TIDMBOIL
RNS Number : 3769G
Baron Oil PLC
15 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR
ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO
ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE REX RETAIL OFFER AS A FINANCIAL
PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY,
THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (WHICH INCLUDES AN EXISTING MEMBER OF BARON OIL
PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR
INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART
OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF BARON OIL
PLC.
15 November 2022
Baron Oil Plc
("Baron Oil", "Baron" or the "Company")
REX Retail Offer
Baron Oil (AIM: BOIL), the AIM-quoted oil and gas exploration
company, announces a retail offer via REX (the "REX Retail Offer")
of up to 833,333,333 new ordinary shares ("Ordinary Shares") of
0.025 pence each in the capital of the Company (the "REX Retail
Offer Shares").
In addition to the REX Retail Offer, the Company is also
conducting a placing and subscription of a total of 4,166,666,667
new Ordinary Shares (the " Placing and Subscription Shares " ) to
raise GBP 5 million before expenses (the " Placing and Subscription
" ) at a price of 0.12 pence per new Ordinary Share (the "Issue
Price") . The issue price of the REX Retail Offer Shares is equal
to the Issue Price.
A separate announcement has been made earlier today by the
Company regarding the Placing and Subscription and other matters.
For the avoidance of doubt, the REX Retail Offer is not part of the
Placing and Subscription.
Completion of the REX Retail Offer is conditional, inter alia,
upon on the Placing and Subscription Shares being admitted to
trading on the AIM market ( "AIM" ) of the London Stock Exchange
plc ("London Stock Exchange") . It is anticipated that an
application will be made to London Stock Exchange for the Placing
and Subscription Shares and the REX Retail Shares (once the final
number of REX Retail Shares to be issued is determined ) to be
admitted to trading on the AIM ("Admission"). It is currently
anticipated that Admission will become effective, and that dealings
in the Placing and Subscription Shares and Rex Retail Shares will
commence on AIM, at 8.00 a.m. on 29 November 2022.
Completion of the Placing and Subscription is not conditional on
the completion of the REX Retail Offer.
REX Retail Offer
The Company values its retail shareholder base and believes that
it is appropriate to provide its existing retail shareholders in
the United Kingdom the opportunity to participate in the REX Retail
Offer.
Therefore the Company is making the REX Retail Offer open to
eligible investors in the United Kingdom following release of this
announcement through certain financial intermediaries.
Existing shareholders can contact their broker or wealth manager
to participate in the REX Retail Offer. The following
Intermediaries have already confirmed their participation in the
offer:
-- AJ Bell Securities Ltd
-- Hargreaves Lansdown Asset Management Limited
-- Interactive Investor Services Limited
-- Jarvis Investment Management Ltd.
The REX Retail Offer is expected to close by 6:00 pm on 15
November 2022. Eligible shareholders should note that financial
intermediaries may have earlier closing times.
Retail brokers wishing to participate in the REX Retail Offer on
behalf of existing retail shareholders, should contact
info@rexretail.com .
To be eligible to participate in the REX Retail Offer,
applicants must be a customer of a participating intermediary and,
as at the date hereof or will be, prior to placing an order for REX
Retail Offer Shares, shareholders in the Company which may include
individuals aged 18 years or over, companies and other bodies
corporate, partnerships, trusts, associations and other
unincorporated organisations.
There is a minimum subscription of GBP50 per investor. The terms
and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or
fee charges.
The Company reserves the right to scale back any order under the
REX Retail Offer at its discretion. The Company reserves the right
to reject any application for subscription under the REX Retail
Offer without giving any reason for such rejection.
It is vital to note that once an application for REX Retail
Offer Shares has been made and accepted via an intermediary, it
cannot be withdrawn.
The REX Retail Offer Shares will, when issued, be credited as
fully paid and will rank pari passu in all respects with existing
Ordinary Shares including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue.
It is a term of the REX Retail Offer that the total value of the
REX Retail Offer Shares available for subscription at the Issue
Price does not exceed GBP1,000,000.
The REX Retail Offer is offered in the United Kingdom under the
exemption from the requirement to publish a prospectus in section
86(1)(e) of FSMA. As such, there is no need for publication of a
prospectus pursuant to the Prospectus Regulation Rules of the
Financial Conduct Authority, or for approval of the same by the
Financial Conduct Authority. The REX Retail Offer is not being made
into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Financial
Conduct Authority (or any other authority) in relation to the REX
Retail Offer, and investors' commitments will be made solely on the
basis of the information contained in this announcement and
information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules, the
Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and
MAR as it forms part of United Kingdom law by virtue of the
European Union (Withdrawal) Act 2018 (as amended).
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for REX Retail Offer
Shares and investment in the Company carries a number of risks.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the REX Retail
Offer Shares if they are in any doubt.
An investment in the Company will place capital at risk. The
value of investments, and any income, can go down as well as up, so
investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered
a reliable indicator of future results.
For further information, please contact:
Baron Oil Plc +44 (0 ) 20 7117 2849
Andy Yeo, Chief Executive
Allenby Capital Limited +44 (0) 20 3328 5656
Nominated Adviser and Broker
Alex Brearley, Nick Harriss, Nick Athanas,
George Payne (Corporate Finance)
Kelly Gardiner (Sales and Corporate Broking)
IFC Advisory Limited +44 (0) 20 3934 6630
Financial PR and IR baronoil@investor-focus.co.uk
Tim Metcalfe, Florence Chandler
Further information on the Company can be found on its website
at www.baronoilplc.com
The Company's LEI is 213800MBSOS9UZ5SW712
This announcement should be read in its entirety. In particular,
the information in the "Important Notices" section of the
announcement should be read and understood.
Important Notices
The content of this announcement, which has been prepared by and
is the sole responsibility of the Company.
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States
(including its territories and possessions, any state of the United
States and the District of Columbia (the "United States" or "US")),
Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction where
to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
The REX Retail Offer Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or under the applicable state securities laws of
the United States and may not be offered or sold directly or
indirectly in or into the United States. No public o ering of the
REX Retail Offer Shares is being made in the United States. The REX
Retail Offer Shares are being o ered and sold outside the United
States in "o shore transactions", as de ned in, and in compliance
with, Regulation S under the US Securities Act ("Regulation S") to
non-US persons (within the meaning of Regulation S). In addition,
the Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for REX Retail
Offer Shares in the United States, Australia, Canada, New Zealand,
Japan, the Republic of South Africa, any member state of the EEA or
any other jurisdiction in which such offer or solicitation is or
may be unlawful. No public offer of the securities referred to
herein is being made in any such jurisdiction.
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 US Securities Act, and may not be
offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
REX is a proprietary technology platform owned and operated by
Peel Hunt LLP (registered address at 7th Floor, 100 Liverpool
Street, London EC2M 2AT; FRN 530083). Peel Hunt LLP ("Peel Hunt")
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
REX Retail Offer and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients,
nor for providing advice in connection with the REX Retail Offer,
Admission and the other arrangements referred to in this
announcement.
Allenby Capital Limited ("Allenby Capital"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting as Nominated Adviser and Broker to the Company
in connection with the Placing and Subscription. Allenby Capital
will not be responsible to any person other than the Company for
providing the protections afforded to clients of Allenby Capital or
for providing advice to any other person in connection with the
Placing and Subscription or REX Retail Offer. Allenby Capital has
not authorised the contents of, or any part of, this announcement,
and no liability whatsoever is accepted by Allenby Capital for the
accuracy of any information or opinions contained in this
announcement or for the omission of any material information.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market
movements. When you sell your investment, you may get back less
than you originally invested. Figures refer to past performance and
past performance is not a reliable indicator of future results.
Returns may increase or decrease as a result of currency
fluctuations.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Company's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of
this announcement and cannot be relied upon as a guide to future
performance. The Company, Peel Hunt and Allenby Capital expressly
disclaim any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the Financial Conduct Authority, the London
Stock Exchange or applicable law or regulation.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of Peel Hunt
or any of its affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of the announcement or its contents or
otherwise arising in connection therewith. Peel Hunt and its
affiliates, accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.
None of Allenby Capital or any of its affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. Allenby Capital and its affiliates, accordingly disclaim
all and any liability whether arising in tort, contract or
otherwise which they might otherwise be found to have in respect of
this announcement or its contents or otherwise arising in
connection therewith.
Any indication in this announcement of the price at which the
Ordinary Share have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings or target dividend per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the
Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The REX Retail Offer
Shares to be issued or sold pursuant to the REX Retail Offer will
not be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("Directive 2014/65/EU"); (b)
Articles 9 and 10 of MiFID II; and (c) local implementing measures;
and/or (d) (where applicable to UK investors or UK firms) the
relevant provisions of the UK statutory instruments implementing
Directive 2014/65/EU and Commission Delegated Directive (EU)
2017/593, Regulation (EU) No 600/2014 of the European Parliament,
as they form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended (together, the "UK MiFID Laws")
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the REX Retail Offer Shares have been subject
to a product approval process, which has determined that the REX
Retail Offer Shares are: (i) compatible with an end target market
of retail investors who do not need a guaranteed income or capital
protection and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in Directive
2014/65/EU and the UK MiFID Laws (as applicable) (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the REX Retail Offer Shares may
decline and investors could lose all or part of their investment;
the REX Retail Offer Shares offer no guaranteed income and no
capital protection; and an investment in the REX Retail Offer
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the REX Retail
Offer. Furthermore, it is noted that, notwithstanding the Target
Market Assessment, Peel Hunt LLP will only contact prospective
applicants for participation in the REX Retail Offer who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Directive 2014/65/EU or the UK MiFID Laws; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the REX Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the REX Retail Offer Shares and determining appropriate
distribution channels.
It is further noted that the REX Retail Offer is only open to
investors in the United Kingdom who fall within Article 43 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (which includes an existing member of the
Company).
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END
IOEEADFLFDNAFAA
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November 15, 2022 02:01 ET (07:01 GMT)
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