TIDMPOS
RNS Number : 4869U
Plexus Holdings Plc
02 December 2013
Plexus Holdings PLC / Index: AIM / Epic: POS / Sector: Oil
equipment & services
2 December 2013
Plexus Holdings PLC ('Plexus' or 'the Company')
GBP6.83 million Share Placing
Plexus Holdings PLC, the AIM quoted oil and gas engineering
services business and owner of the proprietary POS-GRIP(R)
friction-grip method of wellhead engineering, is pleased to
announce that it has conducted a placing to raise, in aggregate,
approximately GBP6.83 million before expenses by way of a placing
of 2,787,624 ordinary shares of 1 penny each at a price of 245p per
share (the 'Placing Price'). This comprises 1,020,408 new ordinary
shares of 1 penny each which are being issued by the Company and
1,067,216 new ordinary shares of 1 penny each which are being sold
following the exercise of share options by certain optionholders of
the Company as described further below (together 'New Ordinary
Shares'). In addition, conditional on admission of the New
OrdinaryShares to trading on AIM ("Admission"), an existing
shareholder of the Company as detailed below has sold 700,000
ordinary shares ('Existing Ordinary Shares') of 1 penny each to
meet demand from new and existing institutional investors (the
placing of New Ordinary Shares and Existing Ordinary Shares being
collectively referred to as 'the Placing'). The Company's Nomad and
Broker, Cenkos Securities plc conducted the Placing.
Plexus intends to use the net proceeds of the Placing of the New
Ordinary Shares which are being issued by the Company to support
the Company's growth strategy, which continues to be focused on
expanding both the international reach and the range of
applications of its innovative POS-GRIP friction-grip oil and gas
wellhead technology, known for its superior safety, time and cost
saving attributes. Specifically, the net proceeds raised for the
Company will be used to provide:
-- Financing of the second half of the HGSS(TM) subsea wellhead
Joint Industry Project ('JIP') estimated to cost up to a further
GBP1.5m to GBP2m to complete over the next 18 months. The funds
raised for the HGSS project will enable existing working capital to
be directed towards the on-going development and future
implementation of a range of growth strategy initiatives over the
next three years which include the following:
-- Completion of up to 20,000 psi Tie-back product JIP, and the
commencement of sales initiatives to run alongside the running of a
prototype in the field
-- Possible establishment of an additional JIP to accelerate the
design and development of subsea annulus management and monitoring
technology and capability that would then be able to be transferred
to the new HGSS subsea wellhead design and development process so
as to accelerate the delivery of this target feature
-- Financing of additional capex for ongoing expansion of rental
wellhead exploration inventory fleet stationed in Aberdeen
-- The balance of the new funds raised will be used to support
the planned Asian sales strategy from Singapore and in
particular:-
-- Establishing a local rental wellhead inventory permanently
based in Singapore which will form the new Plexus 'Asian Hub'
-- Building out of the Asian hub and addressing additional
infrastructure costs such as warehouse, offices, personnel and
marketing
Ben van Bilderbeek, CEO of Plexus said, "I am delighted by the
strong support received from both existing shareholders and new
institutional investors for this GBP6.83 million placing. I believe
this shows that the investment community recognises the substantial
progress we have made to date as a leading oil and gas wellhead
service company. Most importantly, it shows the significant growth
potential, both organically and via future licencing and joint
venture agreements, of our unique and proprietary POS-GRIP wellhead
technology which I believe is capable of transforming the oil and
gas wellhead services landscape across exploration, production and
subsea drilling applications.
"Our POS-GRIP equipment has proved itself in terms of safety,
reliability and performance especially for high pressure/high
temperature, in over 300 wells worldwide operated by major oil and
gas companies. For this reason, I believe its best in class
capabilities place us in an ideal position to continue to win new
business for our surface exploration wellhead rental business,
particularly as exploration activity opportunities increase and
drilling environments become ever more technically challenging.
"The new equity finance will in turn help to accelerate our
pursuit of new business opportunities, whilst increasing our global
reach. We are currently strengthening Plexus' presence and
marketing activities in the important Asian growth region,
particularly Singapore, Malaysia, Brunei, and Australia. In
addition we are making excellent progress with our JIP where we are
working alongside six major oil and gas companies to develop and
commercialise a new and safer subsea wellhead, HGSS, utilising
Plexus' patented POS-GRIP technology. We believe our planned entry
into the fast growing and sizeable subsea market will be a major
milestone for the Company, and it is particularly beneficial to
have a number of global oil and gas operators such as ENI, Maersk,
Shell, and Total working alongside our own design engineers as
consulting partners to the project.
"We look forward to reporting on these developments in the
coming months as we continue to promote POS-GRIP friction grip
technology as the wellhead and technology of choice and indeed
necessity due to its superior safety and operational benefits."
Details of the Placing
As part of the Placing, Thrall Enterprises, Inc (in which J
Jeffrey Thrall, Chairman, is beneficially interested), an existing
shareholder of the Company has also agreed to sell 700,000 Existing
Ordinary Shares at the Placing Price to, inter alia, meet
institutional demand and improve liquidity.
Separately, certain option holders have conditional on Admission
exercised share options and agreed to sell 1,067,216 New Ordinary
Shares. Included in the foregoing, Ben van Bilderbeek, CEO, has
conditionally exercised 194,152 options over ordinary shares of 1
penny each in the Company ('Ordinary Shares') at an exercise price
of 59p per Ordinary Share and Graham Stevens, CFO, has
conditionally exercised 116,000 options over Ordinary Shares at an
exercise price of 59p per Ordinary Share. All such Ordinary Shares
will be sold as part of the Placing at the Placing Price of 245p
per Ordinary Share.
The Directors' beneficial interests in Ordinary Shares prior to
and following Admission are set out below:
Director Ordinary % of total Ordinary % of total Options
Shares held issued share Shares held issued share over
immediately capital immediately after Admission capital held Ordinary
prior to prior to after Admission Shares
Admission Admission outstanding
after
Admission
J Jeffrey
Thrall * 43,404,001 52.42 42,704,001 50.30 40,169
------------- --------------------- ----------------- ----------------- -------------
Ben van Bilderbeek** 58,700,001 70.89 58,700,001 69.15 761,806
------------- --------------------- ----------------- ----------------- -------------
Graham Stevens 15,100 0.02 15,100. 0.02 500,421
------------- --------------------- ----------------- ----------------- -------------
Craig Hendrie 12,600 0.02 12,600 0.01 621,232
------------- --------------------- ----------------- ----------------- -------------
Christopher
Fraser 10,000 0.01 10,000 0.01 100,000
------------- --------------------- ----------------- ----------------- -------------
Geoffrey
Thompson - - - - 100,000
------------- --------------------- ----------------- ----------------- -------------
*Jeffrey Thrall, in addition to his own beneficial interest of
704,000 ordinary shares currently held by Thrall Enterprises, Inc.
prior to the Placing, has an indirect beneficial interest in a
company which controls 32.477% of Mutual Holdings Limited. The
number of shares held by Mutual Holdings Limited in the Company
prior to the Placing is 42,700,001 ordinary shares.
**Ben van Bilderbeek is one of the beneficiaries of a trust
which controls 59.962% of the shares of Mutual Holdings Limited
(shareholding in the Company noted in * above) and the entire
issued share capital of OFM Investment Limited which holds
16,000,000 ordinary shares in the Company.
Application has been made for theNew Ordinary Shares to be
admitted to trading on AIM and it is expected that dealings will
commence on 5 December 2013.The New Ordinary Shares will rank pari
passu with the existing Ordinary Shares in the Company from
Admission.
Following Admission, Plexus will have 84,892,673 Ordinary Shares
in issue and each share has the right to one vote. Therefore, for
the purposes of the Financial Conduct Authority ('FCA') Disclosure
and Transparency Rules, the total number of voting rights in the
Company is 84,892,673. The above figure may be used by shareholders
as the denominator for the calculations by which they will
determine whether they are required to notify the Company of their
interests in, or change to their interests in, the Company under
the FCA's Disclosure and Transparency Rules.
The Placing has only been made to persons (i) falling within the
description of persons that, if they were clients of Cenkos
Securities PLC, could be categorised as a "professional client" or
an "eligible counterparty" within the meaning of Chapter 3 of the
FCA's Conduct of Business Sourcebook, (ii) of a kind described in
paragraph 5 of Article 19 or paragraph 2 of Article 49 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended), and (iii) who fall within the provisions of
Article 2.1(e)(i) of the Prospectus Directive and no other person
may now participate in the Placing or rely on any communication
relating to it.
**ENDS**
For further information please visit www.posgrip.com or
contact:
Ben van Bilderbeek Plexus Holdings PLC Tel: 020 7795 6890
Graham Stevens Plexus Holdings PLC Tel: 020 7795 6890
Jon Fitzpatrick Cenkos Securities PLC Tel: 020 7397 8900
Ken Fleming Cenkos Securities PLC Tel: 0131 220 6939
Felicity Edwards St Brides Media & Finance Tel: 020 7236 1177
Ltd
Frank Buhagiar St Brides Media & Finance Tel: 020 7236 1177
Ltd
Notes to Editors:
Plexus Holdings PLC, which began trading on AIM in December
2005, is an oil and gas engineering and services business, which
supplies wellhead and mudline suspension equipment for exploration
and production applications. Based in Aberdeen, with offices in
London, Cairo, Kuala Lumpur and a presence in Houston, Texas, it
has developed and patented a friction-grip method of engineering
for oil and gas field wellheads and connectors, POS-GRIP(R), which
involves deforming one tubular member against another to effect
gripping and sealing.
The Company plans to accelerate the roll out of POS-GRIP
wellhead equipment as a superior alternative to current technology
and for it to become the future industry standard for wellhead
design. In particular, the technology has advantages in High
Pressure/High Temperature (HP/HT) and Extreme HP/HT (X-HP/HT) oil
and gas environments, for which there is growing global demand and
where Plexus is being increasingly recognised as the supplier of
choice. Importantly, the Company is focussed on extending its
proprietary technology into an increasing number of subsea
applications. In line with this, in March 2011 the Company launched
an initiative to develop a new subsea wellhead design, HGSS(TM),
utilising its friction-grip technology in collaboration with key
oil and gas operators and service companies. Royal Dutch Shell,
Wintershall, Maersk, Tullow Oil, ENI, Oil States Industries Inc.,
TOTAL and the UK entity of the world's largest offshore drilling
company have joined the initiative to date. The HGSS subsea
wellhead design will include a combination of key features never
before seen in a subsea wellhead which include being rated to
15,000 psi, 4,000,000 pounds of 'instant' casing lockdown capacity,
annulus pressure monitoring and access for 'bleed off' capability
to address sustained casing pressure ('SCP') issues which are
recognised by the API as a serious industry problem, and rigid
metal annular seal technology qualified to match the performance of
premium casing. The design process has now been completed, and
prototype testing is due for completion mid 2014.
To date, POS-GRIP wellhead systems have been used or selected to
be used in over 300 oil and gas wells by international companies
including Apache Energy Australia, BHP Billiton, BG International,
Bowleven plc, BP, Brunei Shell Petroleum, Cairn Energy, Centrica,
ConocoPhillips, Dana Petroleum, Dubai Petroleum, GDF SUEZ, Global
Santa Fe, Maersk, Niko Resources, Petro-Canada Trinidad &
Tobago, Red Sea Petroleum Operating Company, Repsol, RWE, Senergy
Limited, Shell Egypt, StatoilHydro, Silverstone Energy, Talisman
Energy, Tullow Oil, and Wintershall.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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