NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED
STATES, AUSTRALIA, 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 END OF THIS ANNOUNCEMENT.
THE
COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR
MATERIALS RELATING TO THE 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
AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF BORDERS &
SOUTHERN PETROLEUM PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS
AND WILL BE ENGAGED IN ONLY BY 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 BORDERS & SOUTHERN PETROLEUM
PLC.
24 February 2025
Borders & Southern
Petroleum plc
("Borders &
Southern" or the "Company")
Result of Retail
Offer
Capitalised terms used but not
otherwise defined in this announcement shall have the meanings
ascribed to such terms in Appendix II of the Placing, Subscription
and Retail Offer Announcement issued on 20 February 2025 at 7a.m.,
unless the context requires otherwise.
Borders & Southern (AIM: BOR),
the London based independent oil and gas company with assets
offshore of the Falkland Islands, is pleased to announce that the
Retail Offer launched on 20 February 2025 has now closed. It
received strong support from existing shareholders and was almost 3
times oversubscribed. The Retail Offer raised in aggregate £0.2
million through the issuance of 4,210,526 Retail Offer Shares at a
price of 4.75 pence each.
Allocations were made to existing
Shareholders, applying the principles of soft pre-emption. Existing
Shareholders received 100 per cent. of their soft pre-emptive
allowance, when their order matched or exceeded their soft
pre-emptive allowance. Given the level of demand, where the order
was greater than the soft pre-emptive allowance shareholders
received approximately 23.37 per cent. of their additional
demand1.
1 Soft Pre-emptive allowance Calculation: Existing shares X
5.5571% (Dilution from total new shares being issued) = Soft
Pre-emptive allowance shares. Soft Pre-emptive allowance shares X
100% = Soft Pre-emptive allowance allocated shares. Additional
demand allocation share calculation: (Total order shares - Soft
pre-emptive allowance allocation shares) X approximately
23.37%.
Accordingly, conditional on the
passing of the Resolutions at the General Meeting and admission of
the Placing Shares, Subscription Shares and Retail Offer Shares the
Company has conditionally raised total gross proceeds of
approximately £2.2 million in aggregate by way of the
Fundraising.
Harry Baker, Chief Executive Officer of Borders &
Southern, commented:
"I would like to thank all investors
for their support at this pivotal time for the Company. We are
hoping that increased engagement with potential partners will
result in the right deal or deals being announced in due course.
These funds give us the time and firepower to complete the right
transaction for shareholders."
Admission and Total Voting
Rights
Application will be made to the
London Stock Exchange for admission of the Retail Offer Shares, a
total of 4,210,526 new Ordinary Shares, to trading on AIM. It is
expected that Admission will become effective and dealings in the
Placing Shares, Subscription Shares and Retail Offer Shares will
commence on AIM at 8.00 a.m. on or around 20 March 2025 (or such
later date as may be agreed between the Company and the Joint
Bookrunners, but no later than 31 March 2025) ("Admission").
The Placing Shares, Subscription
Shares and Retail Offer Shares will be issued fully paid and will
rank pari passu in all respects with the Company's existing
Ordinary Shares.
Following Admission, the total
number of Ordinary Shares in the capital of the Company in issue
will be 877,630,245 with voting rights. This figure may be used by
shareholders 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's share capital pursuant
to the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
Update on Placing and
Subscription
Further to the RNS announcement
issued by the Company at 7.49am on 20 February 2025 ("Result of
Placing and Subscription, PDMR Dealing"), the Company announces
that 210,526 New Ordinary Shares which were due to be issued as
part of the Placing to Will Hodson will now be issued via the
Subscription, The total number of New Ordinary Shares to be issued
under the Placing and Subscription, and funds raised for the
Company thereof, remains unchanged and as previously
announced.
For further
information, please contact:
Borders & Southern Petroleum plc
Harry Baker, Chief Executive Tel:
020 7071 6984
SP
Angel Corporate Finance LLP (Nominated Adviser and
Broker)
Stuart Gledhill / Richard Hail /
Adam Cowl Tel: 020 3470 0470
Zeus (Joint Bookrunner)
Nick Searle / Simon Johnson /
Antonio Bossi / Andrew de Andrade Tel: 0203 829 5000
Hannam & Partners (Joint Bookrunner)
Neil Passmore / Leif Powis Tel: 0207
907 8500
Tavistock (Investor Relations)
Simon Hudson / Nick Elwes Tel: 020
7920 3150
Important
Notices
The 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).
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, 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 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 or to
or for the account or benefit of any US person (within the meaning
of Regulation S under the US Securities Act) (a "US Person"). No
public offering of the Retail Offer Shares is being made in the
United States. The Retail Offer Shares are being offered and sold
outside the United States in "offshore transactions", as defined in,
and in compliance with, Regulation S under the US Securities Act.
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 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.
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.
Each of Zeus Capital Limited
("Zeus") and H & P Advisory Limited (together with the Zeus,
the "Joint Bookrunners") 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 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 Retail Offer, Admission and the other
arrangements referred to in this announcement.
The value of Ordinary Shares and the
income from them is not guaranteed and can fall as well as rise due
to stock market and currency 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. Each of the Company
and the Joint Bookrunners expressly disclaims 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.
The information in this announcement
is for background purposes only and does not purport to be full or
complete. None of the Joint Bookrunners and 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. The Joint Bookrunners and affiliates, accordingly
disclaims all and any liability whether arising in tort, contract
or otherwise which it 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 Retail Offer Shares to be issued or sold pursuant to the Retail
Offer will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
UK
Product Governance Requirements
Solely for the purposes of the
product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise,
which any "manufacturer" (for the purposes of the UK MiFIR Product
Governance Requirements) may otherwise have with respect thereto,
the Retail Offer Shares have been subject to a product approval
process, which has determined that the Retail Offer Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6
of COBS; and (ii) eligible for distribution through all permitted
distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Retail Offer Shares may decline and
investors could lose all or part of their investment; the Retail
Offer Shares offer no guaranteed income and no capital protection;
and an investment in the 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 any contractual, legal or
regulatory selling restrictions in relation to the Retail
Offer.
For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of Chapters 9A or
10A respectively of COBS; 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 Retail Offer Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Retail Offer Shares and determining
appropriate distribution channels.
EU
Product Governance Requirements
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (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 Retail Offer Shares
have been subject to a product approval process, which has
determined that the Retail Offer Shares are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail
Offer Shares may decline and investors could lose all or part of
their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the 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 EU Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Retail
Offer.
For the avoidance of doubt, the EU
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; 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 Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution
channels.
