article 49(2)(a) to (d) of the Order and (ii) are Qualified
Investors, or (c) otherwise, persons to whom it may otherwise
lawfully be communicated (each such person in (a), (b) and (c), a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. This Announcement must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement or the Placing
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such prospectus is
required (in accordance with either the Prospectus Regulation or
the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results, are
forward -- looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward -- looking statements. These
forward-looking statements, which may use words such as "aim",
"anticipate", "believe", "could", "intend", "estimate", "expect",
"may", "plan", "project" or words or terms of similar meaning or
the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are
a number of factors including, but not limited to, commercial,
operational, economic and financial factors, that could cause
actual results, financial condition, performance or achievements to
differ materially from those expressed or implied by these 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 changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of
other market participants, the actions of governments or
governmental regulators, or other risk factors, such as changes in
the political, social and regulatory framework in which the Company
operates or in economic or technological trends or conditions,
including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company, Peel Hunt
and/or Auctus expressly disclaims any obligation or undertaking to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise unless
required to do so by applicable law or regulation.
Peel Hunt, which is authorised and regulated by the FCA, and
Auctus, which is an appointed representative of Tamesis Partners
LLP which is authorised and regulated by the FCA, are acting
exclusively for the Company and for no one else in connection with
the Placing and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Placing or any other matter referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or
for giving advice in relation to the Placing or any other matter
referred to in this Announcement.
This Announcement is being 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 or on
behalf of Peel Hunt and/or Auctus (apart from the responsibilities
or liabilities that may be imposed by the Financial Services and
Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder) and/or by any of their respective
affiliates and/or any of their respective Representatives as to, or
in relation to, the accuracy, adequacy, fairness or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or their
respective advisers or any other statement made or purported to be
made by or on behalf of Peel Hunt, and/or Auctus and/or any of
their respective affiliates and/or by any of their respective
Representatives in connection with the Company, the Placing Shares
or the Placing and any responsibility and liability whether arising
in tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by Peel
Hunt, and/or Auctus and/or any of their respective affiliates
and/or any of their respective Representatives as to the accuracy,
fairness, verification, completeness or sufficiency of the
information or opinions contained in this Announcement or any other
written or oral information made available to or publicly available
to any interested party or their respective advisers, and any
liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax
advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the main
market for listed securities of the London Stock Exchange.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
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END
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