TIDMSLE
RNS Number : 7355O
San Leon Energy PLC
01 June 2015
1 June 2015
San Leon Energy PLC
("San Leon" or "the Company")
Proposed Conditional Placing and Share Capital
Reorganisation
San Leon Energy plc ("the Company" or "San Leon"), the AIM
listed company focused on oil and gas exploration in Europe and
North Africa, announces a major fundraising pursuant to a proposed
conditional placing (the "Placing") of New Ordinary Shares in the
Company. The Placing is subject to, inter alia:
-- shareholder approval at an Extraordinary General Meeting ("EGM") to be called shortly;
-- the Company undergoing a Share Capital Reorganisation
consisting of subdivision and consolidation of the issued Existing
Ordinary Shares resulting in New Ordinary Shares with a nominal
value of EUR0.01 each to be approved at the EGM; and
-- the granting of a Rule 9 Waiver by the Irish Takeover Panel
in relation to Tosca's subscription as described below.
Pursuant to the Placing, the Company has conditionally agreed to
raise GBP29 million from existing and new shareholders by
conditionally agreeing to place 36,250,000 New Ordinary Shares at a
price of 80 pence per share (equivalent to 0.8p per Existing
Ordinary Share before the Share Capital Reorganisation described
below). The Placing will therefore effect an increase in the issued
share capital (adjusted for the Share Capital Reorganisation) of
approximately 143%.
The Company has entered into a conditional placing agreement
with Brandon Hill Capital Limited ("Brandon Hill") who is acting as
bookrunner and broker to the Placing.
The Placing will put the Company in a position of strength with
regard to existing and future operations and will fund growth. San
Leon is intent on transforming its focus from exploration to
appraisal, development and production, thus securing operational
cash flow. A full description of the use of Placing proceeds is
contained in the second part of this announcement. The main reasons
for the Placing are to:
-- enable the Company to retain the Barryroe NPI rather than
monetising it to fund operations. The Company expects to benefit
from considerable cash flow arising out of the NPI, in excess of
$700 million over the field life (based on internal economic
calculation, using figures from the Providence 2013 CPR summary and
current price projections);
-- provide any incidental capital, to develop the Rawicz and
Siekierki fields. Rawicz has been the subject of recent RNS
statements on 22 February 2015, 6 March 2015 and 19 May 2015,
describing the highly successful test results from the Rawicz-12
well, and the reserves allocated as a result;
-- enable commitment wells to be drilled onshore Morocco (on the
Tarfaya licence, targeting gas in Tertiary channel sands, spudding
Q3 2015) and in Albania (on the Durresi licence, targeting oil with
associated gas in Burdigalian carbonates, from an onshore location
to an offshore target, spudding Q4 2015);
-- allow the exploitation of other high value existing assets within the Company's portfolio;
-- provide general working capital; and
-- enable acquisitions where they would enhance the new Company
strategy at a time when a proven Operator with liquidity is in a
strong buying position.
The Company continues to undertake a significant review of its
portfolio and costs, with the intention of materially lowering its
cost base, and further details will be provided in due course. This
review will not affect the Company's core business.
Toscafund Asset Management LLP ("Tosca") has entered into a
conditional placing commitment for the amount of GBP16 million as
part of the Placing. In addition to its current shareholding of
approximately 22% in the Company, this investment would take
Tosca's total shareholding after the Placing to approximately
41.5%. An application for a Rule 9 Waiver in relation to Tosca's
proposed shareholding will be made to the Irish Takeover Panel. An
EGM will be held to approve the Placing. The date of the EGM is
subject to further notice, anticipated to be no later than 16 July
2105.
Whitman Howard has assisted the Company during discussions
regarding the Placing with certain shareholders.
Oisin Fanning, San Leon Executive Chairman, commented:
"We are very grateful for the strong support of the existing and
new investors in the Placing. In particular, the proposed
significant increase in Tosca's interest speaks volumes about their
belief in the Company's future and growth prospects. The funds will
help transform San Leon into a cash-generating producer, and will
bring other assets towards development. The three existing assets
expected to generate cash in the coming years (Rawicz, Siekierki
and Barryroe) will be the foundation for significant growth and the
creation of shareholder value."
For further information contact:
San Leon Energy plc
Oisin Fanning, Executive
Chairman +353 1291 6292
+44 (0) 20
Brandon Hill Capital 3463 5000
Oliver Stansfield
Jonathan Evans
Whitman Howard (advisors) +44 (0) 20
Niall Devins 7659 1234
finnCap Ltd
Corporate Finance
Matt Goode
Christopher Raggett
Corporate Broking +44 (0) 20 7220
Joanna Weaving 0500
Macquarie Capital (Europe)
Limited
Jon Fitzpatrick +44 (0) 20 3037
Nicholas Harland 2000
Westhouse Securities
Ltd
Nominated Adviser
Richard Johnson +44 (0) 20 7601
Antonio Bossi 6100
Vigo Communications
Financial Public Relations
Chris McMahon +44 (0) 20 7016
Alexandra Roper 9572
Plunkett Public Relations +353 (0) 1 280
Sharon Plunkett 7873
www.sanleonenergy.com
Proposed Conditional Placing of 36,250,000 New Ordinary
Shares
Share Capital Reorganisation
and
Extraordinary General Meeting
1. INTRODUCTION
The Company is pleased to announce a conditional placing of
36,250,000 New Ordinary Shares (the " Placing Shares") with
institutional and other investors at a placing price of 80p per New
Ordinary Share, to raise approximately GBP29 million (before
expenses) (the "Placing"). The Placing Price assumes, and the
Placing is conditional (inter alia) upon, the approval and
completion of the Share Capital Reorganisation, which is described
further below, and is equivalent to 0.8p per Existing Ordinary
Share. In addition, the Company presently has a very large number
of Existing Ordinary Shares in issue, each of which has a nominal
value of EUR0.05 (approximately 3.6p). In order to implement the
Placing, the Company is proposing the Share Capital Reorganisation,
which would consolidate every 100 of its Existing Ordinary Shares
into one New Ordinary Share in order to reduce the number of shares
in issue and reduce the effective nominal value of the Company's
ordinary shares.
The Share Capital Reorganisation and the Placing are conditional
inter alia upon the passing of the necessary Resolutions by the
Company's shareholders at an Extraordinary General Meeting to be
convened in due course. It is anticipated that the Extraordinary
General Meeting will be held at the Herbert Park Hotel,
Ballsbridge, Dublin 4, Ireland at 11.00 a.m. on or about 16 July
2015, but the location, time and date will be confirmed when the
Circular convening the Extraordinary General Meeting is posted.
Additionally, completion of the Placing would result in Tosca,
which has conditionally agreed to subscribe for 20,000,000 Placing
Shares (GBP16 million), holding a maximum of 41.5 per cent. of the
Company's issued ordinary share capital. This would oblige Tosca to
make a mandatory offer for the ordinary share capital of the
Company not held by Tosca under Rule 9 of the Irish Takeover Rules
unless a waiver of such obligation is granted by the Takeover Panel
and such Rule 9 Waiver is approved by the Company's Independent
Shareholders at the Extraordinary General Meeting. Accordingly, the
Company will apply to the Takeover Panel to obtain a Rule 9 Waiver
under the Irish Takeover Rules in relation to Tosca's participation
in the Placing. If the Rule 9 Waiver is not granted by the Takeover
Panel or if the Rule 9 Waiver is not approved by Independent
Shareholders at the Extraordinary General Meeting then Tosca would
not be obliged to participate in the Placing and the proceeds of
the Placing would be only GBP13 million. Further details of the
Rule 9 Waiver are set out below.
Application will be made to AIM for the New Ordinary Shares
(including the Placing Shares) to be admitted to trading on AIM
which, subject to the passing of the Resolutions, is anticipated to
be on 8.00 a.m. on 17 July 2015 ("Admission").
2. BACKGROUND TO AND REASONS FOR THE PLACING AND STRATEGIC
OPPORTUNITIES
Existing Operations
Barryroe NPI (4.5 per cent. Net Profit Interest)
Over the last two years, the Company has received a number of
expressions of interest in its 4.5 per cent. net profit interest in
the Barryroe field in the Celtic Sea, offshore Ireland (the
"Barryroe NPI"). Providence Resources is the operator of this field
and has conducted extensive farm-out efforts over the past two
years, led by their advisors Rothschilds. Currently there has been
no confirmed offer to farm in to the Barryroe field. Rather than
accept an offer for the Barryroe NPI, which in the management's
view, considering current energy market conditions, would be
considerably below its worth, the Company has determined to retain
the Barryroe NPI and conduct the Placing in order to retain
shareholder value and access the considerable expected cashflow
from the Barryroe NPI which is estimated to commence in 2018.
Rawicz (35 per cent. interest)
In February 2015, the Company and its joint venture partners,
Palomar Natural Resources ("Palomar"), made a significant gas
discovery at the Rawicz field in Poland, capping over five years of
exploration efforts by San Leon in one of the highest-priced gas
markets in Europe. This is expected to be the largest gas
development in Poland for 20 years, and first gas is expected by
early 2016 thereby forming the Company's first material cash
flow.
Siekierki (35 per cent. interest)
Operational work on the Siekierki field, also in partnership
with Palomar, is expected to begin in the coming months and is
intended to form the second cash flow stream from existing assets
located therein.
While well activity in 2015 on both assets carries no up-front
cost to the Company in accordance with the terms of the carry
agreed with Palomar, modest investment is required for facilities
and pipelines unless otherwise funded by the expected debt
financing. Well activity on three wells will be carried by Palomar
and envisages workovers on existing wells (such as Trzek-1,
Trzek-2H and Trzek-3H) based upon the results of the geotechnical
evaluation programme of each well.
Other high-impact assets, and in particular the Baltic Basin
shale licences in Poland, continue to attract material farm-in
interest despite the challenging industry environment.
Morocco and Albania
Morocco and Albania are both attractive assets for the Company,
and carry work commitments. In order to meet these work commitments
a well will be drilled on the Tarfaya licence (onshore Morocco, 100
per cent. paying interest), and one on the Durresi licence
(Albania, drilling from an onshore location to an offshore target,
100 per cent. interest).
Further details of the Company's operations can be found on the
Company's website, www.sanleonenergy.com.
Strategic Opportunities
The dramatic drop in oil prices over the last six months has
fundamentally altered the commercial environment for all
international oil and gas companies. Product prices are down, which
has led to a decrease in the costs of services and asset values.
For an entity with the access to capital, it is an ideal time to
exploit existing development assets to target cash flow and
potentially to acquire development and low-risk exploration and
appraisal assets. The Placing is intended to alter the long-term
strategy of the Company as in the future the portfolio balance will
be weighted towards asset development and production (in order to
secure cash flow) rather than early-stage exploration.
The Company sees opportunity, as an established operator with
its own onshore 3D seismic subsidiary, in acquiring development or
producing assets, or low-risk exploration assets in the current
buyers' market. Discussions are advanced with several groups
regarding the provision of debt financing for producing assets. The
Company is also evaluating the potential to expand its North
African portfolio of assets to other parts of Africa.
3. USE OF PROCEEDS
The Company intends to use the net proceeds from the Placing as
follows:
-- To provide any capital requirements to target cash flow from
the Rawicz and Siekierki fields. Given that the next well on Rawicz
will be at no up-front cost to the Company, and activity on the
first three Siekierki wells is fully carried, such net capital
requirement is likely to be GBP2 to 4 million, with cash flow from
production expected to begin in 2016. The intention is to secure
project finance to cover most, or all, of these costs, so funds
will be a back-up to such financing.
-- To drill some of the most promising prospects that the
Company has generated over the past five years, including an
onshore Tertiary play on the Tarfaya licence in Morocco
(approximately GBP3 million), and a well on the Durresi block in
Albania (where the offshore carbonate target will be accessed by
directional drilling from an onshore location, approximately GBP5
million). Both wells are expected to be drilled in 2015.
-- To provide general working capital, including licence
maintenance and technical evaluations.
-- To apply the balance of net Placing proceeds of up to GBP15
million to funding the Company's share of farmed-out projects
should there be any such costs, as well as to target any low-risk
acquisition opportunities in the current market climate.
Taking into account the net proceeds of the Placing, and
conditional upon the Placing completing, the Directors are of the
opinion that the Company has sufficient working capital for the
foreseeable future, that is for at least 12 months from the date of
Admission.
4. CURRENT TRADING AND PROSPECTS
The Company's development assets comprise Rawicz (35 per cent.),
Siekierki (35 per cent.) and the Barryroe NPI, which management
expects will start generating cash flow in 2016, with aggregate
cash flow in excess of US$40 million per annum by the end of 2018.
On the basis of the Company's internal estimates(1) , the aggregate
NPV10 (pre-tax) of these assets is expected to be in excess of
US$400 million.
On 30 September 2014 the Company announced its interim results
for the period ended 30 June 2014. Cash and cash equivalents,
including restricted cash, at 30 June 2014 amounted to EUR20.9
million. It is expected that the Company's results for the year
ended 31 December 2014 will be announced at the end of June 2015.
At the period end, unaudited cash and cash equivalents, was
approximately EUR7 million (restricted and unrestricted).
Investors' specific attention is directed to the following recent
market and operations updates made by the Company, which are
available on the Company's website:
(i) Rawicz - 12: Update and Field Reserves dated 19 May 2015.
(ii) Rawicz - 12: Well Test Completion dated 6 March 2015.
(iii) Rawicz - 12: Commercial Gas Discovery dated 25 February 2015.
(iv) Operations Update dated 21 January 2015.
The Company announced on 26 May 2015, that it received the
findings of the International Court of Arbitration of the
International Chamber of Commerce, which provide for a total
payment by Aurelian Oil & Gas (a subsidiary of San Leon) of
approximately GBP13 million in relation to the purchase of Avobone
Poland B.V.'s and Avobone N.V.'s (together "Avobone") 10 per cent.
shares and loans in Energia Zachód Sp. z o.o., the titleholder of
the Siekierki asset. The Company is filing an immediate appeal and
will defend its position vigorously as it remains convinced that
the case is substantially without merit.
Whilst the Company has sufficient cash on hand and other
facilities to meet its current work commitments, the Board believes
that the Placing funds will enable the Company to expand its
operations and, together with revenue from production, will help
cover the Company's financial requirements for the foreseeable
future.
The Placing is conditional upon, amongst other things, the
passing of the Resolutions and, accordingly if the Resolutions are
not passed, the Placing will not complete. In such circumstances
the Company would be required to seek alternative sources of
funding in order to progress its proposed strategy.
(1) Estimates generated by the Company and not independently
verified by a competent person
5. DETAILS OF THE PLACING
The Company has today entered into a placing agreement (the
"Placing Agreement") with Brandon Hill pursuant to which Brandon
Hill has, as agent for the Company, placed 36,250,000 New Ordinary
Shares with institutional and other investors at a placing price of
80p per New Ordinary Share, to raise approximately GBP29 million
(before expenses). The Placing Price assumes, and the Placing is
conditional (inter alia) upon, the approval and completion of the
Share Capital Reorganisation and the passing of the other necessary
Resolutions at the EGM, and is equivalent to 0.8p per Existing
Ordinary Share, representing a discount of approximately 27 per
cent. to the Company's closing mid-price of 1.1p on 29 May 2015,
the last business day prior to the issue of this Announcement.
The Placing Shares will, if issued in full, represent
approximately 58.8 per cent. of the issued ordinary share capital
of the Company as it is expected to be immediately following
completion of the Share Capital Reorganisation and the Placing,
assuming no outstanding options, warrants or other convertible
securities are exercised prior to such time.
The Placing Shares will be issued credited as fully paid and
will rank pari passu with the other New Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid on or in respect of such shares after their
date of issue, being the date of Admission.
Under the terms of the Placing Agreement, the Company will: (i)
pay to Brandon Hill certain commissions relating to the placing of
the Placing Shares conditional upon Admission becoming effective;
and (ii) give customary warranties, undertakings and indemnities to
Brandon Hill in each case in respect of the services provided by
Brandon Hill in connection with the Placing. The Placing Agreement
may be terminated by Brandon Hill at its discretion at any time
prior to Admission in certain circumstances, including amongst
others, in circumstances where any warranties are found to be
untrue, inaccurate or misleading in any material respect or any
material adverse event occurs.
The Placing is not being underwritten by Brandon Hill or any
other person.
Rule 9 Waiver
Tosca has a holding of 558,580,412 Existing Ordinary Shares,
representing 22.0 per cent. of the total issued Existing Ordinary
Shares. Under the Irish Takeover Rules, certain persons are
presumed as a matter of law to be acting in concert with Tosca,
namely its affiliated persons and the Directors of the Company.
Tosca and the persons deemed to be acting in concert with it
(together the "Concert Party") currently hold 702,447,593 Existing
Ordinary Shares, representing 27.7 per cent. of the total issued
Existing Ordinary Shares. The Panel will be requested to grant a
rebuttal of the presumption in the Irish Takeover Rules that the
Directors of the Company are deemed to be acting in concert with
Tosca.
Pursuant to the Placing, Tosca is conditionally subscribing for
20,000,000Placing Shares at the Placing Price. Immediately after
Admission, Tosca will hold a maximum of 25,585,804 New Ordinary
Shares, representing 41.53 per cent. of the Company's issued share
capital following the Share Capital Reorganisation and as enlarged
by the Placing, and assuming that no options or other convertible
securities are exercised prior to Admission.
As a result, the Concert Party, or any member of the Concert
Party as the Takeover Panel may direct, would become obliged under
rule 9 of the Irish Takeover Rules to make a general offer for the
balance of the New Ordinary Shares in issue following the Share
Capital Reorganisation unless such obligations were waived by the
Takeover Panel. The Takeover Panel will be requested to grant a
waiver of any such obligations (the "Rule 9 Waiver") which is
expected to be granted subject to the following conditions:
(i) a resolution will be proposed as an ordinary resolution (the
"Rule 9 Waiver Resolution") at the EGM to be convened by the
Company pursuant to which the Independent Shareholders will be
requested to approve the increase in the aggregate percentage of
the total New Ordinary Shares held by Tosca following the Placing
of up to 41.5 per cent. Only Independent Shareholders may vote on
the Rule 9 Waiver Resolution. If no rebuttal is obtained from the
Panel in respect of the presumption that the Directors of the
Company are deemed to be acting in concert with Tosca the Rule 9
Waiver Resolution will be proposed in respect of up to 43.9 per
cent of the total New Ordinary Shares; and
(ii) that a Circular is prepared by the Company in accordance
with the Irish Takeover Rules and such Circular is approved by the
Takeover Panel in that respect only.
The participation of Tosca in the Placing is conditional upon
the same conditions as the participation of the other Placees but
will also be entirely conditional upon the Company obtaining the
Rule 9 Waiver and the passing by Independent Shareholders of the
Rule 9 Waiver Resolution. If the Rule 9 Waiver is not obtained and
the Rule 9 Waiver Resolution is not passed by Independent
Shareholders then Tosca will have no obligation to fulfil its
participation in the Placing and the proceeds of the Placing will
be only GBP13 million. However, the participation of Placees other
than Tosca in the Placing is not conditional upon the granting of
the Rule 9 Waiver and/or the passing of the Rule 9 Waiver
Resolution and, therefore, the participation of such other Placees
in the Placing is not conditional upon Tosca's participation in the
Placing completing.
The Placing is also conditional upon, amongst other things:
(i) the passing, without amendment, of the Resolutions at the EGM and the Share Capital Reorganisation taking effect;
(ii) the Placing Agreement having become unconditional in
respect of the Placing (save for Admission) and not having been
terminated in accordance with its terms prior to Admission;
(iii) Admission becoming effective on or before 8.00 a.m. on 17
July 2015 or such later date as the Company and Brandon Hill may
agree, being no later than 8.00 a.m. on 14 August 2015.
Application will be made to the London Stock Exchange for
Admission of the New Ordinary Shares (including the Placing Shares)
and it is expected that Admission will become effective and that
dealings in the Placing Shares will commence on AIM at 8.00 a.m. on
17 July 2015.
Shareholders should note that the Placing has been concluded as
a private placing and there is no offer of Placing Shares to
Shareholders or any member of the public.
The Placing is conditional upon, amongst other things, the
passing of the Resolutions and, accordingly if the
Resolutions are not passed, the Placing will not complete.
Related Party Transaction
As part of the Placing, Tosca, a substantial shareholder in the
Company and a related party (as defined by the AIM Rules), is
subscribing for 20,000,000 Placing Shares at the Placing Price.
Tosca is subscribing for Placing Shares on the terms and conditions
set out above and will not be offered any beneficial
arrangement.
Tosca currently holds 558,580,412 Existing Ordinary Shares in
the Company, representing 22.0 per cent. of the Company's issued
share capital. Immediately after Admission and completion of the
Share Capital Reorganisation, and assuming that the Rule 9 Waiver
is granted and the Rule 9 Waiver Resolution is passed by
Independent Shareholders, Tosca will hold 25,585,804 New Ordinary
Shares, representing 41.5 per cent. of the Company's issued share
capital following the Share Capital Reorganisation and as enlarged
by the Placing, and assuming that no options, warrants or other
convertible securities are exercised prior to Admission.
The subscription by Tosca for these New Ordinary Shares
constitutes a related party transaction for the purposes of the AIM
Rules. The Directors of the Company, having consulted with
Westhouse Securities, the Company's nominated adviser, consider the
terms of such subscription for shares by Tosca to be fair and
reasonable insofar as the shareholders of the Company are
concerned.
6. SHARE CAPITAL REORGANISATION
The Company's share capital now comprises 2,535,589,975 Existing
Ordinary Shares each with a nominal value of EUR0.05. The Existing
Ordinary Shares have for some time been trading on AIM at a price
below their nominal value of EUR0.05 per share. The issue and
allotment of new shares by an Irish incorporated company at a price
below their nominal value is prohibited by Irish company law and
accordingly the ability of the Company to raise funds by way of the
issue of further equity has been restricted.
In addition, as a consequence of having a very large number of
Existing Ordinary Shares, with a very low share price, small
movements in the share price can result in large percentage
movements and therefore considerable volatility. The Share Capital
Reorganisation will reduce the number of shares in issue and result
in a commensurately higher share price that will be at a level that
the Directors believe is more appropriate for a company of the
Company's size and should be more attractive to a greater number of
potential investors.
In anticipation of the Share Capital Reorganisation Resolutions
being passed by Shareholders, the Company will, immediately prior
to the EGM, issue such number of Existing Ordinary Shares of
EUR0.05 each (not exceeding 99) as will result in the total number
of shares of the Company in issue being exactly divisible by 100.
Assuming no further Existing Ordinary Shares are issued between the
date of this notice and the Record Time, the Company's issued share
capital will consist of 61,605,900 New Ordinary Shares after the
Share Capital Reorganisation and completion of the Placing.
Impact of the Share Capital Reorganisation
It is proposed that the Share Capital Reorganisation will
consist of the following steps:
(a) each Existing Ordinary Share in issue will be sub-divided
into one Intermediate Ordinary Share of EUR0.0001 each and 499
Deferred Shares of EUR0.0001 each;
(b) every one hundred Intermediate Ordinary Shares in issue will
then be consolidated into one New Ordinary Share of EUR0.01
each;
(c) each authorised but un-issued Existing Ordinary Share will
be sub-divided into five (5) New Ordinary Shares;
(d) no shareholder may hold a fraction of a share and
accordingly fractional entitlements arising out of the
consolidation under sub-paragraph (b) above will be aggregated into
New Ordinary Shares and will be sold in the market after the Share
Capital Reorganisation has become effective; and
(e) amendment of the Company's Articles to set out the rights
and restrictions attaching to the Deferred Shares.
Following the Share Capital Reorganisation, although each holder
of New Ordinary Shares will hold fewer New Ordinary Shares than
their holding of Existing Ordinary Shares prior to the Share
Capital Reorganisation, each Shareholder's proportionate interest
in the ordinary share capital of the Company will, save for minor
adjustments as a result of the fractional entitlement provisions
set out below, and save for the dilution attributable to the
Placing, remain unchanged. It is only the number of ordinary shares
in issue and the nominal value of such ordinary shares which will
have changed as a result of the Share Capital Reorganisation and,
other than this, each New Ordinary Share will carry the same rights
and entitlements as set out in the Company's Articles of
Association that currently attach to the Existing Ordinary Shares.
The New Ordinary Shares will rank equally with one another. As
further detailed below, the Deferred Shares will have no valuable
economic rights.
Additionally, the Share Capital Reorganisation will not have any
impact on the Company's net assets as no change in the total
aggregate nominal value of the Company's issued share capital will
occur. Following the Share Capital Reorganisation, and assuming no
further shares in the Company are issued after the date of this
announcement (save for those Existing Ordinary Shares that the
Company intends to issue so as to ensure that the total number of
Existing Ordinary Shares in issue is exactly divisible by 100), the
Company's issued share capital will consist of 61,605,900 New
Ordinary Shares and 1,265,259,397,525 Deferred Shares.
Application will be made to AIM for the New Ordinary Shares to
be admitted to trading. The last day of trading on AIM for the
Existing Ordinary Shares is expected to be 16 July 2015, with
trading in the New
Ordinary Shares expected to commence at 8.00 a.m. on 17 July
2015.
Following the Share Capital Reorganisation, the Company's new
ISIN Code will be IE00BWVFTP56 and its new SEDOL Code will be
BWVFTP5.
The Deferred Shares will have no voting or dividend rights and,
on a return of capital on a winding up, will have no valuable
economic rights. No share certificates will be issued in respect of
the Deferred Shares, nor will stock accounts in CREST be credited
with any entitlement to Deferred Shares, nor will they be admitted
to trading on AIM or any other investment exchange.
Warrants
There are currently 57,064,656 warrants outstanding in relation
to the share capital of the Company. The range of exercise prices
of outstanding warrants is GBP0.11 to GBP0.125 and the warrants
expire between 31 December 2015 and 31 December 2016. As at 29 May
2015, being the latest practicable date prior to this announcement,
if exercised these warrants would be equivalent to a total of 2.25
percent. of the Company's issued ordinary share capital.
The Share Capital Reorganisation constitutes an adjustment event
under the warrant terms and therefore the number of warrants and
their exercise price will be adjusted pursuant to those adjustment
terms. Warrant holders will shortly receive a letter outlining the
proposed amendments to the warrants.
Share Options
There are currently 134,738,503 share options outstanding in
relation to the share capital of the Company. The range of exercise
prices of outstanding options is from GBP0.04 to GBP0.62. As at 29
May 2015, being the latest practicable date prior to this
announcement these share options are equivalent to a total of 5.31
per cent. of the Company's issued ordinary share capital.
The Share Capital Reorganisation constitutes an adjustment event
under the terms of the Share Schemes and therefore the number of
options and the option price will be adjusted pursuant to the terms
of the Share Schemes. Option holders will shortly receive a letter
outlining the proposed amendments to the share options.
Fractional Entitlements
Unless a holding of Existing Ordinary Shares at the Record Time
is exactly divisible by 100, the Share Capital Reorganisation would
result in a fractional entitlement to a New Ordinary Share.
Shareholders cannot hold fractional entitlements to New Ordinary
Shares and so such fractional entitlements will be aggregated by
the Directors and sold in the market. The net proceeds of any such
sale (after the deduction of the expenses of the sale) will be
distributed pro rata to the relevant Shareholders, provided always
that no payment will be made to any Shareholder who is entitled to
receive a payment of EUR2.54 or less. In accordance with article 45
of the Articles of the Company, amounts of EUR2.54 or less that
would otherwise be payable to Shareholders will be retained for the
benefit of the Company. Entitlement to New Ordinary Shares will be
rounded down to the nearest whole number. This means that any
Shareholder who holds fewer than 100 Existing Ordinary Shares
immediately prior to the Share Capital Reorganisation will not hold
any New Ordinary Shares on Admission.
Where a person is entitled to a payment in respect of fractional
entitlements (i.e. that person is entitled to receive an amount in
excess of EUR2.54), such payment is expected to be despatched soon
thereafter by CREST payment or by cheque. CREST Shareholders will
receive the relevant fractional entitlement payment via their CREST
accounts. Non-CREST Shareholders, regardless of whether they have
an existing mandate to a bank or building society account, will
receive a cheque in respect of the relevant fractional entitlement
payment.
Deferred Shares and amendments to the Articles of
Association
As a result of the creation of the Deferred Shares at the EGM
the Company will propose a Resolution to effect an amendment to the
Articles to set out the rights and restrictions attaching to the
Deferred Shares. Copies of the proposed Memorandum and Articles
will be available for inspection.
The Deferred Shares which will be created on the Share Capital
Reorganisation becoming effective will have no voting or dividend
rights, will not carry any entitlement to attend general meetings
of the Company and, on a return of capital on a winding up, will
have no valuable economic rights. The Deferred Shares will only be
entitled to a payment on a return of capital or winding up of the
Company (but not otherwise) after payment of the amounts entitled
to be paid to holders of the New Ordinary Shares and the further
payment of EUR10,000,000 on each such New Ordinary Share.
Additionally, the Deferred Shares are not transferable without the
prior written consent of the Company. As such, the Deferred Shares
will be effectively valueless as they will carry very limited
rights. The Deferred Shares will not be admitted to trading on AIM,
no share certificates will be issued in respect of the Deferred
Shares and they may not be held in CREST.
7. EXTRAORDINARY GENERAL MEETING
The EGM of the Company at which the Resolutions will be proposed
will be convened as soon as practicable and it is the Company's
intention that the EGM will be held no later than 17 July 2015. The
precise date of the EGM will depend upon when, and if, the Takeover
Panel grants the Rule 9 Waiver and approves the Circular, and an
announcement confirming the date, time and location of the EGM will
be made by the Company when the Circular is posted.
At the EGM, authority will be sought from Shareholders to carry
out the Share Capital Reorganisation and facilitate the issue of
the Placing Shares pursuant to the Placing. If passed at the EGM,
the Resolutions will:
(i) implement the Share Capital Reorganisation;
(ii) confer upon the Directors the authority to issue (A) the
New Ordinary Shares pursuant to the Placing and (B) relevant
securities including New Ordinary Shares of an amount up to 33.33
per cent. of the issued ordinary share capital of the Company as
increased by the issue of the Placing Shares;
(iii) empower the Directors to dis-apply statutory pre-emption
rights in respect of (A) the issue of the Placing Shares and (B)
the issue of equity securities of an amount up to ten per cent. of
the issued share capital of the Company as enlarged by the Placing
Shares;
(iv) amend the Memorandum and Articles of Association in order
to take account of the Companies Act, 2014 (which is scheduled to
come into effect on 1 June 2015), align the Company's Articles with
those of comparable companies and set out the rights of the
Deferred Shares; and
(v) provided that the Rule 9 Waiver has been granted by the
Takeover Panel, approve the Rule 9 Waiver.
The Placing in respect of the Placees other than Tosca is
conditional upon, amongst other things, the passing of Resolutions
(i) to (iv) above. The Placing in respect of Tosca is conditional
upon, amongst other things, the passing of Resolutions (i) to (v)
above.
All Shareholders on the register at the requisite time will be
eligible to vote on all the Resolutions, with the exception of the
Rule 9 Waiver Resolution. Only Independent Shareholders will be
eligible to vote on the Rule 9 Waiver Resolution which, pursuant to
the Rule 9 Waiver conditions expected to be imposed by the Panel,
would be conducted by way of a poll. All Independent Shareholders
on the register at the requisite time will be eligible to vote on
the Rule 9 Waiver Resolution. The full text of the Resolutions will
be set out in the Circular.
If the Waiver is not granted by the Takeover Panel within a
reasonable period of time then the Company may proceed with
convening the EGM for the purposes of proposing the necessary
Resolutions to approve the Placing without the participation of
Tosca.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing and 1 June 2015
Share Capital Reorganisation
------------------------------------- ----------------
Posting of the Circular 22 June 2015
------------------------------------- ----------------
Latest time and date for receipt 11.00 a.m. on
of Forms of Proxy 14 July 2015
------------------------------------- ----------------
Extraordinary General Meeting 11.00 a.m. on
16 July 2015
------------------------------------- ----------------
Last day of dealings on AIM in 16 July 2015
the Existing Ordinary Shares
------------------------------------- ----------------
Record date and time for the Share 6.00 p.m. on
Capital Reorganisation 16 July 2015
------------------------------------- ----------------
Admission and commencement of 8.00 a.m. on
dealings in the New Ordinary Shares 17 July 2015
and the Placing Shares on AIM
------------------------------------- ----------------
CREST Accounts credited with New 17 July 2015
Ordinary Shares
------------------------------------- ----------------
Despatch of new share certificates by 24 July 2015
in respect of New Ordinary Shares
to certificated Shareholders
------------------------------------- ----------------
Notes:
(i) Each of the times and dates shown above and elsewhere in
this document are subject to change. In particular, the date of
posting of the Circular, the date of the EGM and therefore the date
of Admission and other key dates outlined above are dependent on
when, and if, the Takeover Panel grants the Rule 9 Waiver. When the
Circular is posted the Company will make an announcement confirming
the timetable.
(ii) References to time in this document are to London time
unless otherwise stated.
(iii) If any of the above times and/or dates change, the revised
time(s) and/or date(s) will be notified to Shareholders by
announcement through a Regulatory Information Service.
SHARE CAPITAL REORGANISATION AND PLACING STATISTICS
Number of Existing Ordinary Shares 2,535,589,975
------------------------------------------ ---------------
Number of New Ordinary Shares (excluding
the Placing Shares) following
completion of the Share Capital
Reorganisation (2 3) 25,355,900
------------------------------------------ ---------------
Number of Placing Shares being
placed on behalf of the Company 36,250,000
------------------------------------------ ---------------
Placing Price per Placing Share 80 pence
(4)
------------------------------------------ ---------------
Number of New Ordinary Shares in
issue immediately following completion
of the Placing, including the Placing
Shares (2 3) 61,605,900
------------------------------------------ ---------------
Number of New Ordinary Shares being 58.8 per cent.
placed as a percentage of the enlarged
issued share capital of the Company
immediately following completion
of the Placing (2 3)
------------------------------------------ ---------------
Gross proceeds of the Placing GBP29 million
------------------------------------------ ---------------
ISIN for Existing Ordinary Shares IE00B3CLK236
------------------------------------------ ---------------
ISIN for New Ordinary Shares IE00BWVFTP56
------------------------------------------ ---------------
SEDOL for New Ordinary Shares BWVFTP5
------------------------------------------ ---------------
(2) Assumes that no Existing Ordinary Shares are issued
following the date of this Announcement and prior to the completion
of the
Share Capital Reorganisation and the Placing and excluding the
Deferred Shares which are non-voting, and assumes Tosca's full
participation in the Placing.
(3) Assumes no fractional entitlements arising from Share
Capital Reorganisation
(4) Equivalent to 0.8p per Existing Ordinary Share
DEFINITIONS
The following definitions apply throughout this document, unless
the context otherwise requires:
"EUR" or " EUR" Euro, the lawful currency
of Ireland.
------------------------------- -----------------------------------
"GBP" Pounds Sterling, the
lawful currency of the
United Kingdom.
------------------------------- -----------------------------------
"2013 Annual Report" the annual report and
accounts of the Company
for the financial year
ended 31 December 2013.
------------------------------- -----------------------------------
"2014 Act" the Companies Act, 2014
of Ireland.
------------------------------- -----------------------------------
"Admission" admission of the New
Ordinary Shares, including
the Placing Shares, to
trading on AIM becoming
effective in accordance
with Rule 6 of the AIM
Rules.
------------------------------- -----------------------------------
"AIM" the market of that name
operated by the London
Stock Exchange.
------------------------------- -----------------------------------
"AIM Rules" the rules for AIM Companies
issued by the London
Stock Exchange, from
time to time.
------------------------------- -----------------------------------
"Announcement" this announcement.
------------------------------- -----------------------------------
" Articles" the articles of association
of the Company.
------------------------------- -----------------------------------
"Articles Amendment" the amendments proposed
to the Company's Articles.
------------------------------- -----------------------------------
"Barryroe NPI" the 4.5 per cent. net
profit interest granted
by Providence Resources
plc pursuant to the agreement
dated 22 December 2011
entered into between
Providence Resources
plc and Island Expro
Limited.
------------------------------- -----------------------------------
"Board" or "Directors" the directors of the
Company.
------------------------------- -----------------------------------
"Brandon Hill" Brandon Hill Capital
Limited, the Company's
sole bookrunner for the
Placing and joint broker.
------------------------------- -----------------------------------
"Business Day" a day on which dealings
take place on the London
Stock Exchange.
------------------------------- -----------------------------------
"Circular" the document to be sent
to Shareholders shortly
to approve the Placing
and convene the EGM at
which the Share Capital
Reorganisation will be
implemented
------------------------------- -----------------------------------
"Company" San Leon Energy plc,
a company incorporated
in Ireland with limited
liability under the Companies
Acts, 1963 to 1990, with
registration number 237825
and whose registered
office is at First Floor,
Wilton
Park House, Wilton Place,
Dublin 2, Ireland.
------------------------------- -----------------------------------
"Consolidation" the share capital consolidation
to be proposed pursuant
to and as part of the
Share Capital Reorganisation
Resolutions whereby,
if such Share Capital
Reorganisation Resolution
is approved by the
Shareholders, every one
hundred Intermediate
Ordinary Shares will
be consolidated into
one New Ordinary Share.
------------------------------- -----------------------------------
"CREST" the computer based system
and procedures which
enable title to securities
to be evidenced and transferred
without a written instrument,
administered by Euroclear.
------------------------------- -----------------------------------
"Deferred Shares" the deferred shares of
EUR0.0001 each in the
capital of the Company
following the Sub-Division.
------------------------------- -----------------------------------
"EGM" or "Extraordinary the extraordinary general
General Meeting" meeting of the Company
to be held at the Herbert
Park Hotel, Ballsbridge,
Dublin 4, Ireland at
11.00 a.m. on or about
16 July 2015.
------------------------------- -----------------------------------
"Euroclear" Euroclear UK & Ireland
Limited, the operator
of CREST.
------------------------------- -----------------------------------
"Existing Ordinary Shares" the ordinary shares of
EUR0.05 in issue as at
the date of this document
and any such ordinary
shares issued prior to
the Record Time.
------------------------------- -----------------------------------
"FCA" the Financial Conduct
Authority of the United
Kingdom.
------------------------------- -----------------------------------
"Form of Proxy" the form of proxy for
use at the EGM which
is enclosed with this
document.
------------------------------- -----------------------------------
"FSMA" the Financial Services
and Markets Act 2000
(as amended) of the United
Kingdom.
------------------------------- -----------------------------------
"Group" the Company and its subsidiaries
and/or subsidiary undertakings.
------------------------------- -----------------------------------
"Independent Shareholder(s)" all Shareholders, excluding,
for the purpose of the
vote on the Rule 9 Waiver
Resolution, Tosca, any
party acting in concert
with Tosca and the Directors
if so decided by the
Takeover Panel.
------------------------------- -----------------------------------
"Intermediate Ordinary the ordinary shares of
Shares" EUR0.0001 each following
the Sub-Division.
------------------------------- -----------------------------------
"Ireland" the island of Ireland
excluding Northern Ireland.
------------------------------- -----------------------------------
"London Stock Exchange" London Stock Exchange
plc.
------------------------------- -----------------------------------
"Memorandum and Articles the memorandum and articles
of Association" of association of the
Company.
------------------------------- -----------------------------------
"Memorandum of Association" the memorandum of association
of the Company.
------------------------------- -----------------------------------
"New Memorandum and Articles" the memorandum of association
and articles of association
of the Company to be
adopted at the EGM.
------------------------------- -----------------------------------
"New Ordinary Shares" ordinary shares of EUR0.01
each in the share capital
of the Company following
completion of the Share
Capital Reorganisation.
------------------------------- -----------------------------------
"NPV10" net present value at
10 per cent. discount
rate.
------------------------------- -----------------------------------
"Official List" the official list maintained
by the United Kingdom
Listing Authority.
------------------------------- -----------------------------------
"Placee" the persons being issued
Placing Shares under
the Placing, in accordance
with the Placing Agreement.
------------------------------- -----------------------------------
"Placing" the placing of the Placing
Shares by Brandon Hill
as agent for the Company
on the terms and subject
to the conditions set
out in the Placing Agreement.
------------------------------- -----------------------------------
"Placing Agreement" the placing agreement
entered into between
the Company and Brandon
Hill dated 1 June 2015
setting out the terms
of the Placing.
------------------------------- -----------------------------------
"Placing Price" 80p per Placing Share.
------------------------------- -----------------------------------
"Placing Shares" 36,250,000 New Ordinary
Shares to be issued pursuant
to the Placing.
------------------------------- -----------------------------------
"Record Time" 6.00 p.m. on the date
of the EGM (including
any adjournment thereof)
being the time by reference
to which the Consolidation
and Sub-Division is calculated.
------------------------------- -----------------------------------
"Regulatory Information one of the regulatory
Service" information services
authorised by the United
or "RIS " Kingdom Listing
Authority to receive,
process and disseminate
regulatory information
in respect of listed
companies.
------------------------------- -----------------------------------
"Resolutions" the ordinary resolutions
and special resolutions
to be proposed at the
EGM.
------------------------------- -----------------------------------
"Rule 9 Waiver" the waiver which may
be granted by the Irish
Takeover Panel of the
obligations arising pursuant
to rule 9 of the Irish
Takeover Rules to make
a general offer for the
balance of the New Ordinary
Shares in issue following
the Share Capital Reorganisation
------------------------------- -----------------------------------
"Rule 9 Waiver Resolution" the resolution to be
proposed as an ordinary
resolution at the EGM
to be convened by the
Company pursuant to which
the Independent Shareholders
will be requested to
approve the increase
in the aggregate percentage
of the total New Ordinary
Shares held by Tosca
following the Placing.
------------------------------- -----------------------------------
"Share Capital Reorganisation" the share capital reorganisation
to be proposed pursuant
to the Share Capital
Reorganisation Resolutions,
including the Sub-Division,
Consolidation and Articles
Amendment.
------------------------------- -----------------------------------
"Share Capital Reorganisation the resolutions to be
Resolutions " proposed at the EGM in
connection with the Sub-Division,
Consolidation and Articles
Amendment as set out
in the notice of EGM.
------------------------------- -----------------------------------
"Share Schemes" the share option plan
and the share based payment
scheme of the Company.
------------------------------- -----------------------------------
"Shareholder" a holder of Existing
Ordinary Shares or, following
the Share Capital Reorganisation,
New Ordinary Shares.
------------------------------- -----------------------------------
"Sub-Division" the share capital sub-division
to be proposed pursuant
to and as part of the
Share Capital Reorganisation
Resolutions whereby,
if such Resolutions are
approved by shareholders,
(i) every Existing Ordinary
Share in issue will be
sub-divided into one
Intermediate Ordinary
Share and four hundred
and ninety nine Deferred
Shares and (ii) every
un-issued Existing Ordinary
Share shall be sub-divided
into five New Ordinary
Shares.
------------------------------- -----------------------------------
"Takeover Panel" or "Panel" the Irish Takeover Panel,
established pursuant
to the Irish Takeover
Panel 1997 as amended.
------------------------------- -----------------------------------
"Takeover Rules" or "Irish the Irish Takeover Panel
Takeover Rules" Act 1997, Takeover Rules
2013.
------------------------------- -----------------------------------
"United Kingdom" United Kingdom of Great
Britain and Northern
Ireland.
------------------------------- -----------------------------------
"United Kingdom Listing the FCA, acting in its
Authority" capacity as the competent
authority for the purposes
of Part VI of the FSMA.
------------------------------- -----------------------------------
"US" or "United States" the United States of
America, its territories
and possessions, any
state of the United States
of America, the District
of Columbia and all other
areas subject to the
jurisdiction of the United
States of
America.
------------------------------- -----------------------------------
"US$" United States Dollars,
the lawful currency of
the US.
------------------------------- -----------------------------------
"Westhouse Securities" Westhouse Securities
Limited, the Company's
Nominated Adviser.
------------------------------- -----------------------------------
Notes:
(i) Unless otherwise stated in this document, all references to
statutes or other forms of legislation shall refer to statutes
or
legislation of Ireland. Any reference to any provision of any
legislation shall include any amendment, modification,
re-enactment
or extension thereof.
(ii) Words importing the singular shall include the plural and
vice versa and words importing the masculine gender shall include
the
feminine or neuter gender.
Westhouse Securities Ltd ("Westhouse Securities"), which is
authorised and regulated in the United Kingdom by the FCA, is the
Company's nominated adviser. Westhouse Securities' responsibilities
as the Company's nominated adviser under the AIM Rules are owed
solely to the London Stock Exchange and are not owed to the Company
or to any Director or to any other person. Westhouse Securities is
acting exclusively for the Company and no one else in connection
with Admission and will not regard any other person as a client in
relation to Admission and will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of Westhouse Securities or for providing advice in relation to
Admission or any matters referred to in this announcement.
Brandon Hill Capital Limited ("Brandon Hill"), which is
authorised and regulated in the United Kingdom by the FCA, is the
Company's bookrunner to the Placing and joint broker and is acting
exclusively for the Company and no one else in connection with the
Placing and will not regard any other person (whether or not a
recipient of this document) as a client in relation to the Placing
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Brandon Hill or
for providing advice in relation to the Placing or any matters
referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCZMGGVMMVGKZG
San Leon Energy (LSE:SLE)
Historical Stock Chart
From Jun 2024 to Jul 2024
San Leon Energy (LSE:SLE)
Historical Stock Chart
From Jul 2023 to Jul 2024