Last checked at 20 Oct 2017 14:14
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of Jersey Oil and Gas Plc or other evaluation of any securities of Jersey Oil and Gas Plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
Capitalised terms used in this Announcement shall have the meanings given to such terms in the Company's announcement this morning.
20 October 2017
Jersey Oil and Gas plc
("Jersey Oil and Gas", "JOG" or the "Company")
Update re Placing
Further to the announcement made earlier today, Jersey Oil and Gas (AIM: JOG), an independent upstream oil and gas company focused on the UK Continental Shelf ("UKCS") region of the North Sea, is pleased to announce a conditional placing (the "Placing") of 10,000,000 new ordinary shares of 1p each in the capital of the Company (the "Placing Shares") to raise £20 million (before expenses) with new and existing shareholders at an Issue Price of 200 pence per Placing Share (the "Placing Price"). The Placing Price represents a discount of approximately 21 per cent. to the closing middle market price of 254 pence per Existing Ordinary Share on 19 October 2017, the last business day before the announcement of the Placing.
Certain of the Directors of the Company have participated in the Placing, details of which are included in the table below:
Director | Number of existing Ordinary Shares | Number of Placing Shares Subscribed for | Total Ordinary Shares held immediately following the Placing | % of Enlarged Share Capital immediately following the Placing* |
Marcus Stanton | 24,195 | 7,500 | 31,695 | 0.16% |
Andrew Benitz | 627,142 | - | 627,142 | 3.14% |
Ronald Lansdell | 884,663 | 15,337 | 900,000 | 4.51% |
Scott Richardson Brown | 16,391 | 5,000 | 21,391 | 0.11% |
Frank Moxon | 84,935 | - | 84,935 | 0.43% |
* Assuming Admission of the Placing Shares but not taking into account any Ordinary Shares which may be issued pursuant to the Offer
Andrew Benitz, CEO of Jersey Oil and Gas Plc, commented:
"I am delighted by the strong support we have received from a list of very high quality institutional investors and am delighted to provide the opportunity to our non-institutional shareholders to participate on the same terms. As we enter our next stage of growth, today's financing provides us with the ability to fund our anticipated appraisal and exploration commitments in P.2170 and a strong platform to deliver further shareholder value through the acquisition of producing assets."
Total voting rights
Following the issue of the Placing Shares (but prior to the Offer) and assuming the passing of the Resolutions at the General Meeting, the Company will have 19,950,786 Ordinary Shares in issue.
The Offer
The Board is pleased to offer existing Shareholders the opportunity to participate alongside our new and existing institutional shareholders. The offer for up to £4m of Offer Shares will provide such an opportunity to individual shareholders including the ability to subscribe in excess of their existing percentage shareholding in the Company. Details of this Offer will be set out in a Circular which, together with an Application Form, will be sent to Shareholders shortly.
Notice of General Meeting
The Placing is conditional on, inter alia, the passing of the Resolutions at the General Meeting, to be held at the offices of Pinsent Masons LLP, 30 Crown Place, Earl Street, London, EC2A 4ES at 12 noon on 9 November 2017, notice of which will be posted to Shareholders. The Resolutions to be proposed at the General Meeting are to provide the Company with the authority to issue and allot the New Ordinary Shares.
A copy of a Circular, which includes notice of the General Meeting, will be posted to shareholders on Tuesday 24 October 2017 and will be available from the Company's website www.jerseyoilandgas.com.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this Announcement this inside information is now considered to be within the public domain.
Related Party Transaction
Participation by certain Directors (as per the table above) in the Placing is considered a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The Directors (other than Marcus Stanton, Ronald Lansdell and Scott Richardson Brown) consider, having consulted with Strand Hanson Limited, the Company's nominated adviser, that the terms of the participation for Marcus Stanton, Ronald Lansdell and Scott Richardson Brown in the Placing are fair and reasonable in so far as its Shareholders are concerned.
For further information please contact:
Jersey Oil and Gas plc
| Andrew Benitz, CEO | C/o Camarco: Tel: 020 3757 4983 |
Strand Hanson Limited | James Harris Matthew Chandler James Bellman | Tel: 020 7409 3494 |
Arden Partners plc | Chris Hardie Benjamin Cryer | Tel: 020 7614 5900 |
BMO Capital Markets Limited | Thomas Rider Jennifer Wyllie | Tel: 020 7236 1010 |
Camarco | Billy Clegg Georgia Edmonds
| Tel: 020 3757 4983 |