Last checked at 1 Mar 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.
Curzon Energy Plc("Curzon" or the "Company")
Equity Placing and Loan Note Financing
1 March 2019
Curzon Energy plc (LON:CZN) the London Stock Exchange listed oil and gas development company, pursuing a targeted strategy of upstream North American natural gas appraisal and development assets, announces the completion of an equity fundraising of £95,000 at £0.0158 per New Ordinary Share and provides details on a loan note financing.
Highlights
· Fundraising of £95,000, at a 21.5% premium to the closing mid-market share price on 28 February 2019
· Participation and support from existing shareholders and directors
· Foundation for advancement of US natural gas development strategy in place
· Use of proceeds to progress the MOU with Pared Energy on a multi-TCF onshore natural gas project in Texas ("Texas Gas Project") to Heads of Terms ("HOT"), as well as providing short-term working capital
Scott Kaintz, Chief Executive Officer, comments:
"We are very pleased to have completed this important Placing at a premium to the current share price and secured additional financing from our largest shareholder following several months where our focus lay largely on cost reductions and corporate streamlining.
Support from both existing shareholders and directors in the Placing demonstrates the backing behind our initiative on an attractive multi-TCF onshore natural gas project in Texas with Pared Energy. We remain focussed on obtaining a meaningful interest in the Texas Gas Project as a priority, and also in progressing a farm-out or other external funding and development opportunities in relation to our heritage asset at Coos Bay.
This fundraising and the proposed HOT marks the beginning of the next phase of Curzon's development and we look forward to updating the market on its progression in due course."
Placing and Loan Note Financing
Curzon Energy has raised £95,000 by way of a placing by Optiva Securities Limited of 6,012,655 new ordinary shares of £0.01 each ("Placing Shares") in the Company at a price of £0.0158 per Placing Share, plus 1 warrant for every 2 Placing Shares, exercisable into ordinary shares at a price of £0.0158 per ordinary share for a period of twenty four months ("February 2021 Warrants") (together the "Placing").
Directors have shown their support for the Texas Gas Project by subscribing for the following number of Placing Shares:
· Scott Kaintz, a director of the Company: 949,367 Placing Shares
· Riverfort Capital Ltd, an entity which is controlled by Brian Kinane, a non-executive director of the Company: 632,911 Placing Shares.
· John McGoldrick, the non-executive chairman of the Company: 316,455 Placing Shares
Following the Placing, the table below sets out the total shareholding and interests of the directors in the share capital of the Company:
Directors | Ordinary Shares | Total Shares | % of Enlarged Issued Share Capital | Options | Warrants | |
Direct | Indirect |
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Scott Kaintz | 949,367 | 0 | 949,367 | 1.14% | 0 | 474,684 |
Brian Kinane | 0 | 757,911 | 757,911 | 0.91% | 1,263,456 | 316,456 |
John McGoldrick | 316,455 | 0 | 316,455 | 0.38% | 842,562 | 158,228 |
Owen May | 0 | 0 | 0 | 0% | 0 | 0 |
In addition, the Company retains access to a loan note of up to $1,000,000 provided by YA Global Investments, LP ("YAGI"), an entity related to its largest shareholder ("Loan Note"). To date, $100,000 of this Loan Note has been drawn down.
The Company has been informed by YAGI that the Placing proceeds will be matched by an equal amount to be made available to the Company under the Loan Note.
The resulting funds from the Placing and the drawdown of the Loan Note will provide working capital through to completion of the definitive commercial terms of the HOT, which will provide Curzon with its initial working interest participation in the Texas Gas Project, at which point the Company will have to evaluate its funding requirements going forward.
Total Voting Rights (TVR)
The Placing is conditional on admission of the Shares to trading on the London Stock Exchange ("Admission").
Application will be made to the London Stock Exchange for Admission of the Shares, which will rank pari passu with the Company's existing issued Ordinary Shares. Dealings are expected to commence at 8.00 a.m. on or around 6 March 2019.
Following the issue of the Placing Shares, the issued share capital of the Company will consist of 83,032,971 ordinary shares of £0.01 each with voting rights.
The above figure of 83,032,971 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 Disclosure and Transparency Rules.
Note: Market soundings, as defined in the Market Abuse Regulation ("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 and 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.
For further information please contact:
Curzon Energy Plc | +44 (0) 20 7747 9980 |
Scott Kaintz |
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www.curzonenergy.com |
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Optiva Securities Limited | +44 (0) 20 3137 1902 |
Christian Dennis, Jonathan Brown |
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PDMR Disclosure
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail on the director's share dealing.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
(a) | Full name of person Dealing | Scott Kaintz | ||||
2. | Reason for notification | |||||
(a) | Position/status | Chief Executive Officer | ||||
(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 | Curzon Energy Plc | ||||
(b) | LEI | 213800NFARY38KGRAH47 | ||||
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 1 pence each in the Company | ||||
(b) | Identification code | GB00BD97ND60 | ||||
(c) | Nature of the transaction | Purchase of shares | ||||
(d) | Price(s) and volume(s) |
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(e) | Aggregated information: - Aggregated volume - Price | Single transaction as in 4(d) above
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(f) | Date of transaction | 28 February 2019 | ||||
(g) | Place of transaction | London | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
(a) | Full name of person Dealing | Scott Kaintz | ||||
2. | Reason for notification | |||||
(a) | Position/status | Chief Executive Officer | ||||
(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 | Curzon Energy Plc | ||||
(b) | LEI | 213800NFARY38KGRAH47 | ||||
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 1 pence each in the Company | ||||
(b) | Identification code | GB00BD97ND60 | ||||
(c) | Nature of the transaction | Issue of warrants pursuant to the purchase of shares | ||||
(d) | Price(s) and volume(s) |
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(e) | Aggregated information: - Aggregated volume - Price | Single transaction as in 4(d) above
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(f) | Date of transaction | 28 February 2019 | ||||
(g) | Place of transaction | London | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
(a) | Full name of person Dealing | Brian Kinane | ||||
2. | Reason for notification | |||||
(a) | Position/status | Non-Executive 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 | Curzon Energy Plc | ||||
(b) | LEI | 213800NFARY38KGRAH47 | ||||
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 1 pence each in the Company | ||||
(b) | Identification code | GB00BD97ND60 | ||||
(c) | Nature of the transaction | Purchase of shares | ||||
(d) | Price(s) and volume(s) |
| ||||
(e) | Aggregated information: - Aggregated volume - Price | Single transaction as in 4(d) above
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(f) | Date of transaction | 28 February 2019 | ||||
(g) | Place of transaction | London | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
(a) | Full name of person Dealing | Brian Kinane | ||||
2. | Reason for notification | |||||
(a) | Position/status | Non-Executive 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 | Curzon Energy Plc | ||||
(b) | LEI | 213800NFARY38KGRAH47 | ||||
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 1 pence each in the Company | ||||
(b) | Identification code | GB00BD97ND60 | ||||
(c) | Nature of the transaction | Issue of warrants pursuant to the purchase of shares | ||||
(d) | Price(s) and volume(s) |
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(e) | Aggregated information: - Aggregated volume - Price | Single transaction as in 4(d) above
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(f) | Date of transaction | 28 February 2019 | ||||
(g) | Place of transaction | London | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
(a) | Full name of person Dealing | John McGoldrick | ||||
2. | Reason for notification | |||||
(a) | Position/status | Non-Executive Chairman | ||||
(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 | Curzon Energy Plc | ||||
(b) | LEI | 213800NFARY38KGRAH47 | ||||
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 1 pence each in the Company | ||||
(b) | Identification code | GB00BD97ND60 | ||||
(c) | Nature of the transaction | Purchase of shares | ||||
(d) | Price(s) and volume(s) |
| ||||
(e) | Aggregated information: - Aggregated volume - Price | Single transaction as in 4(d) above
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(f) | Date of transaction | 28 February 2019 | ||||
(g) | Place of transaction | London | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
(a) | Full name of person Dealing | John McGoldrick | ||||
2. | Reason for notification | |||||
(b) | Position/status | Non-Executive Chairman | ||||
(c) | Initial notification/ Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
(a) | Name of entity | Curzon Energy Plc | ||||
(b) | LEI | 213800NFARY38KGRAH47 | ||||
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 1 pence each in the Company | ||||
(b) | Identification code | GB00BD97ND60 | ||||
(c) | Nature of the transaction | Issue of warrants pursuant to the purchase of shares | ||||
(d) | Price(s) and volume(s) |
| ||||
(e) | Aggregated information: - Aggregated volume - Price | Single transaction as in 4(d) above
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(f) | Date of transaction | 28 February 2019 | ||||
(g) | Place of transaction | London | ||||