TIDMANGS
RNS Number : 2701G
Angus Energy PLC
05 November 2018
5 November 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, 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 HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE PLC, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE ANY INVITATION, SOLICITATION, RECOMMATION, PROSPECTUS,
OFFERING MEMORANDUM, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE
FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANGUS ENERGY
PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHOULD FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF ANGUS ENERGY PLC OR OTHER EVALUATION OF ANY SECURITIES
IN ANGUS ENERGY PLC OR ANY OTHER ENTITY.
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.
Angus Energy plc
("Angus" or the "Company")
Proposed placing to raise GBP2.0 million (the "Placing")
Angus Energy plc (AIM: ANGS), a leading UK conventional oil and
gas production and development company, is pleased to announce a
conditional placing of 22,222,222 new Ordinary Shares at 9 pence
per share, to raise GBP2.0 million (gross) for the Company.
Highlights
-- Placing to raise GBP2.0 million (before expenses)
-- 22,222,222 new Ordinary Shares placed at 9 pence per share
with institutional and other investors
-- Production at Brockham from the Kimmeridge layers planned to
commence before end of this year
-- Net placing proceeds of approximately GBP1.85 million for
general working capital purposes and business development
opportunities
-- Admission, subject to shareholder approvals at General Meeting, on 22 November 2018
Enquiries:
Angus Energy plc www.angusenergy.co.uk
Paul Vonk Tel: +44 (0) 208 899 6380
Stockdale Securities Limited (Nomad and Broker) www.stockdalesecurities.com
Robert Finlay / Richard Johnson / Ed Thomas Tel: +44 (0) 20 7601 6100
Yellow Jersey www.yellowjerseypr.com
Tim Thompson Tel: +44 (0) 203 735 8825
About Angus Energy plc
Angus Energy plc is a UK AIM quoted independent onshore oil and
gas production and development company focused on leveraging its
expertise to advance its portfolio of UK assets as well as acquire,
manage and monetise select projects. Angus majority owns and
operates conventional oil production fields at Brockham (PL 235),
Lidsey (PL 241) and the Balcombe Licence (25% interest in PEDL244).
The Company has a 12.5% interest in the Holmwood licence
(PEDL143).
Further information is available on the company website:
www.angusenergy.co.uk.
Circular and Notice of General Meeting
The Placing is subject to shareholder approval and, accordingly,
the Company is today dispatching a circular to shareholders setting
out the background to and reasons for the Placing. The Circular
contains a notice convening a General Meeting for the purpose
seeking Shareholder approval of resolutions in order to implement
the Placing and grant of options notified on 24 August 2018.
Definitions in this announcement are, unless otherwise stated,
the same as those included in the Circular.
Set out below is the letter from the Chairman, the expected
timetable and definitions, extracted from the Circular:
"Dear Shareholder
1. Introduction
The Company announced today that it proposes to raise GBP2.0
million (before expenses) by way of a placing of 22,222,222 Placing
Shares at 9 pence per Placing Share with institutional and other
investors.
The purpose of this document is to explain to Shareholders the
background to and reasons for the Placing and, as the allotment and
issue of the Placing Shares will exceed the existing authorities
which the Directors have to allot new Ordinary Shares for cash on a
non-pre-emptive basis, to seek Shareholders' approval of the
Resolutions granting the Directors new authorities to enable them
to complete the Placing and grant the Options.
In addition, on 24 August 2018 the Company announced the
conditional grant the Options, under the Company's existing
Employees Incentive Schemes. The grant of the Options requires
additional authorities and is therefore conditional on
Shareholders' approval of the Resolutions.
Accordingly, the Company is seeking the approval of Shareholders
to the Resolutions which are to be put to the General Meeting of
the Company to be held at the offices of Fladgate LLP at 16 Great
Queen Street, London, WC2B 5DG at 11:00 a.m. on 21 November 2018.
If Shareholder approval of these Resolutions is not given at the
General Meeting, the Placing as currently envisaged will not
proceed and the Options will not be granted at that time. The
Notice of General Meeting is set out at the end of this Circular
and a Form of Proxy is also enclosed for you to complete. This
Circular includes an explanation of the Resolutions.
The Placing Shares to be issued pursuant to the Placing are to
be admitted to trading on AIM, which is expected to take place at
8.00 a.m. on 22 November 2018, should the Resolutions be passed at
the General Meeting.
2. Background to and reasons for the Placing
Angus is an independent onshore oil and gas development company
focused on advancing its portfolio of licenced UK assets. The
Company currently has interests in four complementary assets
located onshore in Southern England. The Company's interests are as
follows:
-- 65 per cent of the Brockham oil field in Surrey (PL 235);
-- 25 per cent of the Balcombe oil field in West Sussex (PEDL 244);
-- 12.5 per cent of the Holmwood prospect in Surrey (PEDL 143); and
-- 60 per cent[1] of the Lidsey oil field in West Sussex (PEDL 241).
[1] 60% ownersip of licence PL241; 50% economic interest in
production well Lidsey X2.
Angus is the operator at each oil field, save for Holmwood.
The Company had two principal objectives for H2 2018. Firstly,
to test the Kimmeridge Limestone at Balcombe from the previously
drilled Balcome-2z horizontal well. The successful results of the
7-day flow test programme, announced on 2 October 2018, reported
natural flow rates from just one of the Kimmeridge Micrite Layers,
once coiled tubing was removed, at 853 bopd and 1,587 bopd (not
including water). Duration of the test runs were limited due to
regulatory requirements and no CO(2) or H(2) S were observed or
measured. The Company believes, based on the results of this 7-day
flow test, it can isolate the water producing zone and establish
commercial production under normal pumped production
conditions.
The second objective is to initiate commercial production from
the Kimmeridge layers at the Brockham Oil Field which is planned to
commence before the end of the year. Angus Energy has the only
existing production licence in the Weald Basin. The Company intends
to re-enter the Brockham X4Z well to access approximately 200m of
interbedded naturally fractured Kimmeridge shale and limestone
layers which share a number of characteristics with Balcombe.
3. Use of Placing proceeds
The Company has made significant progress on bringing its assets
to production but it is important that the Company maintains its
flexible financial position in order to realise the full value of
its assets.
Angus intends to continue its business plan of unlocking value
in its existing portfolio by increasing recovery without fracking
and being highly selective as it seeks to grow its portfolio of
onshore development and appraisal projects. The Company is
therefore undertaking the Placing to provide funds for general
working capital purposes, principally in relation to the strategy
at Brockham, as well as assist with funding accretive business
development opportunities.
4. Details of the Placing and Admission
The Company has conditionally raised GBP2.0 million (before
expenses) by way of a conditional placing, conducted by Stockdale,
of the Placing Shares at 9 pence per Placing Share with
institutional and other investors.
The Placing Price of 9 pence represents a 23.0 per cent.
discount to the 30-day volume weighted average price (VWAP), for
the trading period since the announcement of the Balcombe 7-day
well test results.
The Placing is conditional, inter alia, upon:
a) the passing of Resolution 1 and 2;
b) the Placing Agreement (as described in more detail below)
becoming unconditional in all respects (save for Admission) and not
having been terminated in accordance with its terms; and
c) Admission of the Placing Shares becoming effective by not
later than 8:00 a.m. on 22 November 2018 (or such later time and/or
date (not being later than 30 November 2018) as Stockdale and the
Company may agree).
Accordingly, if such conditions are not satisfied, or, if
applicable, waived, the Placing will not proceed.
The Placing will result in the issue of a total of 22,222,222
Placing Shares, representing, in aggregate, approximately 5.5 per
cent. of the Enlarged Share Capital. The Placing Shares, when
issued and fully paid, will rank pari passu in all respects with
the Existing Ordinary Shares and will rank equally for all
dividends or other distributions declared, made or paid after the
date of issue of the Placing Shares.
Application will be made to London Stock Exchange for the
Placing Shares to be admitted to trading on AIM and such admission
is expected to occur on 22 November 2018. It is expected that CREST
accounts will be credited on the day of Admission as regards the
Placing Shares in uncertificated form and that certificates for
Placing Shares to be issued in certificated form will be dispatched
by first class post by 29 November 2018.
5. The Placing Agreement
The Company entered into the Placing Agreement on 4 November
2018. Pursuant to the terms of the Placing Agreement, Stockdale, as
agent for and on behalf of the Company, has agreed conditionally to
use its reasonable endeavours to procure placees for Placing Shares
at the Placing Price. The Placing is not underwritten.
The obligations of Stockdale under the Placing Agreement are
conditional, among other things, upon: (i) the passing of
Resolutions 1 and 2; and (ii) Admission becoming effective by not
later than 8:00 a.m. on 22 November 2018 (or such later time and/or
date as Stockdale and the Company may agree, not being later than
30 November 2018).
The Placing Agreement contains certain warranties and
indemnities given by the Company in favour of Stockdale as to
certain matters relating to the Company and its business. The
obligations of Stockdale under the Placing Agreement may be
terminated in certain circumstances if there occurs either a
material breach of any of the warranties or if a materially adverse
event occurs at any time prior to Admission. Such rights exist in
the event that such circumstances arise prior to Admission.
The Placing Agreement also provides for the Company to pay
Stockdale a fee, a commission and certain other costs and expenses
incidental to the Placing and Admission.
6. Share option authorities
On 24 August 2018 the Company notified the conditional grant to
Directors and other staff, on 23 August 2018, of up to 11,650,000
Ordinary Shares under the Company's existing Employee Incentive
Schemes, as part of the Company's annual grant of share options, as
approved by the Remuneration Committee and approved by the board of
directors of the Company. The Options are subject to certain
vesting conditions. The grant of the Options is conditional on the
Company seeking new authorities from Shareholders. Accordingly, the
approval of Resolution 3 and 4 will enable the Company to grant the
Options.
Following the grant of the Options (subject to the passing of
Resolution 3 and 4), the Company shall have 30,518,304 share
options outstanding, representing approximately 7.6 per cent. of
the Enlarged Share Capital.
7. General Meeting
A notice convening a General Meeting of the Company, to be held
at the offices of Fladgate LLP at 16 Great Queen Street, London,
WC2B 5DG at 11:00 a.m. on 21 November 2018 is set out at the end of
this Circular. At the General Meeting, the following Resolutions
will be proposed:
1. to grant authority to the Directors to allot Ordinary Shares
up to an aggregate nominal amount of GBP448,388.66 to permit the
allotment of (i) the Placing Shares pursuant to the Placing and
(ii) a further number of Ordinary Shares equivalent to 50 per cent
of the Enlarged Share Capital (there being no current intention to
use this additional authority);
2. to dis-apply statutory pre-emption rights in respect of the
allotment for cash of up to 82,813,853 Ordinary Shares comprising
the Placing Shares and up to a further 60,591,631 Ordinary Shares
equivalent to 15 per cent of the Enlarged Share Capital (there
being no current intention to use this additional authority);
3. to grant authority to the Directors to allot Ordinary Shares
up to an aggregate nominal amount of GBP23,300 to permit the
allotment of the Option Shares pursuant to the Options; and
4. to dis-apply statutory pre-emption rights in respect of the
allotment for cash of up to 11,650,000 Ordinary Shares comprising
the Option Shares.
Resolutions 1 and 3 will be proposed as ordinary resolutions and
Resolutions 2 and 4 as special resolutions.
8. Action to be taken by Shareholders
Shareholders will find accompanying this Circular a Form of
Proxy for use at the General Meeting. Whether or not Shareholders
intend to be present at the General Meeting, they are requested to
complete, sign and return the Form of Proxy in accordance with the
instructions printed on it to Share Registrars Limited at The
Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR, or via the
CREST system, as soon as possible and, in any event, so as to
arrive no later than 11:00 a.m. on 19 November 2018. Completion and
return of the Form of Proxy will not affect Shareholders' right to
attend and vote in person at the General Meeting if they so wish.
Further information regarding the appointment of proxies can be
found in the notes to the Notice of General Meeting.
In the case of non-registered Shareholders who receive these
materials through their broker or other intermediary, the
Shareholder should complete and send a letter of direction in
accordance with the instructions provided by their broker or other
intermediary.
In order for the Placing to proceed, Shareholders will need to
approve both Resolutions 1 and 2 set out in the Notice of General
Meeting. If Resolutions 1 and 2 are not passed at the General
Meeting, the Placing will not proceed and the Company will not
receive the net proceeds of the Placing, with the result that the
Company's business plans, growth prospects and available working
capital will be materially adversely affected.
Additionally, the Board considers that the grant of the Options
is necessary to properly reward and motivate the Directors and
staff of the Company. If Resolutions 3 and 4 are not passed the
Options will not be granted.
Accordingly, it is important that Shareholders vote in favour of
the Resolutions, in order that the Placing and the grant of the
Options can proceed.
9. Overseas Shareholders
The distribution of this document and the Form of Proxy to
persons who have registered addresses in, or who are resident or
ordinarily resident in, or citizens of, or which are corporations,
partnerships or other entities created or organised under the laws
of countries other than the UK or to persons who are nominees of or
custodians, trustees or guardians for citizens, residents in or
nationals of, countries other than the UK may be affected by the
laws or regulatory requirements of the relevant jurisdictions.
Accordingly, any persons into whose possession this document
comes should inform themselves about and observe any applicable
restrictions or requirements. No action has been taken by the
Company or Stockdale that would permit possession or distribution
of this document in any jurisdiction where action for that purpose
is required. Any failure to comply with such restrictions or
requirements may constitute a violation of the securities laws of
any such jurisdiction.
10. Directors' Recommendation
The Directors consider that the passing of the Resolutions is in
the best interests of the Company and Shareholders, as a whole, and
unanimously recommend that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting as they intend to
do in respect of their own beneficial holdings of 15,000,000
Existing Ordinary Shares, representing approximately 3.93 per cent.
of the Existing Ordinary Shares.
Yours faithfully
Cameron Buchanan
Chairman"
Expected timetable of principal events
Circular and Form of Proxy posted to Shareholders 5 November 2018
Latest time and date for receipt of Form 11:00 a.m. on 19 November
of Proxy and receipt of electronic proxy 2018
appointments via the CREST system for the
General Meeting
Date and time of General Meeting 11:00 a.m. on 21 November
2018
Admission of the Placing Shares to trading 8:00 a.m. on 22 November
on AIM 2018
CREST accounts expected to be credited for 22 November 2018
the Placing Shares in uncertificated form
(where applicable)
Dispatch of definitive share certificates By 29 November 2018
for Placing Shares in certificated form (where
applicable)
Each of the dates in the above timetable is subject to change at
the absolute discretion of the Company. References to time in this
Circular are to London time except when otherwise stated. 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.
DEFINITIONS
"Admission" the admission to trading on
AIM of the Placing Shares becoming
effective in accordance with
the AIM Rules
"AIM" the market of that name operated
by the London Stock Exchange
"AIM Rules" the AIM rules for Companies,
as published and amended from
time to time by the London Stock
Exchange
"AIM Rules for Nominated the AIM rules for Nominated
Advisers" Advisers, as published and amended
from time to time by the London
Stock Exchange
"Articles" the existing articles of association
of the Company as at the date
of this Circular
"Business Day" any day (other than a Saturday
or Sunday) upon which commercial
banks are open for business
in London, UK
"Circular" this document, dated 5 November
2018
"Company" or "Angus" Angus Energy Plc, a company
incorporated in England and
Wales with company number 09616076
whose registered office is at
Building 3, Chiswick Park, 566
Chiswick High Street, London
W4 5YA
"CREST" the relevant system for the
paperless settlement of trades
and the holding of uncertificated
securities operated by Euroclear
in accordance with the CREST
Regulations
"CREST Manual" the rules governing the operation
of CREST, as published by Euroclear
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (S.I. 2001
No. 3755)
"Directors" or "Board" the directors of the Company,
as at the date of this document,
whose names are set out on page
8 of the Circular
"Enlarged Share Capital" the issued ordinary share capital
of the Company immediately following
Admission
"Euroclear" Euroclear UK & Ireland Limited,
the operator of CREST
"Existing Ordinary Shares" the existing ordinary shares
of the Company as at the date
of this Circular
"Form of Proxy" the form of proxy accompanying
this Circular
"FCA" the Financial Conduct Authority
of the United Kingdom
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"General Meeting" or "GM" the general meeting of Shareholders
to be held at the offices of
Fladgate LLP at 16 Great Queen
Street, London, WC2B 5DG at
11:00 a.m. on 21 November 2018.
"London Stock Exchange" London Stock Exchange plc
"Notice of General Meeting" the notice of General Meeting
set out at the end of this Circular
"Official List" the Official List of the FCA
"Options" the options to subscribe for
the Option Shares, conditionally
granted on 23 August 2018, as
announced by the Company on
24 August 2018
(https://www.investegate.co.uk/angus-energy-plc--angs-/rns/conditional-issue-of-o
ptions/201808241558308697Y/)
"Option Shares" the up to 11,650,000 new Ordinary
Shares required to satisfy the
Company's obligation in respect
of the Options
"Ordinary Shares" the ordinary shares of GBP0.002
each in the capital of the Company
"Overseas Shareholder" a Shareholder who is resident
in, or who is a citizen of,
or who has a registered address
in a jurisdiction outside the
United Kingdom
"Petroleum Act" the Petroleum (Production) Act,
1934 or the Petroleum Act 1998,
as appropriate
"Placees" the persons who have conditionally
agreed to subscribe for the
Placing Shares
"Placing" the conditional placing by Stockdale,
as agent of and on behalf of
the Company, of the Placing
Shares at the Placing Price
on the terms and subject to
the conditions of the Placing
Agreement
"Placing Agreement" the conditional agreement dated
4 November 2018 between the
Company (1) and Stockdale (2)
relating to the Placing
"Placing Price" 9 pence per Placing Share
"Placing Shares" the 22,222,222 new Ordinary
Shares which have been conditionally
placed with institutional and
other investors pursuant to
the Placing
"Registrars" Share Registrars Limited
"Resolutions" the resolutions numbered 1 to
4 (inclusive) to be proposed
at the General Meeting
"Restricted Jurisdiction" each and any of the United States
of America, Australia, Canada,
Japan, New Zealand, Russia and
the Republic of South Africa
and any other jurisdiction where
extension or availability of
the Placing would breach any
applicable law or regulations
"Shareholder(s)" holder(s) of Existing Ordinary
Shares
"sterling", "pounds sterling", the lawful currency of the United
Kingdom "GBP", "pence" or "p"
"Stockdale" Stockdale Securities Limited,
the Company's nominated adviser
and broker for the purposes
of the Placing and Admission
"UK" or "United Kingdom" the United Kingdom of Great
Britain and Northern Ireland
"US$" or "US dollar" the lawful currency of the United
States of America
"US Person" a US person as defined in Regulation
S promulgated under the US Securities
Act
"US Securities Act" the United States Securities
Act of 1933 (as amended)
GLOSSARY OF TECHNICAL DEFINITIONS
"bopd" barrels of oil per day
"limestone" a sedimentary rock predominantly composed
of calcite (a crystalline mineral form
of calcium carbonate) of organic, chemical
or detrital origin. Minor amounts of
dolomite, chert and clay are common
in limestones. Chalk is a form of fine-grained
limestone
"micrite Layer" carbonate rocks (Limestone) that contain
fine-grained calcite
"PEDL" a United Kingdom onshore petroleum exploration
and development licence issued by the
Secretary of State for Trade and Industry
or a successor thereto (including the
Secretary of State for Energy and Climate
Change), under the relevant Petroleum
Act and related regulations
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
New Ordinary Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or Stockdale 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
Stockdale 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.
Stockdale, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated
adviser and broker to the Company in relation to the Placing and is
not acting for any other persons in relation to the Placing.
Stockdale 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 Stockdale, 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 either
Stockdale 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.
Chris de Goey, a Non-Executive Director of the Company, who has
over 20 years of relevant experience in the oil and gas industry,
has approved the technical information contained in this
announcement. Mr de Goey is a member of the Petroleum Exploration
Society of Great Britain and the Society of Petroleum
Engineers.
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
IOELLFEALTLSIIT
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