Last checked at 23 Aug 2019 07:00
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company and for the avoidance of doubt this announcement is not an offer and not capable of being accepted.
23 August 2019
WESTMOUNT ENERGY LIMITED
("Westmount" or the "Company")
Subscription to raise up to £5.0 million
The Board of Westmount is pleased to announce a conditional subscription to raise gross proceeds of up to £5.0 million (the "Subscription") through the issue of up to 38,461,538 new ordinary shares of nil par value (the "Subscription Shares") at 13 pence per share (the "Issue Price") to certain new and existing investors. The proceeds of the Subscription will be used to pursue Westmount's ongoing investment strategy, focused on the Guyana-Suriname Basin, as well as for general corporate purposes.
Background to and reasons for the Subscription
Westmount's strategy continues to be to seek exposure to opportunities in the prolific Guyana-Suriname Basin, a major emerging hydrocarbon province where, since 2015, ExxonMobil and its Stabroek Block partners have reported discovered recoverable resources in excess of 6 billion oil-equivalent barrels and 13 successes out of 15 exploration wells. Through the Company's existing portfolio of investments in the Guyana-Suriname Basin, the Board believes that the Company will have exposure to between four and seven funded wells over the coming 12-18 months, including the recently announced Jethro-1 Oil Discovery well. The Board continues to engage closely with its portfolio companies and other incumbents in the region, and believes that there may be further investment opportunities for the Company in the short to medium term with the potential for a transformational transaction in due course.
Following completion of the Subscription and subject to various approvals, it is expected that, on or around 30 August 2019, Westmount will agree to acquire up to 313,500 common shares in Cataleya Energy Corporation ("CEC") at a price of US$10.00 per common share (the "Proposed Investment"). Should the Proposed Investment proceed on these terms, Westmount would hold approximately 5.4% per cent. of the fully diluted share capital of CEC. The Company will make further announcements in respect of the Proposed Investment in due course, as appropriate.
Details of the Subscription
The Company has received valid subscription applications in respect of 35,344,615 Subscription Shares pursuant to the Subscription, and expects to receive further valid subscription applications in respect of up to 3,116,923 Subscription Shares by 2.00 p.m. on 27 August 2019.
Application has been made for the Subscription Shares to be admitted to trading on AIM at 8.00 a.m. on 28 August 2019, and the Company will make a further announcement in respect of the Company's total voting rights following admission. The Subscription Shares will rank, on issue, pari passu in all respects with the existing issued ordinary shares and will be issued free from all liens, charges and encumbrances.
The Subscription is conditional on admission of the Subscription Shares becoming effective on or before 8.00 a.m. on 28 August 2019 (or such later date as may be notified by the Company but in any event not later than 8.00 a.m. on 9 September 2019). The Subscription is not subject to shareholder approval.
Related Party Transactions
Hargreave Hale Limited ("Hargreave Hale"), which holds approximately 27.4 per cent of the Company's existing issued ordinary share capital, and Gerry Walsh, Chairman, are deemed to be related parties of Westmount pursuant to rule 13 of the AIM Rules for Companies. Hargreave Hale and Mr Walsh have subscribed for 10,430,769 and 2,246,538 Subscription Shares respectively, which therefore constitute related party transactions.
The independent directors of the Company (namely David King, Thomas O'Gorman and Dermot Corcoran) consider, having consulted with Cenkos Securities plc, the Company's nominated adviser, that the terms of Hargreave Hale and Mr Walsh's subscriptions are fair and reasonable insofar as the Company's shareholders are concerned.
Assuming the total of 38,461,538 Subscription Shares are issued pursuant to the Subscription, Mr Walsh will hold 10,921,538 Ordinary Shares, representing approximately 10.6% of the Company's issued ordinary share capital.
For further information, please contact:
Westmount Energy Limited | www.westmountenergy.com | ||
David King, Director Jane Vlahopoulou | Tel: +44 (0)1534 823133 | ||
Cenkos Securities plc Nomad and Broker | Tel: +44 (0)20 7397 8900 | ||
Nicholas Wells / Harry Hargreaves (Corporate Finance) |
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Template for notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1 | Details of the person discharging managerial responsibilities / person closely associated | ||||
a) | Name | Gerard Walsh | |||
2 | Reason for the notification | ||||
a) | Position/status | Chairman | |||
b) | Initial notification /Amendment | Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
a) | Name | Westmount Energy Limited | |||
b) | LEI | 213800GJISWVBB5S3L84 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
a)
| Description of the financial instrument, type of instrument | Ordinary shares of no par value | |||
Identification code | ISIN: GB00B0S5KR31 | ||||
b) | Nature of the transaction | Subscription for ordinary shares | |||
c)
| Price(s) and volume(s) |
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| Price(s) | Volume(s) |
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| 13 pence | 2,246,538 |
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d)
| Aggregated information |
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- Aggregated volume | 2,246,538 | ||||
- Price | £292,049.94 | ||||
e) | Date of the transaction | 22 August 2019 | |||
f) | Place of the transaction | Outside of trading venue | |||