TIDMROSE
RNS Number : 5026R
Rose Petroleum PLC
22 September 2017
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 ("MAR"). With the publication of this announcement,
this information is now considered to be in the public domain.
22 September 2017
Rose Petroleum plc
("Rose", the "Company" or the "Group")
Issue of equity to raise GBP3m, notice of General Meeting
and
change to Total Voting Rights
Rose (AIM: ROSE), the AIM quoted natural resources business, is
pleased to announce that the Company has conditionally raised GBP3m
before expenses through a placing of 75,000,000 new ordinary shares
of 0.1 pence each ("Placing Shares") at a price of 4 pence per
share (the "Placing Price") with a range of new and existing
investors (the "Placing"). Of the funds raised, GBP600,000 is
conditional, inter alia, on the approval of shareholders at a
general meeting of resolutions to provide authority to the
Directors to issue and allot further new ordinary shares otherwise
than on a non-pre-emptive basis, further details of which are set
out below.
The net proceeds of the Placing will be used to complete the 3D
seismic survey on the Company's oil and gas exploration acreage in
the Paradox Basin, Utah (the "Paradox Acreage"), to commence drill
permitting and to provide working capital.
The seismic survey is an essential part of unlocking the
potential of the Paradox Acreage, which will identify the drill
locations for the initial drill programme planned for the second
half of 2018. The directors of Rose believe the state of the art 3D
seismic shoot proposed is of considerably higher quality than
previously shot within the Paradox basin and is planned to not only
identify the potential targets within the Paradox clastics, as
defined in the Ryder Scott resources report of April 2014, but is
also expected to be able to show potential targets within the
Leadville Limestone formation, directly below the clastics. This
offers additional potential for conventional targets which have
been successfully exploited directly south of the Company's acreage
in the Salt Wash Field.
As a result of this fundraise, subject to the resolutions being
passed at the GM (as defined below) for the second tranche of the
Placing, the seismic shoot is now fully funded and should be
completed by year-end 2017, with processing and interpretation, and
the subsequent identification of drill targets completed in early
2018. The availability of this data is expected to open up
additional channels for financing the drill programme, both at
project level and/or at corporate level, and based on historic
discussions with third parties, the directors of Rose are confident
of further financing being available at that time.
As recently announced, Rose has extended the earn-in agreement
on the Paradox Acreage to include not only hydrocarbons but also
lithium, brines, salts, magnesium and water, or mineral interests.
The 3D seismic data will also be able to be utilised to identify
potential lithium targets which are known to exist in the Paradox
basin. Although not the primary target, these minerals could
provide significant further value for shareholders.
The Company will shortly make available on its website,
www.rosepetroleum.com, a presentation providing further details of
the Company's Paradox Acreage.
Details of the Placing and general meeting
The Placing Shares to be issued pursuant to the Placing have
been conditionally placed by Turner Pope Investments Limited
("TPI"), as agent of the Company, with certain existing and new
investors pursuant to a Placing Agreement.
The Company currently has limited authority to issue new
ordinary shares for cash on a non-pre-emptive basis. Accordingly,
the Placing is being conducted in two tranches, as follows:
1. First Placing Shares
A total of GBP2,400,000, representing the issue of 60,000,000
Placing Shares at the Placing Price (the "First Placing Shares"),
has been raised within the Company's existing share allotment
authorities (the "First Placing"). Application will be made for the
First Placing Shares to be admitted to trading on AIM and it is
expected that their admission to AIM will take place on or around
28 September 2017 ("First Admission"). The issue of the First
Placing Shares is conditional only upon First Admission and the
Placing Agreement becoming unconditional in respect of the First
Placing Shares and not being terminated in accordance with its
terms prior to First Admission.
2. Second Placing Shares
The balance of the Placing, being GBP600,000 and representing
the issue of 15,000,000 Placing Shares at the Placing Price (the
"Second Placing Shares"), is conditional upon, inter alia, the
passing of resolutions 1 and 2 (granting the Directors authority to
issue and allot new ordinary shares otherwise than on a
non-pre-emptive basis) to be put to shareholders of the Company at
a general meeting of the Company to be held on 9 October 2017 (the
"GM") (the "Second Placing"), whereby such authority will be
utilised by the Directors to enable completion of the Second
Placing. A circular containing a notice of the GM will be posted to
shareholders later today and will be made available on the
Company's website www.rosepetroleum.com.
In addition, the Second Placing is conditional, inter alia, on
the Placing Agreement becoming unconditional in respect of the
Second Placing Shares and not being terminated in accordance with
its terms prior to the admission of the Second Placing Shares to
trading on AIM ("Second Admission"). Application will be made for
the Second Placing Shares to be admitted to trading on AIM and it
is expected that Second Admission will take place on or around 10
October 2017.
The Placing as a whole would, if the necessary resolutions are
approved at the GM, result in the issue of 75,000,000 new ordinary
shares of 0.1p each, representing, in aggregate, approximately 67
per cent. of the Company's issued ordinary share capital as
enlarged by the Placing. The First Placing is not conditional on
the Second Placing completing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of the Company, including the right to receive all dividends
or other distributions made, paid or declared in respect of such
shares after the date of issue of the Placing Shares.
Placing Agreement and warrants
Under the terms of the Placing Agreement, TPI will receive
commission from the Company conditional on First Admission and
Second Admission and the Company will give customary warranties and
undertakings to TPI in relation, inter alia, to its business and
the performance of its duties. In addition, the Company has agreed
to indemnify TPI in relation to certain liabilities that they may
incur in undertaking the Placing. TPI has the right to terminate
the Placing Agreement in certain circumstances prior to First
Admission and Second Admission, in particular, in the event that
there has been, inter alia, a material breach of any of the
warranties. The Placing is not being underwritten.
In addition, for its services as Placing agent, TPI will be
granted warrants to subscribe for 3,625,000 new ordinary shares of
0.1p each in the Company (representing approximately 3.7 per cent.
of the issued ordinary share capital as enlarged by the Placing) at
a price of 7.125p (the "Warrants"). The Warrants will be
exercisable for three years at any time from the date of First
Admission.
Total Voting Rights
With effect from First Admission, the Company's issued ordinary
share capital will comprise 97,644,709 ordinary shares of 0.1
pence, with one voting right per share. The Company does not hold
any shares in treasury. Therefore, the total number of ordinary
shares of 0.1p and voting rights in the Company will be 97,644,709.
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 in their
interest in, the share capital of the Company pursuant to the FCA's
Disclosure Guidance and Transparency Rules.
MAR
The Market Abuse Regulation (MAR) became effective from 3 July
2016. Market soundings, as defined in MAR, were taken in respect of
the Placing with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement has been disclosed as soon as possible
in accordance with paragraph 7 of article 17 of MAR. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of inside information relating to the
Company and its securities.
Matthew Idiens, CEO of Rose Petroleum plc, commented:
"The Board is delighted to have completed this transformational
fundraise to fully finance the 3D seismic programme, and thanks new
and existing investors for their support, albeit at a discounted
valuation. The fundraise will enable us to commence fulfilling the
long-term objective of realising the potential value of the Paradox
Acreage. We have been waiting a long time to commence the seismic
shoot, and we believe the seismic shoot can be the catalyst to
deliver significant shareholder value.
Having already started the surveying, we are now able to
commence the physical shoot without delay and have mobilised the
teams to begin operations. 3D seismic is an essential part of
unlocking the basin and with the expertise of the team we now have
in place we are confident of success.
The additional uses of the seismic data beyond the assessment of
the Paradox clastics, including assessing the Leadville Limestone
formation which has been successfully exploited very close to our
acreage and also the assessment of the lithium potential provide
further upside for shareholders than previously considered.
Whilst shareholders may be disappointed with the pricing level
of the fundraise, it was crucial for the Company to clear this
funding hurdle and commence what we hope will be a very exciting
time for the Company.
We would like to take this opportunity to welcome our new
shareholders on board and look forward to keeping all our
shareholders informed of our progress as we implement our work
programme outlined above over the coming months."
Enquiries:
Rose Petroleum Tel: +44 (0)
plc 20 7225 4595
Matthew Idiens (CEO) Tel: +44 (0)
Chris Eadie (CFO) 20 7225 4599
Jeremy Porter / James Allenby Capital Tel: +44 (0)
Reeve / Liz Kirchner Limited 20 3328 5656
James Pope / Ben Turner Pope Tel: +44 (0)20
Turner Investments 3621 4120
This information is provided by RNS
The company news service from the London Stock Exchange
END
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