16 Jun 2017 16:41
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") | ||||||||||||||||||
COMPANY NAME: | ||||||||||||||||||
Diversified Gas & Oil PLC
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : | ||||||||||||||||||
Registered Office:
27/28 Eastcastle Street London W1W 8DH United Kingdom
Head Office:
1100 Corporate Drive Birmingham Alabama 35242 USA
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COUNTRY OF INCORPORATION: | ||||||||||||||||||
England & Wales
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: | ||||||||||||||||||
http://www.diversifiedgasandoil.com/
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: | ||||||||||||||||||
Diversified Gas & Oil PLC ("DGO" or the "Company") owns and operates approximately 8,800 conventional gas and oil producing wells across Ohio, Pennsylvania and West Virginia in the Appalachian Basin in the northeastern United States. The Company has grown rapidly over the last two years, capitalising upon opportunities to acquire conventional, low risk oil and gas producing assets from larger US exploration and production companies which are today focused increasingly upon the opportunities from unconventional shale production.
The Board announced on 5 May 2017 that the Company had entered into a conditional sale and purchase agreement to acquire certain producing gas and oil assets, comprising approximately 7,300 producing wells, close to the Company's existing operations, principally in the states of Ohio, Pennsylvania, southern New York and northeast Tennessee (the "Titan Assets").
In view of the size of the Titan Assets relative to the Company, the Acquisition constitutes a reverse takeover of DGO under Rule 14 of the AIM Rules for Companies.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): | ||||||||||||||||||
Number of Ordinary Shares to be admitted:
Existing Ordinary Shares - 105,591,250 Firm Placing Shares - 11,400,000 Bond Conversion Shares - 184,837 Conditional Placing Shares - 27,900,000 Total - 145,076,087
Nominal value of Ordinary Shares to be admitted: £0.01
Placing Price of Ordinary Shares to be admitted: 70 pence
All of Diversified Gas & Oil PLC's AIM securities will be freely transferable
No ordinary shares will be held as treasury shares on Admission to AIM
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: | ||||||||||||||||||
Capital to be raised on admission: US$35 million (£27.5 million)
Anticipated market capitalisation on admission: US$133.0 million (£104.5 million)
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: | ||||||||||||||||||
30.54%
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: | ||||||||||||||||||
N/A
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): | ||||||||||||||||||
Robert Marshall Post, Executive Chairman
Robert "Rusty" Russell Hutson Jr., Chief Executive Officer
Bradley Grafton Gray, Finance Director & US Chief Operating Officer
David Edward Johnson, Senior Independent Non-executive Director
Martin Keith Thomas, Independent Non-executive Director
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): | ||||||||||||||||||
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: | ||||||||||||||||||
N/A
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: | ||||||||||||||||||
(i) 31 December
(ii) 31 December 2016
(iii) 30 September 2017, 30 June 2018, 30 September 2018
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EXPECTED ADMISSION DATE: | ||||||||||||||||||
3 July 2017
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NAME AND ADDRESS OF NOMINATED ADVISER: | ||||||||||||||||||
Smith & Williamson Corporate Finance Limited 25 Moorgate London EC2R 6AY
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NAME AND ADDRESS OF BROKER: | ||||||||||||||||||
Mirabaud Securities LLP 10 Bressenden Place London SW1E 5DH
Smith & Williamson Corporate Finance Limited 25 Moorgate London EC2R 6AY
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: | ||||||||||||||||||
The admission document, which includes full details of the Company and the admission of its securities, is available from:
Smith & Williamson Corporate Finance Limited 25 Moorgate London EC2R 6AY
http://www.diversifiedgasandoil.com/
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DATE OF NOTIFICATION: | ||||||||||||||||||
16 June 2017
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NEW/ UPDATE: | ||||||||||||||||||
NEW
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