Less Ads, More Data, More Tools Register for FREE

Pin to quick picksSirius Pet Regulatory News (SRSP)

  • There is currently no data for SRSP

Conditional Placing and Subscription

23 Jul 2014 07:00

RNS Number : 0487N
Sirius Petroleum PLC
23 July 2014
 



Sirius Petroleum Plc.

("Sirius" or the "Company")

Conditional Placing and Subscription to raise up to USD $20.0m

and

Notice of General Meeting

Summary

Sirius Petroleum (AIM:SRSP), the Company focused on oil and gas development and production opportunities in Nigeria, is pleased to announce that it has conditionally raised gross proceeds of up to US$20,000,000 by way of a placing and a subscription (the "Placing and Subscription").

· Conditional Placing of 63,530,215 Ordinary Shares and Subscription of up to 326,333,333 new Ordinary Shares, being an aggregate of up to 389,863,548 new Ordinary Shares at 3 pence per share ("New Ordinary Shares") to raise up to £11,695,906 (approximately US$20,000,000) before expenses;

· The total cost for the initial well is estimated by Schlumberger, the world leading oil services company, to be approximately US$25,100,000. The board of directors (the "Board") is therefore also seeking further funding to meet the remaining well cost ("Further Funding");

· The Placing and Subscription are conditional upon, among other things, the Company raising the Further Funding on or before 15 September 2014. Such funding may be in the form of debt, equity or pre-payment for crude offtake, and the Company is in discussions with providers of finance to this end;

· The Placing and Subscription are also conditional on among other things, shareholder approval at the General Meeting of the Company, convened for 13th August 2014, to authorise the Directors to allot the New Ordinary Shares for cash on a non pre-emptive basis;

· The proceeds of the Placing and Subscription to provide the Group with the equity portion of the funding required to drill its initial well; and

· The New Ordinary Shares will if issued represent up to 27.66 per cent. of the Company's enlarged share capital following Admission.

Commenting, Bobo Kuti, Chief Executive, said:

"We have been delighted with the response to the equity raise from the UK market. I would like to thank shareholders for their continuing support and believe that we can now look forward with confidence to deliver on our strategy to develop our first off-shore marginal field and the first step in building a range of development and producing oil and gas assets in Nigeria."

Background to the Placing and Subscription

Sirius is seeking funding in order to bring the off-shore Ororo field, located in OML 95, in which it has a 40% economic interest (pursuant to the terms of the Finance and Technical Service Agreement dated 5 October 2011), into production. The total field development includes the proposed drilling of three wells, targeting daily total field production of circa 6,000 bopd. The total cost for the initial well has been estimated by Schlumberger, the leading oil services company, which has performed a technical analysis, performed the well development plan and will be conducting the drilling operations for the Company on a turn-key basis at approximately US$25,100,000. The actual cost of the well may vary from this estimate.

 

The Board is exploring a number of opportunities to fund the balance of its initial drilling costs, which may be in the form of debt, equity or pre-payment for crude off-take. Such Further Funding may also enable the Company to accelerate its drilling programme, so that additional wells can be drilled in a shorter time period, and for the development of the Company's other oil and gas interests in Nigeria.

Placing and Subscription

The board is conscious of the dilutive effect of the Placing and the Subscription on existing shareholders but in light of the substantial funding required, the need to fund the Ororo field in a relatively short time-frame and the additional costs involved in a rights issue or open offer, the board determined that the fundraising should proceed by way of the Placing and Subscription.

The Company's broker, Cantor Fitzgerald Europe ("Cantor"), as agent for the Company, has entered into conditional placing commitments with placees to raise ÂŁ1,905,906 (before expenses) by way of the issue of 63,530,215 Ordinary Shares (each a "Placing Share") at 3.0 pence per Placing Share ("Placing Price") ("Placing").

Contemporaneously, the Company has entered into conditional subscription commitments with subscribers that it has secured to raise up to ÂŁ9,790,000 (before expenses) by way of the issue of up to 326,333,333 Ordinary Shares (each a "Subscription Share") at the Placing Price ("Subscription").

Neither the Placing nor the Subscription is underwritten. The terms of the Placing and Subscription are identical in all material respects.

The Placing and Subscription are conditional upon, among other things, the Company raising the Further Funding. The form of such funding has not been determined but may take the form of debt, prepayment for off-take or equity. The Company has not yet agreed terms for the provision of the Further Funding. If such Further Funding is not raised on or before 15 September 2014, the Placing and Subscription will terminate and neither the Placing Shares nor the Subscription Shares will be issued.

The Board is keen to minimise shareholder dilution and therefore, dependent on the nature and amount of the Further Funding available, the Board reserves the right to partly or wholly reduce the amount of the Subscription (but not the Placing) and replace it with non-equity. The Company looks forward to concluding the Further Funding and will update shareholders accordingly when the necessary commitments are in place.

The Placing Shares and, if not scaled back, the Subscription Shares will represent approximately 27.66 per cent. of the Enlarged Share Capital. The Placing Price is at a discount of approximately 6.98 per cent. to the closing middle market price of an Ordinary Share on 22 July 2014, being the last practicable date prior to the publication of this announcement. The gross proceeds of the Placing and the Subscription are estimated to be approximately up to ÂŁ11,695,906 less expenses of ÂŁ110,295.

Use of funds

The Board intends that the majority of the net proceeds of the Placing, Subscription and Further Funding will be used to fund the development of the Ororo Field, as follows:

Phase 1 - Completion of initial work programme

Cost to complete the initial work programme which includes site surveys, community relations, environmental impact assessment (EIA) surveys, rig mobilization fees.

US$2.6m

Phase 2 - Drilling

Re-entry of the Ororo ST-1 well will be completed. Expected revenues from initial production of 2,000 bopd from the first well will be used to develop a second well, adjacent to the Ororo ST-1 well and will repeat the same process as the first well.

US$22.5m

Total

US$25.1m

 

General Meeting

A General Meeting of the Company is to be held at 10.00 a.m. on 13 August 2014 at the offices of Fladgate LLP at 16 Great Queen Street, London WC2B 5DG for the purpose of seeking Shareholders' approval of the resolutions to authorise the directors to allot and issue the New Ordinary Share free of pre-emption rights for cash. Notice of the General Meeting will be sent to shareholders today and is also available on the Company's website at www.siriuspetroleum.com. The Directors are recommending that Shareholders vote in favour of the resolutions.

Enquiries:

Sirius Petroleum plc

Bobo Kuti / Jamie Bligh

 

+44 (0) 20 3740 7460

www.siriuspetroleum.com

Cairn Financial Advisers LLP

Tony Rawlinson / Paul Trendell

 

+44 (0) 20 7148 7900

 

Cantor Fitzgerald Europe

David Porter / Julian Erleigh

 

+44 (0) 207 894 7000

 

Gable Communications Limited

John Bick

+44 (0) 20 7193 7463

Email: srsp@gablecommunications.com

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IOEDXGDRLDDBGSD
Date   Source Headline
6th Aug 201512:01 pmRNSResult of AGM
31st Jul 201510:02 amRNSWorking Capital Loan and Issue of Equity
14th Jul 20152:37 pmRNSNotice of AGM and Change of Date
30th Jun 20157:00 amRNSFinal Results
22nd Jun 20157:00 amRNSHavoc Technical Services Agreement
8th May 20157:00 amRNS£1.5m Convertible Loan
1st May 20157:00 amRNSCorporate Strategy Update
16th Mar 20157:00 amRNSUpdate re: Funding
2nd Mar 20154:28 pmRNSIssue of Equity
12th Feb 201511:06 amRNSFunding and Operational Update
18th Dec 20147:00 amRNSExecution of Convertible Loan
25th Nov 20147:00 amRNSEquity Secured + Loan Term Sheet Agreed
7th Nov 20149:00 amRNSFunding Update
16th Oct 20147:00 amRNSFurther Funding Update and TAC Appointments
29th Sep 20147:00 amRNSHalf Yearly Report
16th Sep 20147:00 amRNSUpdate re: Placing and Subscription
15th Sep 20147:00 amRNSMarketing Agreement
12th Sep 20147:00 amRNSConditional Placing and Subscription Update
13th Aug 201411:38 amRNSResult of EGM
5th Aug 201410:28 amRNSCapitalisation of Loan and Fees & Issue of Equity
23rd Jul 201411:23 amRNSResult of AGM
23rd Jul 20147:00 amRNSConditional Placing and Subscription
17th Jul 20149:30 amRNSResponse to Press Speculation
30th Jun 20147:00 amRNSFinal Results
7th Apr 20147:00 amRNSGrant of Warrants
4th Mar 20147:00 amRNSCapitalisation of Fees and Loans
3rd Mar 20147:00 amRNSAppointment of Broker
17th Jan 20148:08 amRNSIssue of Equity
10th Dec 20137:00 amRNSOroro Field
4th Dec 20134:07 pmRNSTR-1 Holding(s) in Company
8th Nov 20133:46 pmRNSDirector/PDMR Shareholding
30th Sep 20137:00 amRNSHalf Yearly Report
25th Sep 20137:00 amRNSDirectorate Change
25th Sep 20137:00 amRNSIssue of Equity
3rd Sep 20137:00 amRNSIssue of Equity
7th Aug 20137:00 amRNSIssue of shares
25th Jul 201312:44 pmRNSResult of AGM
5th Jul 20138:58 amRNSReplacement Real Options Valuation Issue of Equity
5th Jul 20137:00 amRNSReal Options Valuation + Issue of Equity
28th Jun 20132:08 pmRNSFinal Results
3rd May 20137:00 amRNSGlencore Exclusivity Off-take Agreement
23rd Apr 20134:41 pmRNSIssue of Shares
4th Mar 20137:30 amRNSChange of Registered Office
26th Feb 201312:08 pmRNSResult of Meeting
1st Feb 20137:03 amRNSProposed Funding Strategy + Notice of EGM
1st Feb 20137:01 amRNSDirectorate Change
1st Feb 20137:00 amRNSChange of Nominated Adviser
26th Nov 20127:00 amRNSOperational Update
28th Sep 20127:00 amRNSHalf Yearly Report
7th Sep 20122:00 pmRNSIssue of Shares

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.