TIDMFRR
RNS Number : 7368S
Frontera Resources Corporation
04 October 2017
4 October 2017
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
IN THE PUBLIC DOMAIN.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY DARWIN STRATEGIC LIMITED
WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT
AUTHORITY. PRIMARYBID LTD IS AN APPOINTED REPRESENTATIVE OF DARWIN
STRATEGIC LIMITED.
Frontera Resources Corporation
("Frontera Resources" or the "Company")
Fundraising and Subscription of approximately GBP3.0 million
including a PrimaryBid Offer
Frontera Resources Corporation (AIM:FRR), the European focused
oil and gas exploration and production company, is pleased to
announce a fundraising of approximately GBP3m (before expenses) by
the issue and allotment by the Company of 517,241,379 new ordinary
shares each in the Company ("New Ordinary Shares") at an offer
price of 0.58 pence per New Ordinary Share, being a discount of
approximately 17 per cent to yesterday's closing price. The
fundraising comprises a Director subscription (the "Subscription")
in conjunction with a fully underwritten offer via PrimaryBid (the
"Offer") (together the "Fundraising").
The Company is pleased to provide existing shareholders, private
and other investors the opportunity to participate in the
fundraising by applying exclusively through the www.PrimaryBid.com
platform under the Offer. PrimaryBid does not charge investors any
commission for this service.
On 22 August 2017, the Company stated its intentions in respect
to the Dino-2 well in Taribani and the Ud-2 well in Mtsare-Khevi.
Following the successful re-entry of the Ud-2 well, the Company is
now in the position to accelerate the work on the Dino-2 well.
The proceeds of the Fundraise are to procure (i) the following
materials and services for wells Dino-2 and T-45 in Taribani
complex: drilling mud and fluids, tubulars, and (ii) the following
services for drilling of Dino-2 well in Taribani complex: drilling,
logging and cementing services.
Highlights
-- Fundraising at 0.58 pence per New Ordinary Share ("Issue
Price") to raise an aggregate of approximately GBP3.0 million
(before expenses).
-- Of the fundraise, intention of Zaza Mamulaishvili to subscribe for GBP1.0 million.
-- The Offer, which is described below, is fully underwritten by two financial institutions.
-- The Company values its private investor base and is therefore
opening the Offer to individual and institutional investors
exclusively on PrimaryBid.com until 9p.m. on 4(th) October 2017.
PrimaryBid Limited is acting as sole arranger for the Offer.
-- Subscriptions under the Offer will be considered by the
Company on a "first come, first served" basis subject to
conditions.
-- Any investment request over GBP100,000 will first require the Company's consent.
No commission is charged to investors on applications to
participate in the Offer made through PrimaryBid. It is vital to
note that once an application for New Ordinary Shares has been made
and accepted via PrimaryBid, an application cannot be
withdrawn.
Further details of the Offer and the Subscription are included
below. The Director's subscription is classified as related party
transactions in accordance with the AIM Rules. With the exception
of Zaza Mamulaishvili, the directors of the Company consider,
having consulted with its nominated adviser, Cairn Financial
Advisers LLP, that the terms of the transaction are fair and
reasonable insofar as its shareholders are concerned.
For further information on PrimaryBid.com or the procedure for
applications under the Offer, visit www.PrimaryBid.com or call
PrimaryBid.com on +44 (0) 20 7491 6519.
The Fundraising is expected to be completed and the results of
it announced on 5 October 2017.
Enquiries:
Frontera Resources (713) 585- 3216
Zaza Mamulaishvili
info@fronteraresources.com
+44 (0) 20 7213
Cairn Financial Advisers LLP 0880
Jo Turner / Liam Murray
+44 (0)20 3411
WH Ireland Limited 1880
James Joyce / Alex Bond
+44 (0) 203
Yellow Jersey 735 8825
Tim Thompson
Harriet Jackson
Henry Wilkinson
+44 (0) 207
PrimaryBid Limited 491 6519
Dave Mutton
Details of the Fundraising
The Company today announces a Fundraise of GBP3.0 million
(before expenses) through the issue and allotment by the Company of
an aggregate of 517,241,379 new ordinary shares each in the Company
("New Ordinary Shares") at a price of 0.58 pence per New Ordinary
Share ("Issue Price").
The Company values its private investor base which has supported
the Company alongside institutional investors over several years.
Given the longstanding support of private shareholders, the Company
believes that it is appropriate to provide private and other
interested investors the opportunity to participate in the
Fundraising. The Company is therefore making the Offer exclusively
through PrimaryBid.com.
Private and other investors may participate in the Offer of New
Ordinary Shares on a on a first come, first served basis,
exclusively through PrimaryBid.com.
The Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Rules. As such, there is no
need for publication of a prospectus pursuant to the Prospectus
Rules, or for approval of the same by the Financial Conduct
Authority in its capacity as the UK Listing Authority.
The Company offers for subscription under the Fundraising up to
517,241,379 New Ordinary Shares at the Issue Price to raise
approximately GBP3.0 million with a minimum subscription of
GBP1,000 per investor. The Offer is fully underwritten and is open
to existing shareholders and other investors subscribing via
PrimaryBid.com. This allocation will be filled on a "first come
first served" basis.
The maximum investment amount under the Offer for any investor
is GBP100,000. Any investment request over GBP100,000 will first
require the Company's consent.
The Company may, at its sole discretion (within the Company's
existing non pre-emptive permissions), elect to increase the total
number of New Ordinary Shares issued under the Offer.
For further details please refer to the PrimaryBid.com website
at www.PrimaryBid.com.
The terms and conditions on which the Offer is made, including
the procedure for application and payment for New Ordinary Shares,
is available to all persons who register with PrimaryBid.com. The
Offer is made on a first come, first served basis and scale back of
subscriptions (where necessary) will be made at the discretion of
PrimaryBid in consultation with the Company.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Company's existing Ordinary
Shares.
Application will be made to the London Stock Exchange plc for
the admission of the New Ordinary Shares to trading on AIM
("Admission"). It is expected that Admission will occur and that
dealings will commence at 8.00 a.m. on or around 11 October 2017 -
at which time it is also expected that the New Ordinary Shares will
be enabled for settlement in CREST.
The Offer is not being made into any Restricted Jurisdiction or
any other jurisdiction where it would be unlawful to do so.
Subscription and Related Party Transaction
It is the intention of Mr Zaza Mamulaishvili, CEO of the
Company, to subscribe for GBP1.0 million of New Ordinary Shares at
the offer price of 0.58 pence per share.
Mr Mamulaishvili is currently interested in 841,845,433 ordinary
shares, representing 6.3 per cent. of the issued share capital of
the Company prior to the Subscription and Offer.
The Director's subscription is classified as related party
transactions in accordance with the AIM Rules. With the exception
of Zaza Mamulaishvili, the directors of the Company consider,
having consulted with its nominated adviser, Cairn Financial
Advisers LLP, that the terms of the transaction are fair and
reasonable insofar as its shareholders are concerned.
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 New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for New Ordinary Shares. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
Expected Timetable of Principal Events
Announcement of the Offer 4 October 2017
Closing of subscriptions 9:00 p.m. on 4 October
on PrimaryBid.com 2017
Announcement of result of 5 October 2017
the Offer
Admission and commencement 8:00 a.m. on or around
of dealings in the New Ordinary 11 October 2017
Shares on AIM
Definitions
"CREST" the relevant system (as
defined in the CREST Regulations)
in respect of which Euroclear
is the operator (as defined
in the CREST Regulations)
--------------------------- -----------------------------------
"Euroclear" Euroclear UK & Ireland
Limited
--------------------------- -----------------------------------
"Prospectus Rules" the Prospectus Rules made
in accordance with the
EU Prospectus Directive
2003/71/EC in relation
to offers of securities
to the public and the
admission of securities
to trading on a regulated
market
--------------------------- -----------------------------------
"Restricted Jurisdictions" United States of America,
Canada, Australia, Japan
and the Republic of South
Africa and any other jurisdiction
where the extension or
availability of the Offer
would breach any applicable
law
--------------------------- -----------------------------------
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEKMMGGKDLGNZM
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