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President Energy PLC - Proposed placing and open offer

RNS Number : 1388U
President Energy PLC
20 October 2017
 

THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OF ITS TERRITORIES, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

 

President Energy Plc

("President" or the "Company")

 

Proposed US$8 million placing

and

proposed €5 million open offer

 

President Energy Plc (AIM: PPC), the upstream oil and gas company with a diverse portfolio of production and exploration assets focused primarily in Argentina, is pleased to announce that it intends to raise approximately US$8 million, representing approximately £6.1 million (before expenses) through the issue of new ordinary shares of 1 pence each in the capital of the Company (the "Placing Shares"), at a price of 10 pence per Placing Share (the "Placing Price") (the "Placing"). The Placing Shares will all be issued under the Company's existing authorities, granted at the Annual General Meeting held on 28 June 2017. Rob Shepherd, Miles Biggins and Jorge Dario Bongiovanni, all directors of the Company, intend to participate in the Placing. The Company's nominated adviser, finnCap, is acting as sole bookrunner in connection with the Placing. 

 

Subject to shareholder approval, the Company will also raise gross proceeds of up to €5 million through an Open Offer to qualifying shareholders (the "Open Offer") to provide existing shareholders the opportunity to participate at the Placing Price of 10 pence per share. The Open Offer will help to increase liquidity in the Company's shares and may allow further headroom for the proposed debt conversion described below.   

 

Further details of the Open Offer, including the timing and record date, will be notified in due course and will be set out in the Open Offer circular which will be sent to all shareholders as soon as practicable and will be available on the Company's website www.presidentenergyplc.com from the date of its issue. A further announcement will be made when the Open Offer circular is issued.

 

PLLG Investment Ltd ("PLLG"), an entity controlled by Peter Levine, has irrevocably undertaken to vote in favour of any resolution to approve the Open Offer in due course.

 

Further, PLLG will not participate in the Placing or Open Offer since it does not want to incur an obligation to make a mandatory bid for the Company.

 

Following the completion of the Placing and Open Offer, PLLG has irrevocably confirmed that it will unconditionally convert certain of its existing debt that it has with the Company into equity in the Company at the Placing Price. PLLG has so confirmed that it will convert debt up to a level that will result in its resultant shareholding in the Company being approximately 29.99 per cent. of the Company's enlarged issued share capital. Any conversion of existing PLLG debt will reduce the interest expense burden on the Company and will strengthen the Company's balance sheet.      

 

Use of Proceeds

The net proceeds from the Placing and Open Offer will contribute towards a number of important developments in the coming months. In particular the proceeds will:

 

 

·     Strengthen the Company's capitalised position as it continues to actively consider other appropriate production acquisition opportunities capable of delivering strong shareholder value

 

·     Support and, as the case may be, accelerate the ongoing work programme at the recently acquired Puesto Flores and Estancia Vieja fields in the Neuquén Basin situated in the Rio Negro Province, Argentina, which has the potential to materially increase reserves and production to over 3,000 boepd. As announced on 9 October 2017, the work programme can be funded from existing cash flow but the additional funds from the Placing will reduce the burden on the Company's operating cashflow and allow the Company to be more flexible in its approach to funding the capital expenditure requirements at the fields.

 

·     Contribute towards the overall funding package or monies to be paid to the Rio Negro Province in relation to the extension of the Concession for Puesto Flores.

 

·     Permit the proposed debt conversion to take place for the reasons set out above.

 

The Company is focussed on developing a full suite financial toolkit to support its growth ambitions and the Placing and Open Offer is an important cost effective step in achieving that.    

 

Accelerated Bookbuild

The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement, in accordance with the terms and conditions set out in the appendix to this announcement (which forms part of this announcement). finnCap Ltd is acting as sole bookrunner in connection with the Placing.

 

It is expected that the Bookbuild will be completed today, after which a further announcement will be made.

 

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014 ("MAR"). In addition, 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 defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

 

For further information please contact:       

 

President Energy Plc

Peter Levine, Chairman, Chief Executive

+44 (0) 207 016 7950

 

 

finnCap (Nominated Advisor, Joint Broker and Sole Bookrunner)

 

Christopher Raggett, Scott Mathieson (Corporate Finance)

+44 (0) 20 7220 0500

Emily Morris, Abigail Wayne (Corporate Broking)

+44 (0) 20 7220 0511/0594

 

 

Camarco Financial PR

+44 (0) 203 757 4980

Billy Clegg, Georgia Edmonds, Mercedes Valenzuela-Goldman

 

 

 

IMPORTANT INFORMATION

The distribution of the Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing the Announcement must satisfy themselves that it is lawful to do so. No action has been taken by the Company or finnCap that would permit an offering of such shares or possession or distribution of the Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession the Announcement comes are required by the Company and finnCap to inform themselves about, and to observe, such restrictions.

The Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. Statements contained in the Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in the Announcement is subject to change without notice and neither finnCap nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of the Announcement.

finnCap, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in relation to the Placing and Admission and is not acting for any other persons in relation to the Placing and Admission. finnCap is acting exclusively for the Company and for no one else in relation to the matters described in the Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap, or for providing advice in relation to the contents of the Announcement or any matter referred to in it. The responsibilities of finnCap as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange Plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of the Announcement, or otherwise.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by finnCap or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of the Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in the Announcement is intended to be a profit forecast or estimate, and no statement in the Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, the Announcement.

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING
For Invited Placees only - Important Information
 

1.               Introduction

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY AND FINNCAP TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"); AND (B) PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) ARE PERSONS WHO ARE OTHERWISE LAWFULLY PERMITTED TO RECEIVE IT WITHOUT REQUIRING THE COMPANY TO ISSUE A PROSPECTUS APPROVED BY COMPETENT REGULATORS (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C), TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.  NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE OF THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

 

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

By participating in the Bookbuild and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

Members of the public are not eligible to take part in the Placing.

In this Appendix:

(a)             "you" or "Placee" means any person who becomes committed through the Bookbuild to subscribe for Placing Shares; and

(b)             terms defined elsewhere in this announcement have the same meanings, unless the context requires otherwise.

Various dates referred to in the Announcement are stated on the basis of the expected timetable for the Placing.  It is possible that some of these dates may be changed.  The expected date for Admission is 26 October 2017 and, in any event, the latest date for Admission is 3 November 2017 (the "Long Stop Date").

2.               Details of the Placing

finnCap has today entered into the Placing Agreement pursuant to which, subject to the conditions set out in the Placing Agreement, finnCap has agreed to use its reasonable endeavours as agent for the Company to procure subscribers for the Placing Shares at the Placing Price with certain institutional and other investors.

No element of the Placing is underwritten.

The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared or made following Admission.

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. Admission is conditional upon, amongst other things, the conditions in the Placing Agreement being satisfied and the Placing Agreement not having been terminated in accordance with its terms. It is expected that Admission will become effective at 8.00 a.m. on 26 October 2017 and that dealings in the Placing Shares will commence at that time.

3.               Bookbuild

finnCap will today proceed with a share placing bookbuild process (the "Bookbuild") for the purpose of assessing demand from institutional and other investors for subscribing for Placing Shares at the Placing Price and the Company then issuing those shares under the Placing to raise approximately £6.1 million for the Company before expenses. finnCap is acting as the Company's agent in respect of the Bookbuild and the Placing.

The Bookbuild is expected to close at or before 4.00 p.m. today. The Company will then release an announcement through the London Stock Exchange's Regulatory Information Service confirming the number of Placing Shares to be issued and the amount to be raised under the Placing.

finnCap will determine the basis for allocating Placing Shares to bids submitted to it in the Bookbuild and may at its absolute discretion (i) accept bids, either in whole or in part, (ii) accept bids that are received after the Bookbuild has closed, and/or (iii) scale down all or any bids on such basis as it considers appropriate.  finnCap may carry out the Placing by any alternative method to the Bookbuild as it may, in its absolute discretion, determine.  Neither finnCap nor any other finnCap Person will have any liability to Placees (subject to applicable law) or to anyone else other than the Company in respect of the Placing or in respect of its conduct of the Bookbuild or of any alternative method that it may adopt for carrying out the Placing.

4.               Participation and settlement

Participation in the Bookbuild is only available to persons who are invited to participate in it by finnCap.

If you are invited to participate in the Bookbuild and wish to do so, you should communicate your bid by telephone to your usual broking contact at finnCap.  Each bid should state the number of Placing Shares which you wish to subscribe for at the Placing Price.  If your bid is successful, in whole or in part, your allocation will be confirmed orally following the close of the Bookbuild. finnCap's oral confirmation of your allocation will constitute a legally binding commitment on your part to subscribe for the number of Placing Shares allocated to you at the Placing Price on the terms and subject to the conditions set out or referred to in this Appendix and subject to the Company's constitution.

A person who submits a bid in the Bookbuild will not be able, without finnCap's agreement, to vary or revoke the bid before the close of the Bookbuild.  Such a person will not be able, after the close of the Bookbuild, to vary or revoke a submitted bid in any circumstances.

If you are allocated Placing Shares in the Bookbuild, you will be sent a form of confirmation or electronic confirmation stating (i) the number of Placing Shares allocated to you, (ii) the aggregate amount you will be required to pay for those Placing Shares at the Placing Price, (iii) relevant settlement information, and (iv) settlement instructions. Settlement instructions will accompany each confirmation and, on receipt, should be confirmed back to finnCap by the date and time stated in it. Settlement of transactions in the Placing Shares will take place within the CREST system, subject to certain exceptions, on a "delivery versus payment" (or "DVP") basis. finnCap reserves the right to require settlement for and/or delivery to any Placee of any Placing Shares to be made by such other means as it may deem appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement. If your Placing Shares are to be delivered to a custodian or settlement agent, you should ensure that the written confirmation is copied and delivered promptly to the appropriate person within that organisation.

Each Placee's obligations to subscribe and pay for Placing Shares under the Placing will be owed to each of the Company and finnCap. No commissions will be paid to or by Placees in respect of their agreement to subscribe for any Placing Shares.

Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this Announcement and on the terms contained in it.  No admission document for the purposes of the AIM Rules nor any prospectus is required to be published, or has been or will be published, in relation to the Placing or the Placing Shares.

5.               Placing conditions

Under the terms of the Placing Agreement finnCap has agreed to use its reasonable endeavours, as the Company's agent, to procure subscribers for Placing Shares at the Placing Price.

The Placing is conditional on (i) finnCap's obligations under the Placing Agreement not being terminated in accordance with its terms, (ii) Admission taking place not later than 8.00 a.m. on 26 October 2017, and (iii) finnCap's obligations under the Placing Agreement becoming unconditional in all other respects.

finnCap may extend the time and/or date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 8.00 a.m. on the Long Stop Date. If any such condition is not fulfilled (and, if capable of waiver under the Placing Agreement, is not waived by finnCap) by the relevant time, the Placing will lapse and your rights and obligations in respect of the Placing will cease and terminate at such time.

The Placing Agreement is conditional, amongst other things, on:

(a)          the Company having performed all its obligations and having satisfied all conditions to be performed or satisfied by it under the Placing Agreement and the terms and conditions of the Placing, which fall to be performed or satisfied, on or before Admission;

(b)          finnCap not having terminated this agreement before Admission; and

(c)           Admission having occurred no later than 8.00 a.m. on the Long Stop Date.

finnCap may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, amongst other things:

(a)          the Company has breached or cannot in any respect comply with any of its obligations under the terms of the Placing or under any applicable laws and regulations in relation to the Placing and Admission; or

(b)          any of the warranties given by the Company in the Placing Agreement are or could reasonably be expected to become untrue, inaccurate or misleading in any material respect by reference to the facts or circumstances subsisting at any such time, or a matter arises that might reasonably be expected to give rise to a claim under an indemnity given by the Company in the Placing Agreement; or

(c)           any statement contained in the Announcement or other document entered into connection with the Placing is or has become untrue, incorrect or misleading, or any matter has arisen, which would, if the Placing were made and/or Admission became effective at that time, constitute a material omission; or

(d)          a material adverse effect (as defined in the Placing Agreement), has occurred, or any development or event (or any development or event involving a prospective change) which will or could reasonably be expected to have a material adverse effect has occurred, (in each case whether or not foreseeable on the date of this agreement); or

(e)          there occurs or comes into effect (or is likely to occur or come into effect) any change in national or international political, diplomatic, financial, economic, monetary, or market conditions or changes in legislation which is likely materially and adversely to affect the financial position or prospects of the Group taken as a whole or is, or will or is likely to be, prejudicial to the Placing and/or Admission; or

(f)           an event occurs which is likely materially and adversely to affect the financial position or prospects of the Group taken as a whole or is, or will or is likely to be, prejudicial to the Placing and/or Admission.

The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by finnCap whether or not to extend the time for satisfaction of any condition in the Placing Agreement are within finnCap's absolute discretion (as is the exercise of any right or power of finnCap under the terms of this Appendix). finnCap will have no liability to you or to anyone else in respect of any such termination, waiver or extension or any decision to exercise or not to exercise any such right of termination, waiver or extension

6.               Placees' warranties and undertakings

By communicating a bid to finnCap under the Bookbuild you will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and finnCap, in each case as a fundamental term of your application for Placing Shares of the Company's obligation to allot and/or issue any Placing Shares to you or at your direction, that:

(a)             you have read, understood and accept the terms and conditions set out within this Announcement in their entirety and that your acquisition of the Placing Shares is subject to and based upon the terms, conditions and other information contained herein and that you have  not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement;

 (b)            the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that you are able to obtain or access such Exchange Information without undue difficulty, and you are able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

 (c)             you have made your own assessment of the Placing Shares and have relied on your  own investigation of the business, financial or other position of the Company in accepting a participation in the Placing;

(d)             your rights and obligations in respect of the Placing will terminate only in the circumstances referred to in this announcement and will not be subject to rescission or termination by you in any circumstances;

(e)             this announcement, which has been issued by the Company, is within the sole responsibility of the Company;

(f)              you have not been, and will not be, given any warranty or representation in relation to the Placing Shares or to the Company or to any other member of its Group in connection with the Placing, other than by the Company as included in this Announcement or to the effect that the Company is not now in breach of its obligations under the London Stock Exchange's AIM Rules for Companies or under the EU Market Abuse Regulation (596/2014) to disclose publicly in the correct manner all such information as is then required to be so disclosed by the Company;

(g)             you have not relied on any representation or warranty in reaching your decision to subscribe for Placing Shares under the Placing, save as given or made by the Company as referred to in the previous paragraph;

(h)             you are not a client of finnCap in relation to the Placing and finnCap is not acting for you in connection with the Placing and will not be responsible to you in respect of the Placing for providing protections afforded to its clients;

(i)              you have not been, and will not be, given any warranty or representation by any finnCap Person in relation to any Placing Shares, the Company or any other member of its Group and no finnCap Person will have any liability to you for any information contained in this Announcement or which has otherwise been published by the Company or for any decision by you to participate in the Placing based on any such information or on any other information provided to you;

(j)              you will pay the full subscription sum at the Placing Price as and when required in respect of all Placing Shares finally allocated to you and will do all things necessary on your part to ensure that payment for such shares and their delivery to you or at your direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that you have in place with finnCap or puts in place with finnCap;

(k)             you are permitted to subscribe for Placing Shares in accordance with the laws of all relevant jurisdictions which apply to you and you have complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007) and have obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and you will provide promptly to finnCap such evidence, if any, as to the identity or location or legal status of any person which finnCap may request from you (for the purpose of its complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by finnCap on the basis that any failure by you to do so may result in the number of Placing Shares that are to be allotted and/or issued to you or at your direction pursuant to the Placing being reduced to such number, or to nil, as finnCap may, in its sole discretion, decide;

(l)              you have complied and will comply with all applicable provisions of the FSMA with respect to anything done or to be done by you in relation to any Placing Shares in, from or otherwise involving the United Kingdom and you have not made or communicated or caused to be made or communicated, and you will not make or communicate or cause to be made or communicated, any "financial promotion" in relation to Placing Shares in contravention of section 21 of FSMA;

(m)            you are a person (i) falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (ii) a person to whom this Announcement may otherwise be lawfully communicated;

(n)             you are acting as principal only in respect of the Placing or, if you are acting for any other person (i) you are duly authorised to do so, (ii) you are and will remain liable to the Company and/or finnCap for the performance of all your obligations as a Placee in respect of the Placing (regardless of the fact that you are acting for another person), (iii) you are both an "authorised person" for the purposes of FSMA and a "qualified investor" as defined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus Directive) acting as agent for such person, and (iv) such person is either (1) a FSMA Qualified Investor or (2) a "client" (as defined in section 86(2) of FSMA) of yours that has engaged you to act as his agent on terms which enable you to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;

(o)             nothing has been done or will be done by you in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any Ordinary Shares in accordance with FSMA or the UK Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;

(p)             you will not treat any Placing Shares in a manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of your participation in the Placing will contravene any legislation applicable in any territory or jurisdiction or cause the Company or finnCap to contravene any such legislation;

(q)             (in this paragraph "US person" and other applicable terms have the meanings that they have in Regulation S made under the US Securities Act of 1933, as amended) (i) none of the Placing Shares have been or will be registered under that Act or under the securities laws of any State of or other jurisdiction within the United States, (ii) subject to certain exceptions, no Placing Shares may be offered or sold, resold, or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US person, (iii) you are (unless otherwise expressly agreed with finnCap) neither within the United States nor a US person, (iv) you have not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, (v) neither you, your affiliates, nor any persons acting on your behalf, have engaged or will engage in any directed selling efforts with respect to the Placing Shares, (vi) you will not be subscribing Placing Shares with a view to resale in or into the United States, and (vii) you will not distribute this announcement or any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;

(r)              finnCap may satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other finnCap Person or any person associated with any finnCap Person to do so or by allowing officers of the Company and/or Group employees to subscribe for Placing Shares under the Placing at the Placing Price;

(s)              time is of essence as regards your obligations under this Appendix;

(t)              this Appendix and any contract which may be entered into between you and finnCap and/or the Company pursuant to this Appendix or the Placing, and all non-contractual obligations arising between you and finnCap and/or the Company in respect of the Placing, will be governed by and construed in accordance with the laws of England, for which purpose you submit (for yourself and on behalf of any person on whose behalf you are acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company and finnCap will have the right to bring enforcement proceedings in respect of any judgment obtained against you in the English courts or in the courts of any other relevant jurisdiction;

(u)             each right or remedy of the Company or finnCap provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy; and

(v)             any document that is to be sent to you in connection with the Placing will be sent at your risk and may be sent to you at any address provided by you to finnCap.

7.               Payment default

Your entitlement to receive any Placing Shares will be conditional on finnCap's receipt of payment in full for such shares by the relevant time to be stated in the written or electronic confirmation referred to above, or by such later time and date as finnCap may decide, and otherwise in accordance with that confirmation's terms. finnCap may waive this condition, and will not be liable to you for any decision to waive it or not.

If you fail to make such payment by the required time for any Placing Shares (1) the Company may release itself, and (if it decides to do so) will be released from, all obligations it may have to allot and/or issue any such Placing Shares to you or at your direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the full extent permitted under its constitution or by law and to the extent that you then have any interest in or rights in respect of any such shares, (3) the Company or, as applicable, finnCap may sell (and each of them is irrevocably authorised by you to do so) all or any of such shares on your behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, finnCap (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares and (ii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale and (4) you will remain liable to the Company and to finnCap for the full amount of any losses and of any costs which it may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it.  Interest may be charged in respect of payments not received by finnCap for value by the required time referred to above at the rate of two percentage points above the base rate of National Westminster Bank Plc.

8.               Overseas jurisdictions

The distribution of this announcement and the offering and/or issue of shares pursuant to the Placing in certain jurisdictions is restricted by law.  FSMA Qualified Investors who seek to participate in the Placing must inform themselves about and observe any such restrictions.  In particular, this document does not constitute or form part of any offer or invitation, nor a solicitation of any offer or invitation, to subscribe for or acquire or sell or purchase or otherwise deal in Ordinary Shares in the United States, Canada, Japan, the Republic of Ireland, the Republic of South Africa or Australia or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful.  The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended or under the securities laws of any State of or other jurisdiction within the United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly, in or into the United States, or to, or for the account or benefit of, any US persons (as defined in Regulation S under that Act).  No public offering of the Placing Shares is being or will be made in the United States.

 

 

DEFINITIONS

 

In addition to the terms previously defined, the following definitions apply throughout this Announcement unless the context otherwise requires:

 

"Admission"

the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules

 

"AIM"

the market of that name operated by London Stock Exchange

 

"AIM Rules"

 

 

"Announcement"

the AIM Rules for Companies, published by London Stock Exchange

 

this Announcement (including the Appendix and information contained therein) 

 

 

"Board"

the board of directors of the Company

 

"Company" or "President"

President Energy Plc

 

"CREST"

the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited

 

"Directors"

the directors of the Company

 

"Enlarged Issued Share Capital"

all of the Ordinary Shares in issue on Admission

 

"Existing Ordinary Shares"

the 953,597,617 existing ordinary shares of 1 penny each in issue at the date of this announcement, all of which are admitted to trading on AIM

 

"FCA"

the Financial Conduct Authority

 

"finnCap"

finnCap Limited

 

"FSMA"

the Financial Services and Markets Act 2000

 

"Group"

the group comprising the Company and its subsidiary undertakings

 

"London Stock Exchange"

London Stock Exchange Plc

 

"Money Laundering Regulations"

the Money Laundering Regulations 2007

 

"Ordinary Shares"

ordinary shares of 1 penny each in the capital of the Company

 

"Placing"

the proposed conditional placing of the Placing Shares pursuant to the Placing Agreement

 

"Placing Agreement"

the agreement dated 20 October 2017 between the Company and finnCap relating to the Placing

 

"Placing Price"                 

 

10 pence per Placing Share

"Placing Shares"

New Ordinary Shares to be issued under the terms of the Placing Agreement

 

"Prospectus Rules"

 

 

the prospectus rules made by the FCA pursuant to section 73A of FSMA

 

"Regulatory Information Service"

a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website

 

"Shareholders"

holders of Ordinary Shares

 

"UK"

the United Kingdom of Great Britain and Northern Ireland

 

"US" or "United States"

the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction

 

"uncertificated" or "in uncertificated form"

an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

 

"£", "pounds sterling", "pence" or "p"

 

are references to the lawful currency of the United Kingdom

 

"" or "Euros"

are references to a lawful currency of the European Union

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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Quick facts: President Energy PLC

Price: -

Market: AIM
Market Cap: -
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