REG - Petro Matad Ltd - Results of Capital Raise

Petro MatadAnnouncement

03/02/2023 07:00

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RNS Number : 8076O  Petro Matad Limited  03 February 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
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 investment decision in respect of Petro Matad Limited or other
evaluation of any securities of Petro Matad Limited or any other entity and
should not be considered as a recommendation that any investor should
subscribe for or purchase any such securities.

This Announcement contains inside information for the purposes of the UK
version of the market abuse regulation (EU No. 596/2014) as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR").  In addition, market soundings (as defined in UK MAR) were
taken in respect of certain of the matters contained in this Announcement,
with the result that certain persons became aware of such inside information,
as permitted by UK MAR.  Upon the publication of this Announcement, this
inside information is now considered to be in the public domain and such
persons shall therefore cease to be in possession of inside information.

For immediate release

 

3 February 2023

Petro Matad Limited

("Petro Matad" or the "Company")

Results of Capital Raise

 

Petro Matad Limited ("Petro Matad" or the "Company") (AIM: MATD), the AIM
quoted Mongolian oil company, is pleased to announce that following the
accelerated bookbuild which was announced on 2 February 2023, the Company has
conditionally raised gross proceeds of US$6.0 million through the Capital
Raising (the "Placing") of, and subscriptions by a director and shareholder of
the Company (the "Subscription" or "Subscriptions") for, 195,121,952 new
Ordinary Shares ("Placing Shares" and "Subscription Shares") at a price of
2.5p (the "Placing Price") per share.

 

Shore Capital Stockbrokers ("Shore Capital") and Zeus Capital ("Zeus") acted
as Joint Bookrunners.

 

Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the launch announcement, unless the context provides
otherwise.

 

 

Highlights

 

·    The Company has conditionally raised, in aggregate, US$6.0 million at
a price of 2.5 pence per new Ordinary Share.

·    Petrovis Matad Inc. (a Substantial Shareholder as defined under the
AIM Rules) is participating in the Subscription for a total of 32,520,324
Subscription Shares with a total value of US$1.0 million.

·    Mike Buck, CEO of Petro Matad, is participating in the Subscription
for a total of 813,008 Subscription Shares with a total value of US$25,000.

·    Conditionally, in aggregate, a total of 195,121,952 New Shares will
therefore be issued, representing approximately 17.8 per cent. of the enlarged
share capital.

 

Retail Offer

As part of the Capital Raising, the Company announced on 2 February 2023 that
it was launching a separate retail offer of up to 20,000,000 new Ordinary
Shares at the Placing Price on the BookBuild Platform to raise up to a further
£500,000 (US$615,000) to provide existing retail shareholders in the United
Kingdom with an opportunity to participate in the Capital Raising. A separate
announcement will be made on the result of the Retail Offer, expected to be
released on 8 February 2023.

 

Admission

Application will be made for the admission of the Capital Raising Shares to
trading on the AIM market of London Stock Exchange plc ("Admission"). It is
‎expected that such Admission will take place at or around 8.00 a.m. (London
time) on 10 February 2023.

 

Related Party Transaction

 

As a substantial shareholder, Petrovis Matad Inc.'s participation in the
Subscription is deemed to be a related party transaction for the purposes of
AIM Rule 13. The independent director of Petro Matad (being for this purpose
Tim Bushell), having consulted with the Company's nominated adviser, Shore
Capital, considers that the terms of Petrovis Matad Inc.'s participation in
the Subscription are fair and reasonable insofar as Shareholders are
concerned.

 

As a director, Mike Buck's intended participation in the Subscription is
deemed to be a related party transaction for the purposes of AIM Rule 13. The
independent Director of Petro Matad (being for this purpose Tim Bushell),
having consulted with the Company's nominated adviser, Shore Capital,
considers that the terms of his participation in the Subscription are fair and
reasonable insofar as Shareholders are concerned.

 

 

Enquiries:

 Petro Matad Limited                                                       +44 162 462 7099

 Mick Buck, Chief Executive Officer

 Shore Capital Stockbrokers Limited (NOMAD, Broker, Joint Bookrunner)      +44 207 408 4050

 Toby Gibbs / John More / Rachel Goldstein
 Zeus Capital Limited (Joint Bookrunner)                                   +44 207 614 5900

 Simon Johnson / Louisa Waddell

 FTI Consulting (Financial PR)        +44 203 727 1000

 Ben Brewerton / Christopher Laing    petromatad@fticonsulting.com (mailto:petromatad@fticonsulting.com)

About Petro Matad

Petro Matad is the parent company of a group focussed on oil exploration, as
well as future development and production in Mongolia. At the current time,
Petro Matad holds 100% working interest and the operatorship of two Production
Sharing Contracts with the Government of Mongolia. Block XX has an area of 218
square kilometres in the far eastern part of the country and Block V has an
area of 7,937 square kilometres in the central western part of the country.

Petro Matad Limited is incorporated in the Isle of Man under company number
1483V. Its registered office is at Victory House, Prospect Hill, Douglas, Isle
of Man, IM1 1EQ.

Market Abuse Regulation

This Announcement is released by Petro Matad Limited and contains inside
information for the purposes of UK MAR and is disclosed in accordance with the
Company's obligations under UK MAR. The person who arranged for the release of
this Announcement on behalf of Petro Matad Limited was Mike Buck, Chief
Executive Officer.

Important Notices

Shore Capital is a member of the London Stock Exchange and is authorised and
regulated in the United Kingdom by the Financial Conduct Authority (the "FCA")
and Zeus is regulated in the United Kingdom by the FCA. Each of Shore Capital
and Zeus is acting exclusively for the Company and no one else in connection
with the Placing, and Shore Capital and Zeus will each not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.

Forward-looking statements

This Announcement contains statements about Petro Matad that are or may be
deemed to be "forward-looking statements".

All statements, other than statements of historical facts, included in this
Announcement may be forward-looking statements. Without limitation, any
statements preceded or followed by, or that include, the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "should",
"anticipates", "estimates", "projects", "would", "could", "continue" or words
or terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include, without limitation, statements
relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the operations of Petro
Matad.

These forward-looking statements are not guarantees of future performance.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of any such person, or industry results, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. These forward-looking
statements are based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which each will
operate in the future. Investors should not place undue reliance on such
forward-looking statements and, save as is required by law or regulation
(including to meet the requirements of the AIM Rules, UK MAR, the Prospectus
Rules and/or the FSMA), Petro Matad does not undertake any obligation to
update publicly or revise any forward-looking statements (including to reflect
any change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based). All
subsequent oral or written forward-looking statements attributed to Petro
Matad or any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. All forward-looking statements
contained in this Announcement are based on information available to the
Directors at the date of this Announcement, unless some other time is
specified in relation to them, and the posting or receipt of this Announcement
shall not give rise to any implication that there has been no change in the
facts set forth herein since such date.

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings or
losses per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings or losses
per share of the Company.

The New Shares will not be admitted to trading on any stock exchange other
than AIM.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "UK Target Market Assessment").

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment" and, together with the UK Target Market
Assessment, the "Target Market Assessments").

Notwithstanding the Target Market Assessments, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; Placing Shares offer no guaranteed income and no
capital protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessments are without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessments, the Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II or Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

The notification below, made in accordance with the requirements of the EU
Market Abuse Regulation, provides further details of above transactions.

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Mike Buck

 2    Reason for the notification

 a)   Position/status                                              CEO

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Petro Matad Limited

 b)   LEI                                                          213800FXLBLLEVK4R858

 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 in the Company

      Identification code

                                                                   IM00B292WR19
 b)   Nature of the transaction                                    Purchase of shares

 c)   Price(s) and volume(s)                                       Purchase of shares:

Price  Volume(s)

                                                                   2.5p   813,008

 

 d)   Aggregated information

      - Aggregated volume                                          N/A

      - Price

      - Total Value

 e)   Date of the transactions                                     2 February 2023

 f)   Place of the transaction                                     LSE, AIM Market (AIMX)

 

 

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

- Total Value

 

 

 

N/A

e)

 

Date of the transactions

 

 

2 February 2023

 

f)

 

Place of the transaction

 

 

LSE, AIM Market (AIMX)

 

 

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