TIDMBOIL
RNS Number : 5294G
Baron Oil PLC
16 November 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 WHICH FORMS PART OF DOMESTIC
UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
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.
16 November 2022
Baron Oil Plc
("Baron Oil", "Baron" or the "Company")
Results of REX Retail Offer
Result of Fundraise
and
Total Voting Rights
Baron Oil (AIM: BOIL), the AIM-quoted oil and gas exploration
and appraisal company, is pleased to confirm, further to the
announcements made on 15 November 2022, the completion of its
Fundraise at the Issue Price of 0.12 pence per share. The Company
announces that it has raised aggregate gross proceeds of
approximately GBP0.36 million pursuant to the REX Retail Offer,
alongside the previously announced Placing and Subscription.
Accordingly, the Company will issue a total of 302,856,299 new
Ordinary Shares at the Issue Price pursuant to the REX Retail
Offer.
In total, the Placing and Subscription and the REX Retail Offer
have raised gross proceeds of approximately GBP5.36 million for the
Company, via the Placing and Subscription of 4,166,666,667 Placing
and Subscription Shares and the 302,856,299 REX Retail Shares to be
issued pursuant to the REX Retail Offer.
Andy Yeo, CEO of Baron, commented:
"Baron greatly values its retail shareholder base and believes
that, given the size of the main Placing and Subscription which was
announced yesterday conditionally raising GBP5 million gross for
the Company, it was appropriate to provide our existing retail
shareholders with the opportunity to participate on the same terms
via the REX Retail Offer. This has provided additional funds of
approximately GBP0. 36 million for Baron as we move into 2023."
Admission and Total Voting Rights
Application has been made for the Placing and Subscription
Shares and the REX Retail Shares to be admitted to trading on AIM
("Admission") and the date on which Admission is expected to become
effective is on or around 29 November 2022.
Upon Admission, the Company's issued ordinary share capital will
consist of 18,920,260,428 Ordinary Shares with one voting right
each. The Company does not hold any Ordinary Shares in treasury.
Therefore, from Admission the total number of Ordinary Shares and
voting rights in the Company will be 18,920,260,428 . With effect
from Admission, this figure may be used by Shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.
Terms used but not defined in this announcement have the same
meaning as set out in the Company's announcement released at 07:00
on 15 November 2022.
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.
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END
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November 16, 2022 02:00 ET (07:00 GMT)
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