TIDMROSE
RNS Number : 8574M
Rose Petroleum PLC
02 May 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE
TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF ROSE PETROLEUM PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
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.
2 May 2018
Rose Petroleum plc
("Rose", the "Company" or the "Group")
Issue of equity and proposed general meeting
Rose Petroleum plc (AIM: ROSE), the AIM quoted natural resources
business, is pleased to announce that the Company has raised GBP1
million, before expenses, through the issue of new ordinary shares
of 0.1 p each in the Company ("Ordinary Shares") at a price of
3.25p per Ordinary Share, with warrants attached, to a range of new
and existing investors (the "Placing"). Of the funds raised,
GBP633,920 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 Board had intended to only utilise the existing share
authority levels, however, given the high demand for this placing,
the Board decided to increase the size of the fundraise but limit
it to the GBP1 million level, to avoid unnecessary dilution while
it continues to seek alternative funding for its proposed drill
programme in the Paradox Basin, Utah ("Paradox").
Following on from the recent acquisition of additional acreage
in the Paradox, a substantial proportion of the net proceeds of the
Placing will be used to further prepare for the next stages of the
Company's Paradox project, such as updating the Competent Person's
Report ("CPR"), which is expected to be completed within six weeks.
Additionally, in order to place the Company in the best possible
position to secure funding for the drilling programme and be "drill
ready" once the Application for Permit to Drill ("APD") is granted
(expected Q3 this year), part of the Placing funds will be utilised
for the required Operator Bond and insurance requirements of the
Bureau of Land Management and State of Utah Lands regulations. The
improved funding position of the Group, as a result of this
fundraise, will also improve the negotiating position of the Board
as it progresses through the process of funding the drilling
programme for the Company's first Paradox wells.
In addition, part of the Placing proceeds may be used to fund
certain business development activity. As the Company's activity in
the Paradox basin has intensified, Rose has been approached by a
number of third parties about potential partnering and investment
opportunities in the region. While the Company remains wholly
focused on the Paradox project, the directors of Rose believe they
should appraise any additional opportunities further, particularly
those comprising producing assets, to see if there may be
commercial synergies with the existing Paradox operations and
whether they might add value to Rose's portfolio. The Paradox
activity will remain the absolute priority, and there are no
guarantees that any opportunities reviewed will develop
further.
Details of the Placing
In total, 30,769,231 Ordinary Shares are proposed to be issued
pursuant to the Placing (the "Placing Shares") at a price of 3.25p
per Placing Share (the "Placing Price"), as well as warrants over
30,769,231 Ordinary Shares as detailed further below. The Placing
Shares been conditionally placed by Turner Pope Investments Limited
("TPI"), as agent of the Company, with certain existing
shareholders and new institutional and other 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 set out
below.
1. First placing shares
A total of GBP366,080, representing the issue of 11,264,000
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 has been 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
10 May 2018 ("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 GBP633,920 and representing
the issue of 19,505,231 Placing Shares at the Placing Price (the
"Second Placing Shares"), is conditional upon, inter alia, the
passing of resolutions to be put to shareholders of the Company at
a general meeting of the Company to be held on 21 May 2018 (the
"GM") to provide authority to the Directors to issue and allot
further new ordinary shares otherwise than on a non-pre-emptive
basis (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 shortly.
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. Application will be made for the Second Placing
Shares to be admitted to trading on AIM and it is expected that
their admission to AIM will take place on or around 22 May 2018
("Second Admission").
The Placing as a whole would, if the necessary resolutions are
approved at the GM, result in the issue of 30,769,231 new ordinary
shares of 0.1p each, representing, in aggregate, approximately 21.5
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.
Warrants
In addition to the Placing Shares, the Company is proposing to
issue to subscribers in the Placing 30,769,231 warrants to
subscribe for 30,769,231 new Ordinary Shares (the "Warrants"),
representing one Warrant for each Placing Share. The Warrants will
be exercisable at a price of 6.5p per Ordinary Share, a 100%
premium to the Placing price, for a period of two years from
issue.
The Company is also proposing to issue TPI with 1,538,461
warrants to subscribe for 1,538,461 new Ordinary Shares ("Broker
Warrants") as part of TPI's fees for undertaking the Placing. The
Broker Warrants will also be exercisable at a price of 6.5p per
Ordinary share, a 100% premium to the Placing price, for a period
of two years from issue.
The issue of the Warrants and Broker Warrants is conditional on
the passing of resolutions to be put to shareholders of the Company
at the GM to provide authority to the Directors to issue and allot
further new ordinary shares otherwise than on a non-pre-emptive
basis. The Warrants and Broker Warrants will not be admitted to
trading on AIM or any other stock exchange.
Placing Agreement
Under the terms of a Placing Agreement between the Company and
TPI, 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
and exercising the Broker Warrants. TPI has the right to terminate
the Placing Agreement in certain circumstances prior to 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.
Total voting rights
Following First Admission, the Company's total issued Ordinary
Share capital will consist of 123,908,709 Ordinary Shares, with one
voting right per share. The Company does not hold any shares in
treasury. Therefore, the total number of Ordinary Shares and voting
rights in the Company will be 123,908,709 from First 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 in their
interest in, the share capital of the Company pursuant to the FCA's
Disclosure Guidance and Transparency Rules.
Following Second Admission, the Company's total issued Ordinary
Share capital will consist of 143,413,940 Ordinary Shares, with one
voting right per share. The Company does not hold any shares in
treasury. Therefore, the total number of Ordinary Shares and voting
rights in the Company will be 143,413,940 from Second 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 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, commented: "We are delighted by the level
of support that investors have shown for the fundraise and we look
forward to being able to accelerate activity on our Paradox
project, where we are aiming to drill our first well before the end
of this year.
"We have made significant progress recently, improving greatly
our technical understanding of the Paradox basin, and are more
confident than ever in the future success of the project. We look
forward to receiving the updated CPR to include the additional data
and an independent valuation."
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
Andy Thacker Turner Pope Tel: +44 (0)20
Investments 3621 4120
Media enquiries:
Allerton Communications Tel: +44 (0) 20 3633
1730
Peter Curtain peter.curtain@allertoncomms.co.uk
-------------- ------------------------ -----------------------------------
Dr Gregor Maxwell, BSc Hons. Geology and Petroleum Geology, PhD,
Technical Advisor to the board of Rose Petroleum plc, who meets the
criteria of a qualified person under the AIM Note for Mining and
Oil & Gas Companies - June 2009, has reviewed and approved the
technical information contained within this announcement.
Notes to editors
Rose Petroleum plc (http://rosepetroleum.com) is a North
America-focused oil and gas company whose primary asset is
approximately 80,000 acres in the oil and gas producing Paradox
Basin in Utah, U.S.A., where it is earning into a 75% working
interest. Using high-quality data gathered in a 3D seismic survey
completed in October 2017, the Company has identified drilling
locations in naturally fractured areas of the Paradox clastics
formation with the intention of commencing a drilling programme in
H2 2018, once necessary permits and funding have been secured.
The Company's established management is supported by an expert
technical team with extensive experience of the basin, where
current operations nearby have proven successful, with significant
initial production rates and low decline rates, offering strong
economics even in the present oil price environment.
The Company's strategy is to grow both organically and through
acquisition, identifying additional hydrocarbon assets,
conventional or unconventional, that would benefit from the
Company's fast-acting, entrepreneurial approach.
Rose Petroleum has been quoted on AIM since June 2004.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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