7 Jul 2015 16:35
For immediate release 7 July 2015
New World Oil and Gas Plc
('New World' or 'the Company')
Result of the Placing and Open Offer
Total Voting Rights
On 11 June 2015, the Company announced its intention to raise up to £3.5 million (before expenses) by way of a Placing and Open Offer for up to 3,888,873,028 Open Offer Shares.
The latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) was 11.00 am on 6 July 2015. The Company announces today that under the Open Offer, valid applications were received from Eligible Shareholders in respect of their Open Offer Entitlements for, in aggregate, 581,155,233 Open Offer Shares, representing approximately 14.94% of the 3,888,873,028 Open Offer Shares.
Under the Placing Agreement relating to the Placing and Open Offer, Cornhill Capital, as placing agent for the Company, has received Placing Commitments from certain persons for 3,888,873,028 Clawback Shares under the Placing. The Clawback Shares are subject to the rights of clawback by Eligible Shareholders under the Open Offer and accordingly 3,307,717,795 New Ordinary Shares representing 85.06% of the 3,888,873,028 Open Offer Shares will be issued under the Placing.
Application has been made to the London Stock Exchange for the total of 3,888,873,028 New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 10 July 2015. The New Ordinary Shares will rank pari passu with all Existing Ordinary Shares.
Trading in the Company's Ordinary Shares is currently subject to Suspension, and the Placing and Open Offer is not conditional on the Restoration of Trading becoming effective. Restoration is not expected to take place until historic settlement issues in the Ordinary Shares have improved to enable orderly trading. The Restoration of Trading is subject to the Rules of the London Stock Exchange. Accordingly, New Ordinary Shares which are subscribed for under the Placing and Open Offer shall remain suspended from trading on AIM until the Restoration of Trading is effective. Whilst the Company intends the Placing and Open Offer to improve the settlement issues, there is no guarantee that this will be sufficient to enable Restoration.
At Admission, the Company will have 4,591,596,741 Ordinary Shares in issue each with voting rights attaching. The Company has no Ordinary Shares in treasury and, as a result, the total number of voting rights in the Company will be 4,591,596,741. This figure may therefore be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
The net proceeds of the Placing and Open Offer will be used to progress the Group's projects, to fund additional new interests and for general working capital purposes.
Unless defined herein, capitalised terms used in this announcement shall have the meaning attributed to them in the document setting out details of and the terms relating to the Placing and Open Offer (the "Document") posted to certain Eligible Shareholders on 11 June 2015 and available to view on the Company's website, www.nwoilgas.com. The relevant definitions are set out in Appendix I to this announcement.
Enquiries: | ||
Georges Sztyk | New World Oil and Gas Plc | Tel: +1 646 407 9946 |
Peter Sztyk | New World Oil and Gas Plc | Tel: +1 917 215 7122 |
Roland Cornish | Beaumont Cornish Limited (Nomad) | Tel: +44 (0) 20 7628 3396 |
Felicity Geidt | Beaumont Cornish Limited (Nomad) | Tel: +44 (0) 20 7628 3396 |
Lottie Brocklehurst | St Brides Partners Ltd | Tel: +44 (0) 20 7236 1177 |
Frank Buhagiar | St Brides Partners Ltd | Tel: +44 (0) 20 7236 1177 |
Nicholas Bealer | Cornhill Capital Limited (Broker) | Tel: +44 (0) 20 7710 9612 |
Andrew Frangos | Cornhill Capital Limited (Broker) | Tel: +44 (0) 20 7710 9611 |
Appendix I
DEFINITIONS
"Admission" |
| admission of the New Ordinary Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules, which is expected to occur on 10 July 2015
|
"AIM" |
| the market known as "AIM" operated by the London Stock Exchange
|
"Application Form" |
| the application form accompanying this document (where appropriate) to be used by Eligible Non-CREST Shareholders in connection with the Open Offer
|
"certificated" or "certificated form"
|
| not in uncertificated form |
"Clawback Shares" |
| up to 3,888,873,028 New Ordinary Shares which are being conditionally placed by Cornhill Capital pursuant to the Placing Agreement, subject to the rights of clawback by Eligible Shareholders
|
"Company" or "New World" |
| New World Oil and Gas plc, a company incorporated in Jersey with registered number 105517 whose registered office is at 44 Esplanade, St. Helier, Jersey JE4 9WG, Channel Islands
|
"Cornhill Capital" |
| Cornhill Capital Limited
|
"CREST" |
| the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear in accordance with the Regulations
|
"Eligible CREST Shareholders" |
| Eligible Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date were held in uncertificated form
|
"Eligible Non-CREST Shareholders"
|
| Eligible Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date were held in certificated form |
"Eligible Shareholders" |
| holders of Existing Ordinary Shares on the register of members of the Company at the Record Date
|
"Enlarged Share Capital" |
| the Existing Ordinary Shares together with the New Ordinary Shares
|
"Existing Ordinary Shares" |
| the 702,723,713 Ordinar Shares in issue at the date of this document
|
"Group" |
| the Company and its subsidiary undertakings
|
"London Stock Exchange" or "Exchange"
|
| London Stock Exchange plc |
"New Ordinary Shares" |
| up to the 3,888,873,028 New Ordinary Shares to be issued pursuant to the Placing and Open Offer
|
"Open Offer" |
| the invitation to Eligible Shareholders to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions set out or referred to in Part 3 and Schedule 1 of the Document and, where relevant, in the Application Form
|
"Open Offer Entitlement" |
| the pro rata entitlement for Eligible Shareholders to apply to subscribe for 5.534 Open Offer Shares for each Existing Ordinary Share held by them at the Record Date pursuant to the Open Offer
|
"Open Offer Shares" |
| the 3,888,873,028 Ordinary Shares which are to be made available for subscription by Eligible Shareholders under the Open Offer
|
"Ordinary Shares" or "Shares" |
| the ordinary shares of no par value in the capital of the Company from time to time
|
"Placing" |
| the conditional placing by Cornhill Capital on behalf of the Company of the Clawback Shares at the Issue Price pursuant to the Placing Agreement
|
"Placing Agreement" |
| the agreement dated on or around the date of the Document between the Company and Cornhill Capital relating to the Placing and Open Offer, further details of which are set out in paragraph 4 of Part 4 of the Document
|
"Placing Commitments" |
| the conditional commitments to subscribe for 3,888,873,028 of the Clawback Shares entered into by certain persons, further details of which are set out in paragraph 5 of Part 4 of the Document
|
"Record Date" |
| close of business on 5 June 2015
|
"Restoration of Trading" or "Restoration"
|
| the restoration of trading on AIM of the Ordinary Shares, in accordance with the Rules of the London Stock Exchange |
"Rules of the London Stock Exchange"
|
| the Rules of the London Stock Exchange published by the London Stock Exchange
|
"Shareholders" |
| holders of Ordinary Shares
|
"Suspension" |
| the initial temporary suspension of the trading on AIM of the Ordinary Shares, which took effect from 7.30 a.m. on 19 May 2015 followed by the separate but continuous suspension of the trading on AIM of the Ordinary Shares on 21 May 2015 pursuant to the London Stock Exchange Market Notice N10/15 and which suspension continues as of the date of the Document
|
"uncertificated" or "uncertificated form"
|
| recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the Regulations, may be transferred by means of CREST
|
"United Kingdom" or "UK" |
| the United Kingdom of Great Britain and Northern Ireland
|