TIDMUOG
RNS Number : 5376L
United Oil & Gas PLC
20 April 2018
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, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN UNITED OIL & GAS PLC OR ANY
OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON,
IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF UNITED OIL
& GAS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). IN ADDITION,
MARKET SOUNDINGS, AS DEFINED IN MAR, WERE TAKEN IN RESPECT OF THE
PROPOSED PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE
OF INSIDE INFORMATION, AS PERMITTED BY MAR. THAT INSIDE INFORMATION
IS SET OUT IN THIS ANNOUNCEMENT AND HAS BEEN DISCLOSED AS SOON AS
POSSIBLE IN ACCORDANCE WITH PARAGRAPH 7 OF ARTICLE 17 OF MAR.
THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF INSIDE INFORMATION
RELATING TO THE COMPANY AND ITS SECURITIES.
For immediate release 20 April 2018
United Oil & Gas Plc
("UOG", "United" or the "Company")
Proposed placing and subscription to raise GBP2.5 million
("Placing and Subscription")
Placing and Subscription
United Oil & Gas Plc is pleased to announce that it has
conditionally raised GBP2.5 million gross by the issue of
58,823,530 new ordinary shares in the capital of the Company ("New
Ordinary Shares") at a price per share of 4.25 pence. 57,411,766
New Ordinary Shares have been conditionally placed by the Company's
joint brokers Optiva Securities Limited ("Optiva") and S.P. Angel
Corporate Finance LLP ("SP Angel"), on behalf of the Company with
institutional and other investors (including high net worth and
retail investors) (the "Placing"). 1,411,764 New Ordinary Shares
(the "Subscription Shares") have been conditionally subscribed for
by Graham Martin, Non-Executive Chairman and Director (as detailed
further below) (the "Subscription").
The Placing and Subscription is conditional on, inter alia, the
passing of certain shareholder resolutions at the General Meeting
to be held on 10 May 2018 and on Admission occurring on or around
11 May 2018 (or such later date as Beaumont Cornish, Optiva, SP
Angel and the Company may agree, being no later than 31 May 2018),
further details of which will be set out in a prospectus
("Prospectus") and in a notice of the General Meeting to be
circulated to all shareholders.
The New Ordinary Shares will represent approximately 25.33 per
cent. of the Existing Share Capital and 20.01 per cent. of the
Enlarged Share Capital. The New Ordinary Shares will rank pari
passu in all respects with Existing Ordinary Shares including all
rights to dividends and other distributions declared, made or paid
following Admission and will be issued as fully paid. Application
will be made for the New Ordinary Shares, which will rank pari
passu with Existing Ordinary Shares, to be admitted to the Standard
Segment of the Official List and to the London Stock Exchange.
Reasons for the Placing and Subscription and use of proceeds
The Company is conducting the Placing and Subscription in order
to support the business growth of the Group. The Proceeds will
primarily be used as follows:
-- GBP1.0 million for the Corallian drilling costs in relation
to the development of the Colter exploration well in the UK under
the farmout agreement with Corallian.
-- GBP1.1 million for the 3D Seismic work on Colibri Project
under farm-in agreement with Tullow Jamaica.
The remainder together with the existing cash resources of the
Company of approximately GBP1.2 million will be used for general
working capital, transaction expenses and other contingencies.
Graham Martin will subscribe for the Subscription Shares, for a
total consideration of approximately GBP60,000, through Optiva,
conditional on the publication by the Company of the Prospectus to
be issued in connection with the Placing and Subscription and
subject to Admission.
Brian Larkin, CEO commented:
We are extremely pleased to continue the progress on our
portfolio and with this round of funding complete, we will be in a
position to meet our development objectives across our asset base
in Italy, Jamaica and the United Kingdom.
Since our establishment, we have built a strong portfolio of
assets and developed a work programme, deliverable in the short
term, to unlock the potential of those assets. Our strategy has
always been to deliver value to shareholders by acquiring low-risk,
high impact and near-term opportunities in Europe, whilst looking
at high-risk, blue-sky opportunities in other regions and we would
like to thank our existing and new shareholders for their ongoing
support.
Beyond our current exciting portfolio, we remain committed to
identifying new opportunities. We are currently examining a number
of potential opportunities to further expand our asset base. These
opportunities range from exploration licenses to a portfolio or
production assets. We will make further announcements on this in
due course."
Total Voting Rights
Following the issue of the Placing Shares and assuming the
passing of the Resolutions at the General Meeting, the Company will
have 291,068,531 Ordinary Shares in issue.
General Meeting
For the purposes of providing authorities to the Directors to
issue the New Ordinary Shares pursuant to the Placing, the Company
will shortly be posting a circular to Shareholders convening the
General Meeting, a copy of which will be made available on the
Company's website: www.uogplc.com. The Company will make a further
announcement regarding the circular.
Prospectus
The Company is in the final stages of seeking approval from the
Financial Conduct Authority for its prospectus (the "Prospectus")
to be issued in connection with the Placing and Subscription.
For more information please visit the Company's website at
www.uogplc.com or contact:
United Oil & Gas Plc (Company)
===================================== ================================
Brian Larkin brian.larkin@unitedoilandgas.eu
===================================== ================================
Beaumont Cornish Limited (Financial
Adviser)
===================================== ================================
Roland Cornish and Felicity +44 (0) 20 7628
Geidt 3396
===================================== ================================
Optiva Securities Limited (Joint
Broker)
===================================== ================================
+44 (0) 20 3137
Christian Dennis 1902
===================================== ================================
+44 (0) 20 3411
Tejas Padalkar 1881
===================================== ================================
S.P. Angel Corporate Finance +44 (0) 20 3470
LLP (Joint Broker) 0470
===================================== ================================
Richard Redmayne
===================================== ================================
Richard Hail
===================================== ================================
Murray (PR Advisor) +353 (0) 87 6909735
===================================== ================================
Joe Heron jheron@murrayconsultanta.ie
===================================== ================================
Beaumont Cornish Limited ("Beaumont Cornish"), which is
authorised and regulated by the FCA in the conduct of investment
business, is acting exclusively for the Company and for no-one else
in connection with the Placing and Admission and will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of Beaumont Cornish or for
providing advice in relation to the contents of the Document,
Admission, or any transaction, arrangement, or other matter
referred to in the Document.
Optiva Securities Limited ("Optiva"), which is authorised and
regulated by the FCA in the conduct of investment business, is
acting exclusively for the Company and for no-one else in
connection with the Placing and Admission and will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of Optiva or for providing advice
in relation to the contents of the Document, the Placing,
Admission, or any transaction, arrangement, or other matter
referred to in the Document.
S. P. Angel Corporate Finance LLP ("SP Angel"), which is
authorised and regulated by the FCA in the conduct of investment
business, is acting exclusively for the Company and for no-one else
in connection with the Placing and Admission and will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of SP Angel or for providing
advice in relation to the contents of the Document, the Placing,
Admission , or any transaction, arrangement, or other matter
referred to in the Document.
DEFINITIONS
"Admission" admission of the New Ordinary Shares issued pursuant
to the 2018 Placing to listing on the Official List (Standard
Listing) and to trading on the Main Market
"Beaumont Cornish" Beaumont Cornish Limited, the Company's
financial adviser, being a member of the London Stock Exchange and
authorised and regulated in the conduct of investment business by
the FCA
"Company" or "UOG" or "United" United Oil & Gas plc
(formerly known as Senterra Energy plc)
"Directors" the directors of the Company
"Enlarged Share Capital" the issued equity share capital of the
Company following the issue of the New Ordinary Shares
"Existing Ordinary Shares" the 232,185,001 Ordinary Shares in
issue as at this date being the entire issued share capital of the
Company
"Existing Share Capital" the issued ordinary share capital of
the Company as at this date
"FCA" the UK Financial Conduct Authority
"General Meeting" or "GM" the General Meeting of the Company to
be held at which the Resolutions will be proposed
"London Stock Exchange" London Stock Exchange plc
"Main Market" the regulated market of the London Stock Exchange
for officially listed securities
"Net Proceeds" the funds received in relation to the Placing and
Subscription less the Transaction Costs
"New Ordinary Shares" the 58,823,530 Ordinary Shares in the
capital of the Company to be allotted pursuant to the Placing and
Subscription
"Official List" the Official List of the UK Listing Authority
"Optiva" Optiva Securities Limited, Joint Broker and Placing
Agent to the Company, who are authorised and regulated by the
FCA
"Ordinary Shares" ordinary shares of GBP0.01 each in the capital
of the Company
"Placees" those persons who have signed Placing Letters
"Placing" the proposed conditional placing by Optiva and SP
Angel on behalf of the Company of the Placing Shares pursuant to
the Placing Agreement
"Placing Agreement" the conditional agreement to be dated on or
around the date hereof between Beaumont Cornish, Optiva, SP Angel,
the Company and the Directors, further details of which are set out
in the Prospectus
"Placing Letters" the letters from potential investors
(including the Subscriber) dated on or around the date hereof
making irrevocable conditional applications for New Ordinary Shares
under the Placing and Subscription
"Placing Price" 4.25 pence per Placing Share
"Placing Shares" 57,411,766 New Ordinary Shares at the Placing Price
"Resolutions" the resolutions to provide the Directors with
authorities to issue Ordinary Shares, including the New Ordinary
Shares, further details of which are set out in the Prospectus
"Shareholders" holders of Ordinary Shares
"SP Angel" SP Angel Corporate Finance LLP, Joint Broker and
Placing Agent to the Company who are authorised and regulated by
the FCA
"Standard Listing" a Standard Listing under Chapter 14 of the
Listing Rules
"Subscriber" Graham Martin, Non-Executive Chairman and Director
"Subscription" the proposed conditional subscription by the
Subscriber for the Subscription Shares
"Subscription Price" 4.25 pence per Subscription Share
"Subscription Shares" 1,411,764 New Ordinary Shares at the
Subscription Price
"Transaction Costs" total expenses incurred (or to be incurred)
by the Company in connection with the Placing and Subscription
"UKLA" or "UK Listing Authority" the FCA acting in its capacity
as the competent authority for listing in the UK pursuant to Part
VI of FSMA
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEILMPTMBABBMP
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