6 Feb 2014 15:03
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN 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 decision in respect of President Energy PLC or other evaluation of any securities of President Energy PLC or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
PRESIDENT ENERGY PLC
("President" or the "Company")
Results of Placing
On 5 February 2014, President announced a proposed fundraising, by way of a placing of new Ordinary Shares to institutional and other investors (the "Placing") and a proposed open offer of further new Ordinary Shares to President's existing shareholders in order to raise up to an additional US$7 million (approximately £4.3 million) (the "Open Offer").
President is pleased to announce that a total of 87,628,500 new ordinary shares (the "Placing Shares") have been placed in the Placing, with new and existing institutional investors at a price of 35 pence per Placing Share (the "Issue Price"), raising gross proceeds of US$50 million (£30.7 million). When issued, the Placing Shares will represent approximately 28.6% of the issued ordinary share capital of the Company prior to the Placing. RBC Capital Markets (a trading name of RBC Europe Limited) ("RBC Capital Markets") and Canaccord Genuity Limited ("Canaccord Genuity") (together the "Joint Bookrunners") acted as joint bookrunners to the Company in respect of the Placing.
The Issue Price represents a discount of: (i) 6.7 per cent. to the last reported trading price of the Ordinary Shares of the Company prior to the pricing of the Placing Shares; and (ii) 14.6 per cent to the volume weighted average price of 41 pence per Ordinary Share (the "VWAP") for the 30 trading day period prior to the date of this announcement.
Peter Levine, Chairman of President, commented:
"I am pleased with fully exercising the upsize facility as a result of an oversubscribed Placing. The Placing will significantly strengthen our financial position and allow us to progress our expanded exploration activities this year.
This is another milestone for the company and a major step forward as we look to grow the business. We now have considerably more opportunities as a result of our work over 2013, and we look forward to the 2014 drilling campaign in Paraguay."
PLLG Investments Limited ("PLLG") is an entity beneficially owned by Peter Levine, the Company's Executive Chairman, and is the Company's largest shareholder. PLLG has conditionally agreed to subscribe for 4,350,000 Placing Shares at the Issue Price pursuant to the Placing. Following completion of the Placing and Open Offer PLLG and parties deemed to be acting in concert with it will own in aggregate 80,027,037 ordinary shares representing 19.7 per cent of the Company's enlarged share capital (assuming full take up under the Open Offer) and PLLG will own 79,091,737 ordinary shares representing 19.5 per cent of the Company's enlarged share capital (assuming full take up under the Open Offer).
In addition Richard Hubbard, David Jenkins and David Wake-Walker have conditionally agreed to subscribe for 71,000, 25,000 and 60,000 Placing Shares, respectively, at the Issue Price pursuant to the Placing. Following completion of the Placing and Open Offer Richard Hubbard, David Jenkins and David Wake-Walker will own in aggregate 434,461, 154,807 and 365,104 ordinary shares, respectively, representing 0.11, 0.04 and 0.09 per cent , respectively, of the Company's enlarged share capital (assuming full take up under the Open Offer).
The participation in the Placing by the International Finance Corporation and Schroders Investment Management Limited represent related party transactions under the AIM Rules. Accordingly, the independent Directors, consider, having also consulted with RBC in its capacity as the Company's nominated adviser, that the terms of such parties' participation in the Placing are fair and reasonable insofar as independent Shareholders are concerned.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of 1 penny each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.
As stated in the announcement of 5 February 2014, the Placing is conditional, inter alia, upon shareholder approval. A circular to shareholders containing further details of the Placing and Open Offer is expected to be sent to shareholders tomorrow.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective on 25 February 2014 and that dealings for normal settlement in the Placing Shares will commence at 8.00 a.m. on 25 February 2014.
For further information contact:
President Energy PLC
Peter Levine, Executive Chairman +44 (0) 207 016 7950
John Hamilton, CEO +44 (0) 207 016 7950
Ben Wilkinson, Finance Director +44 (0) 207 016 7950
RBC Capital Markets
Matthew Coakes, Daniel Conti, Jeremy Low +44 (0) 207 653 4000
Canaccord Genuity Limited
Tim Redfern, Henry Fitzgerald-O'Connor +44 (0) 207 523 8000
Bell Pottinger
Gavin Davis, Henry Lerwill +44 (0) 207 861 3232
IMPORTANT NOTICES
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (A "RELEVANT MEMBER STATE") UNDER THE FOLLOWING EXEMPTIONS UNDER THE PROSPECTUS DIRECTIVE, IF AND TO THE EXTENT THEY HAVE BEEN IMPLEMENTED IN THAT RELEVANT MEMBER STATE: (I) TO ANY LEGAL ENTITY WHICH IS A "QUALIFIED INVESTOR" AS DEFINED IN THE PROSPECTUS DIRECTIVE; (II) TO FEWER THAN 100 OR, IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED THE RELEVANT PROVISION OF THE DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO) (THE "PROSPECTUS DIRECTIVE"), 150, NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE), AS PERMITTED UNDER THE PROSPECTUS DIRECTIVE; OR (III) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, PROVIDED THAT NO SUCH OFFER TO THE PUBLIC SHALL RESULT IN A REQUIREMENT FOR THE PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE; AND (B) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (THE "ORDER"); OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE PLACING AND/OR ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, RBC CAPITAL MARKETS, CANACCORD GENUITY OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY, RBC CAPITAL MARKETS AND CANACCORD GENUITY TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. IN PARTICULAR, THIS ANNOUNCEMENT (INCLUDING THIS SCHEDULE) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) ("FSMA") by, a person authorised under FSMA. This document is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.
Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipates", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, liquidity, dividend policy and the development of the industry in which the Company's business operates to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority ("FCA"), the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
RBC Capital Markets (a trading name of RBC Europe Limited), which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of RBC Capital Markets (a trading name of RBC Europe Limited) nor for providing advice in relation to the Placing or any other matter referred to in this announcement.
Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in relation to the Placing or any other matter referred to in this announcement.
The Placing Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
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 the Joint Bookrunners or by any of their respective affiliates or their or their respective affiliates' agents, directors, officers and employees, respectively, 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 therefor is expressly disclaimed.