9 Feb 2018 17:03
9 February 2018
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).
Frontera Resources Corporation
("Frontera Resources" or the "Company")
Fundraising of approximately £2.5 million with a PrimaryBid Offer
Frontera Resources Corporation (AIM:FRR), the European focused oil and gas exploration and production company, is pleased to announce a fundraising (the "Fundraising") of approximately £2.5m (before expenses) by the issue and allotment by the Company of 536,480,687 new ordinary shares each in the Company ("New Ordinary Shares") at an offer price of 0.466 pence per New Ordinary Share, being a discount of approximately 17.5% per cent to today's closing price. The fundraising is a fully underwritten offer via PrimaryBid (the "Offer").
The Company is pleased to provide existing shareholders, private and other investors the opportunity to participate in the fundraising by applying exclusively through the www.PrimaryBid.com platform under the Offer. In order to comply with the Prospectus Directive, the Company will ensure that funds raised from individual investors investing less than €100,000 in a 12-month period does not exceed €5,000,000. PrimaryBid does not charge investors any commission for this service.
As announced by the Company on 1 February 2018, the Company commenced the three-well drilling campaign in the Taribani complex of Block 12 in the country of Georgia. The drilling campaign includes: (i) drilling/deepening of the well T-45, (ii) drilling/sidetracking of the well Dino-2, and (iii) drilling/sidetracking of the well T-39. All three wells at the Taribani complex (T-45, Dino-2 and T-39) will be drilled to a target depth of 2700-2800m, and Zones 9, 14 and 15 of the Eldari reservoir will be stimulated and produced together.
Additionally, as announced by the Company on 22 January 2018, while continuing testing of the well Ud-2 in the Mtsarekhevi complex of Block 12 in the country of Georgia, namely the testing of the second interval of the Miocene aged Gareji reservoir situated between 2519m-2554m, additional pressure pumping equipment needs to be mobilized to conduct a mechanical stimulation. The planned stimulation effort will utilize technology and scale in order to increase reservoir contact, improve near wellbore conductivity, and enhance gas production from all 100% of the perforated and stimulated stage 2 testing section.
The proceeds of the Fundraise will, therefore, be used for the following purposes:
(i) with respect to the well T-39 of the Taribani complex (the third well to be drilled/sidetracked): to procure the required materials, namely drilling mud and fluids, tubulars and well stimulation materials; to procure the required drilling, logging, cementing and stimulation services.
(ii) with respect to the well Ud-2 of the Mtsarekhevi complex: to procure well stimulation services and materials.
Highlights
Fundraising at 0.466 pence per New Ordinary Share ("Issue Price") to raise an aggregate of approximately £2.5 million (before expenses). The Offer, which is described below, is fully underwritten by a financial institution. The Company values its private investor base and is therefore opening the Offer to individual and institutional investors exclusively on PrimaryBid.com until 5p.m. on 11 February 2018. PrimaryBid Limited is acting as sole arranger for the Offer. Subscriptions under the Offer will be considered by the Company on a "first come, first served" basis subject to conditions. Any investment request over £100,000 will first require the Company's consent.No commission is charged to investors on applications to participate in the Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.
Further details of the Offer and the Subscription are included below.
For further information on PrimaryBid.com or the procedure for applications under the Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 (0) 20 7491 6519.
The Fundraising is expected to be completed and the results of it announced on 12 February 2018.
Enquiries:
|
| |
Frontera Resources | (713) 585- 3216 |
|
Zaza Mamulaishvili |
|
|
info@fronteraresources.com |
|
|
Cairn Financial Advisers LLP | +44 (0) 20 7213 0880 |
|
Jo Turner / Liam Murray
|
|
|
WH Ireland Limited | +44 (0)20 3411 1880 |
|
James Joyce / Alex Bond
|
|
|
Yellow Jersey | +44 (0) 203 735 8825 |
|
Tim Thompson |
|
|
Harriet Jackson |
|
|
Henry Wilkinson
|
|
|
PrimaryBid Limited | +44 (0) 207 491 6519 |
|
Dave Mutton |
|
|
Details of the Fundraising
The Company today announces a Fundraise of approximately £2.5 million (before expenses) through the issue and allotment by the Company of an aggregate of 536,480,687 new ordinary shares each in the Company ("New Ordinary Shares") at a price of 0.466 pence per New Ordinary Share ("Issue Price").
The Company values its private investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of private shareholders, the Company believes that it is appropriate to provide private and other interested investors the opportunity to participate in the Fundraising. The Company is therefore making the Offer exclusively through PrimaryBid.com.
Private and other investors may participate in the Offer of New Ordinary Shares on a on a first come, first served basis, exclusively through PrimaryBid.com.
In order to comply with the Prospectus Directive, the Company will ensure that funds raised from individual investors investing less than €100,000 in a 12 month period does not exceed €5,000,000. The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority.
The Company offers for subscription under the Fundraising up to 536,480,687 New Ordinary Shares at the Issue Price to raise approximately £2.5 million with a minimum subscription of £1,000 per investor. The Offer is fully underwritten and is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come first served" basis.
The maximum investment amount under the Offer for any investor is £100,000. Any investment request over £100,000 will first require the Company's consent.
The Company may, at its sole discretion (within the Company's existing non pre-emptive permissions), elect to increase the total number of New Ordinary Shares issued under the Offer.
For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com.
The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com. The Offer is made on a first come, first served basis and scale back of subscriptions (where necessary) will be made at the discretion of PrimaryBid in consultation with the Company.
The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.
Application will be made to the London Stock Exchange plc for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on or around 16 February 2018 - at which time it is also expected that the New Ordinary Shares will be enabled for settlement in CREST.
The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.
Expected Timetable of Principal Events
Announcement of the Offer | 9 February 2018 |
|
|
Closing of subscriptions on PrimaryBid.com | 5:00 p.m. on 11 February 2018 |
|
|
Announcement of result of the Offer | 12 February 2018 |
|
|
Admission and commencement of dealings in the New Ordinary Shares on AIM | 8:00 a.m. on or around 16 February 2018 |
|
|
Definitions
"CREST" | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations) |
"Euroclear" | Euroclear UK & Ireland Limited |
"Prospectus Rules" | the Prospectus Rules made in accordance with the EU Prospectus Directive 2003/71/EC in relation to offers of securities to the public and the admission of securities to trading on a regulated market |
"Restricted Jurisdictions" | United States of America, Canada, Australia, Japan and the Republic of South Africa and any other jurisdiction where the extension or availability of the Offer would breach any applicable law |