4 Jul 2017 07:00
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4 July 2017
RockRose Energy PLC
Re-admission to the London Stock Exchange
Placing and subscription to raise £8 million
RockRose Energy PLC (the "Company") is pleased to announce that re-admission of the Company's Ordinary Shares on the London Stock Exchange is expected to take place at around 8.00 a.m. on 6 July 2017.
A prospectus has today been approved by the UKLA and will shortly be uploaded to the Company's website at www.rockroseenergy.com/investor-relations and the NSM.
Acquisition update
Maersk acquisitions
Further to the announcement on 15 June 2017, following approval from the Oil & Gas Authority ("OGA"), the Company continues to make good progress towards the completion of the acquisition of interests in Maersk Oil North Sea UK Ltd's ("Maersk") Scott (5.16%) and Telford (2.36%) fields, which will represent the initial investment in one of RockRose's core areas of strategic focus, the UK North Sea. The consideration for the interests in Scott and Telford consists of a payment from Maersk to the Company of £14.5 million plus working capital adjustments. Formal completion is expected in the coming weeks.
Egerton acquisition
As previously announced the Company signed a conditional sale and purchase agreement to acquire the entire issued and to be issued share capital of Egerton Energy Ventures Limited ("Egerton"), on 22 March 2016. Egerton's assets are principally non-operated interests in the Galahad (27.80%) and Mordred (8.33%) gas fields located in the Southern North Sea. The consideration for the Egerton acquisition is effectively a receipt by the company of £999,000 over an eighteen month period. This acquisition is subject to receipt of confirmation from the OGA that it has no objection to the change of control of Egerton.
Sojitz acquisition
The Company previously announced that it had entered into a heads of terms agreement to acquire a subsidiary of a major trading company which holds small non-operated interests in gas fields located in the Southern North Sea and significant tax assets. The Company is now able to disclose that the proposed acquisition is for the purchase of the entire issued share capital of Sojitz Energy Project Limited (''SEP'') from Sojitz Corporation, a Japanese corporate entity and Sojitz Europe plc, an English company, who have together agreed in principal to sell SEP, which includes interests in the Tors (15%), Grove (7.5%) and Seven Seas (10%) Field Units, to the Company. In the event that the Company decides to proceed with the Sojitz acquisition, which remains subject to OGA approval, it intends to finance the transaction through existing cash resources.
On completion of the acquisitions of the Scott and Telford assets, Egerton, and in the event the Company proceeds with the acquisition of SEP, the Company estimates current aggregate net production of around 1,400 boepd.
Placing and subscription
In addition, the Company has conditionally raised £8 million (before expenses) through an issue of 5,333,334 new ordinary shares of 20 pence each at a price per share of 150 pence. The fundraise was effected through the placing of 1,699,594 New Ordinary Shares ("the Placing") and a subscription of 3,633,740 New Ordinary Shares ("the Subscription"). The net proceeds of the Placing and the Subscription will be used to further pursue the Company's acquisition strategy, enhancing its ability to identify, examine and evaluate further opportunities.
As part of the Subscription, Arunvill Capital Limited ("Arunvill") has subscribed in cash the total amount of £4 million for 2,666,666 New Ordinary Shares in the Company on Admission. Arunvill has entered into a lock-up and orderly market deed in respect of such New Ordinary Shares. Under the terms of the deed, Arunvill's Ordinary Shares will be locked up for a 12 month period from Admission and orderly market arrangements will be in place for two years from Admission. These restrictions are subject to certain limited exceptions.
The net proceeds to the Company amount to approximately £7.3 million, after deduction of fees and expenses payable by the Company related to the Placing and Admission. In accordance with Listing Rule 14.2.2, at Admission at least 25 per cent. of the Ordinary Shares of this listed class will be in public hands (as defined in the Listing Rules).
The Directors of the Company have participated in the Subscription, subscribing £160,000 in aggregate for 106,667 New Ordinary Shares.
The new shares issued through the Placing and the Subscription will rank pari passu in all respects with the Company's existing issued share capital. Following the Placing and the Subscription, the Company will have 15,333,334 ordinary shares in issue.
Hannam & Partners (Advisory) LLP ("Hannam") is acting as Broker and Lead Manager to the Company and Whitman Howard Limited ("Whitman Howard") is acting as Broker and Co-Manager (together the "Managers").
Andrew Austin, Executive Chairman, commented:
"We have made significant progress delivering our targeted acquisition strategy and today's fundraise allows us to accelerate this as we continue to pursue and identify complementary, value accretive acquisitions to create a scalable energy business that is able to deliver shareholder returns in a low oil price environment.
"The Board would like to thank our existing and new shareholders for their support and patience as it has taken longer than initially anticipated to re-admit due to the complexities of the transaction. We look forward to providing updates on our progress in the weeks and months ahead."
Re-admission
Completion of the Placing is subject to the satisfaction of conditions contained in the Placing Agreement, including Admission occurring on or before 6 July 2017 or such later date as may be agreed by the Managers and the Company, not being later than 15 July 2017.
Completion of the Subscription is subject to the satisfaction of conditions contained in the Subscription Agreement, including Admission occurring on or before 6 July 2017.
Admission is expected to take place and dealings in the Ordinary Shares are expected to commence on the London Stock Exchange at 8.00 a.m. on 6 July 2017.
The total number of Ordinary Shares in the Company in issue immediately following Admission is 15,333,334 each with equal voting rights. This total voting rights figure of 15,333,334 can be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
Ends
Enquiries:
RockRose Energy plc +44 (0)20 3826 4800
Broker and Lead ManagerHannam & Partners (Advisory) LLP
Giles Fitzpatrick / Andrew Chubb +44 (0)20 7907 8500
Broker and Co-Manager
Whitman Howard Limited
Nick Lovering / Francis North +44 (0)20 7659 1234
Financial PRCamarco
Billy Clegg +44 (0)20 3757 4980
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
Hannam & Partners (Advisory) LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Broker and Lead Manager to the Company and for no one else in connection with the Placing, Subscription, the acquisitions and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the matters set out in this announcement.
Whitman Howard Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Broker and Co-Manager to the Company and for no one else in connection with the Placing, Subscription, the acquisitions and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the matters set out in this announcement.