Last checked at 10 Jun 2019 07:00
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
10 June 2019
Baron Oil Plc
("Baron" or "the Company")
Placing and Subscription
Baron Oil Plc (AIM: BOIL), the AIM-listed oil and gas exploration and production company, is pleased to announce that it has conditionally raised £440,000 by way of a placing of 550,000,000 new ordinary shares with new investors at an issue price of 0.08 pence per new ordinary share (the "Placing") through Turner Pope Investments (TPI) Limited as the Company's Placing Agent. The Placing has used the full dis-application authority available to the Company. The Placing is conditional on admission of the new ordinary shares to trading on AIM ("Admission").
Following Admission, the enlarged issued share capital of the Company will comprise 1,926,409,576 Ordinary Shares of 0.025 pence each. Once issued, the new ordinary shares will rank pari passu with the Company's existing ordinary shares. Application will be made for the new ordinary shares to be admitted to trading on AIM which is expected to become effective at 8:00 a.m. on 13 June 2019.
The Board is aware that the Placing is dilutive to existing shareholders and considered whether any pre-emptive offering might be possible but concluded that it was neither practicable nor cost effective to do so. The issue price represents a discount of approximately 40% percent to the closing mid-market price of 0.135p per share on 7 June 2019, the last practicable date before proceeding with the Placing, but a discount of 27% to the share price on 6 June 2019, when the issue was priced. The new ordinary shares will represent approximately 28% of the enlarged share capital of the Company.
In addition to its working capital requirements, the proceeds of the Placing will be used to continue to evaluate the existing portfolio of oil and gas assets which includes the Colter South discovery, the Purbeck Prospect and the new licences offered to Baron in the Moray Firth. In parallel, the Company is also working to progress further drilling activity in 2019 by bringing in a partner to Peru Block XXI. South East Asia remains an area of potential growth where Baron has an existing application in place with SundaGas Pte. Ltd. The Company will continue to manage its G&A costs so as to maximise the deployment of cash into its project portfolio.
Directors' Subscriptions are as follows:
Director | Position | New Ordinary Share Subscribed For | Shareholding Following Admission | % Shareholding Following Admission |
Malcolm Butler | Executive Chairman | 25,000,000 | 26,000,000 | 1.35 |
Andrew Yeo | Managing Director | 56,250,000 | 56,250,000 | 2.92 |
Related Party Transaction
As directors, Malcolm Butler and Andrew Yeo are related parties to the Company, as defined in the AIM Rules for Companies and their participations in the Placing are therefore related party transactions for the purposes of AIM Rule 13.
Jonathan Ford, who is not participating in the Placing, is an independent director for these purposes and considers, having consulted with the Company's Nominated Adviser, that the terms and conditions of the Directors' Subscriptions are fair and reasonable insofar as the shareholders of the Company are concerned.
Warrants
The Company will as soon as practicable following Admission, subject to obtaining the requisite shareholder authorities at the Company's Annual General Meeting or at a subsequent general meeting, allot 27,500,000 warrants to Turner Pope Investments (TPI) Limited for services in connection with the Placing. These warrants are exercisable at the Placing Price at any time, once issued, for a period of three years.
Total Voting Rights
In conformity with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority ("FCA"), with effect from 13 June 2019, the Company's issued share capital will consist of 1,926,409,576 Ordinary Shares of 0.0025p each with full voting rights. The Company does not hold any Ordinary Shares in Treasury. Therefore, the total number of Ordinary Shares in the Company with full voting rights is 1,926,409,576.
The above figure of 1,926,409,576 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.
For further information, please contact: | |
Baron Oil Plc | +44 (0)20 7117 2849 |
Malcolm Butler, Executive Chairman | |
Andy Yeo, Managing Director | |
SP Angel Corporate Finance LLP | +44 (0)20 3470 0470 |
Nominated Adviser and Joint Broker | |
Lindsay Mair, Richard Hail, Richard Redmayne | |
Turner Pope Investments (TPI) Limited | +44 (0)20 3621 4120 |
Placing Agent | |
Andy Thacker |
PDMR Notification
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
(a) | Full name of person Dealing | Malcolm Butler | ||||
2. | Reason for notification | |||||
(b) | Position/status | Executive Chairman | ||||
(c) | Initial notification/ Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
(d) | Name of entity | Baron Oil Plc | ||||
(e) | LEI | 213800MBSOS9UZ5SW712 | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
(a) | Description of the financial instrument, type of instrument | Ordinary shares of 0.025 pence each in the Company | ||||
(b) | Identification code | GB00B01QGH57 | ||||
(c) | Nature of the transaction | Subscription for ordinary shares | ||||
(d) | Price(s) and volume(s) |
| ||||
(e) | Aggregated information: - Aggregated volume - Price | Single transaction as in 4(d) above
| ||||
(f) | Date of transaction | 6 June 2019
| ||||
(g) | Place of transaction | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
(a) | Full name of person Dealing | Andrew Yeo | ||||
2. | Reason for notification | |||||
(a) | Position/status | Managing Director | ||||
(b) | Initial notification/ Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
(a) | Name of entity | Baron Oil Plc | ||||
(b) | LEI | 213800MBSOS9UZ5SW712 | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
(c) | Description of the financial instrument, type of instrument | Ordinary shares of 0.025 pence each in the Company | ||||
(d) | Identification code | GB00B01QGH57 | ||||
(e) | Nature of the transaction | Subscription for ordinary shares | ||||
(f) | Price(s) and volume(s) |
| ||||
(g) | Aggregated information: - Aggregated volume - Price | Single transaction as in 4(d) above
| ||||
(h) | Date of transaction | 6 June 2019
| ||||
(i) | Place of transaction | Outside a trading venue | ||||