Last checked at 14 Jun 2018 07:00
14 June 2018
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE PLC, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE ANY INVITATION, SOLICITATION, RECOMMENDATION, PROSPECTUS, OFFERING MEMORANDUM, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN PETRO MATAD LIMITED OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHOULD FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF PETRO MATAD LIMITED OR OTHER EVALUATION OF ANY SECURITIES IN PETRO MATAD LIMITED OR ANY OTHER ENTITY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
Petro Matad Limited
("Petro Matad" of the "Company")
Results of placing
Petro Matad Limited (AIM: MATD.L), the AIM-quoted Mongolian oil explorer, is pleased to announce the successful and significantly oversubscribed placing of, and subscription for, New Ordinary Shares, as announced yesterday (the "Fundraising").
A total of 136,842,892 New Ordinary Shares in Petro Matad Limited have been placed with new and existing institutional investors and certain Directors and senior management of the Company by Stifel Nicolaus Europe Limited ("Stifel"), Stockdale Securities Limited ("Stockdale") and Pareto Securities AS and Pareto Securities Limited ("Pareto") (together the "Banks") at a price of 10 pence per New Ordinary Share (the "Placing Price"), raising gross proceeds of approximately US$18.3 million (£13.7 million). The New Ordinary Shares being issued represent approximately 26.05 per cent. of the Company's existing issued ordinary share capital prior to the completion of the Fundraising.
The Placing Price represents a 17.7 per cent. discount to the average daily volume weighted average price for the 30 days up to 12 June 2018.
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the New Ordinary Shares.
Mike Buck, CEO of Petro Matad commented:
"I am very pleased to announce the successful completion of this oversubscribed placing with new and existing institutional shareholders and I would like to thank them for their support. Petro Matad is now well capitalised to execute a six well exploration drilling programme during an active and exciting twelve month period. This is the most significant exploration campaign in Mongolia for a number of years and I look forward to reporting on its progress once it kicks off in July 2018 with the spudding of the Snow Leopard-1 well."
Participation by Directors and Management
Certain of the Directors and members of the Company's senior management team have agreed to participate in the Fundraising (the "Subscriptions") to raise gross proceeds of approximately US$0.25 million. Details of the Directors' Subscriptions, and subsequent shareholdings following, and subject to, Admission, are set out in the table below:
Director | Existing holding of Ordinary Shares | New Ordinary Shares pursuant to the Subscriptions | Resultant holding of Ordinary Shares immediately following Admission | Resultant holding as a % of the enlarged share capital following Admission |
Enkhmaa Davaanyam | 5,388,400 | 747,775 | 6,136,175 | 0.93% |
Mike Buck | 3,770,006 | 500,000 | 4,270,006 | 0.64% |
Timothy Bushell | 961,538 | 100,000 | 1,061,538 | 0.16% |
John Henriksen | 1,915,658 | 149,555 | 2,065,213 | 0.31% |
Concert Party Holding
Following Admission and the issue of the New Ordinary Shares to Enkhmaa Davaanyam, the Petrovis Group (being Petrovis Matad Inc, its underlying shareholders and their family members) will hold 196,849,199 Ordinary Shares representing 29.73 per cent of the Company's enlarged issued share capital.
Extraordinary General Meeting
The Fundraising is subject to Shareholder approval. A Circular, outlining the terms of the Fundraising and containing a notice of Extraordinary General Meeting to be held on 3 July 2018, is expected to be despatched to Shareholders on or around 15 June 2018. The Circular will be available on the Company's website at www.petromatadgroup.com.
Application will be made to the London Stock Exchange for admission to trading of the New Ordinary Shares on AIM ("Admission"). It is expected that Admission will take place at 8:00 a.m. on 4 July 2018 (at which time the Placing will become unconditional) and that dealings in the New Ordinary Shares on AIM will commence at the same time.
Petro Matad's enlarged issued ordinary share capital immediately following the issue of the New Ordinary Shares will be 662,155,749 Ordinary Shares. This figure 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 in interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules.
Stockdale is acting as nominated adviser and joint broker to the Company in connection with the Placing. Stifel is acting as sole bookrunner and joint broker to the Company in connection with the Placing. Pareto is acting as co-lead manager in connection with the Placing.
Timetable
The times and dates set out below are subject to change, and may be adjusted by the Company in consultation with the Banks. The timetable below also assumes that the Resolutions are all passed at the Extraordinary General Meeting without adjournment. In the event of any significant changes from the below expected timetable, details of the new times and dates will be notified to Shareholders by an announcement on a Regulatory Information Service.
Posting of the Circular and Form of Proxy | 15 June 2018 |
Extraordinary General Meeting | 8:30 a.m. 3 July 2018
|
Admission and commencement of dealings in the New Ordinary Shares* | 8.00 a.m. 4 July 2018 |
CREST accounts to be credited with New Ordinary Shares* | 4 July 2018 |
*Subject to Shareholder approval at the Extraordinary General Meeting | |
Each of the times and dates above refer to British Summer Time.
Defined terms used in this announcement have the same meaning as set out in the placing announcement issued by the Company on 13 June 2018.
For further information please contact:
Petro Matad Limited | |
Mike Buck, CEO | +97 670 141 099 / +97 675 751 099 |
Stockdale Securities Limited (Nominated Adviser and Joint Broker) | |
Richard Johnson Andy Crossley
| +44 (0) 20 7601 6100 |
Stifel Nicolaus Europe Limited (Sole Bookrunner and Joint Broker) | |
Callum Stewart Nicholas Rhodes Ashton Clanfield | +44 (0) 20 7710 7600 |
Pareto Securities AS and Pareto Securities Limited (Co-lead Manager) | |
Petter Sagfossen
| +47 (0) 22 87 87 48 |
FTI Consulting (Communications Advisory Firm) | |
Edward Westropp | +44 (0)20 3727 1521 |
IMPORTANT NOTICES
This Announcement contains 'forward-looking statements' concerning the Company that are subject to risks and uncertainties. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects', 'aims', 'intends', 'anticipates' or similar expressions or negatives thereof identify forward-looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Company's operations; and (iii) the effects of government regulation on the Company's business.
These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as (i) price fluctuations in crude oil and natural gas; (ii) changes in demand for the Company's respective products; (iii) currency fluctuations; (iv) drilling and production results; (v) reserves estimates; (vi) loss of market share and industry competition; (vii) environmental and physical risks; (viii) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (ix) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (x) economic and financial market conditions in various countries and regions; (xi) political risks, including the risks of renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement of shared costs; and (xii) changes in trading conditions. The Company cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. The Company does not undertake any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company or any other person following the implementation of the Fundraising or otherwise.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons who require advice should consult an independent financial adviser.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, except pursuant to an exemption from registration. No public offering of securities is being made in the United States.
The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or any of the Banks that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, any such restrictions.
This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, the Republic of South Africa or Japan or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
Stockdale, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and joint broker to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Stockdale is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stockdale, or for providing advice in relation to the contents of this Announcement or any matter referred to in it.
Stifel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sole bookrunner and joint broker to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Stifel is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel, or for providing advice in relation to the contents of this Announcement or any matter referred to in it.
Pareto, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as co-lead manager to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Pareto is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Pareto, or for providing advice in relation to the contents of this Announcement or any matter referred to in it.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Stockdale, Stifel or Pareto or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Conversions from US$ to GBP in this announcement have been conducted at an exchange rate of 1.3373:1 being the relevant exchange rate on 12 June 2018.