REG - 88 Energy Limited - Result of Placing

88 EnergyAnnouncement

18/11/2020 07:30

RNS Number : 6981F
  
88 Energy Limited
  
18 November 2020
  
 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
 
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 ANY NEW ORDINARY SHARES OF 88 ENERGY LIMITED IN THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
 
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
 
88 Energy Limited
 
Result of Placing
 
88 Energy Limited ("88 Energy" or the "Company") (ASX, AIM: 88E) is pleased to announce that, further to the notification on 17 November 2020, the Company has successfully completed a bookbuild to domestic and international institutional and sophisticated investors to raise A$10 million before costs (the "Placing") through the issue of 1,666,666,667 ordinary shares of no par value (the "Placing Shares") at A$0.006 (equivalent to 0.33 pence) per Placing Share. 
 
The Placing was conducted through a bookbuilding process, managed by Cenkos Securities plc in the UK and Euroz Hartleys Ltd in Australia.
 
The Placing Shares, which will rank pari passu with the existing ordinary shares in the Company, have been conditionally placed subject to admission to trading on both the ASX and AIM ("Admission"). Application will be made for the Placing Shares to be admitted to trading on both the ASX and AIM, with Admission expected to occur on 27 November 2020.
 
The Placing does not require shareholder approval and the issue and allotment of the Placing Shares will rely on the Company's placement capacity pursuant to ASX Listing Rule 7.1 and 7.1A. However, the Company intends to seek ratification for their issue pursuant to Listing Rule 7.4 at the upcoming general meeting (the "Meeting") to be convened towards the end of December 2020.
 
Directors' Participation
 
As set out below, each of the Directors of the Company have conditionally agreed to subscribe for a total of 11,666,667 new ordinary shares (the "Subscription Shares"), raising gross proceeds of A$70,000 (the "Subscription") in addition to net proceeds of the Placing.
 
Their individual participation is as follows:




 


 


 


Resultant Holding




Name


Position


Number of Subscription Shares


Number of Ordinary Shares


% of Enlarged Issued Share Capital *




David Wall


Managing Director


8,333,333


120,038,015
 


1.13




Michael Evans


Non Executive Chairman


1,666,667


32,457,145


0.31




Stephen Staley


Non Executive Director


1,666,667


12,808,334


0.12




 


 


 


 


 




* Based on an issued share capital of 10,613,971,383 common shares of no par value ordinary shares, being the enlarged issued share capital following the Placing and the Subscription 




 
Completion of the Subscription and the issue of the Subscription Shares is conditional on the approval of Shareholders of the Company at the Meeting. Application will be made for the Subscription Shares to be admitted to trading on AIM and ASX following such approval and further announcements will be issued in due course. 
 
Following the issue of the Placing Shares (but not the Subscription Shares), the Company will have 10,602,304,716 ordinary shares in issue, all of which have voting rights. The figure of 10,602,304,716 ordinary shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change their interest in, the Company.
 
Commenting on the Placing, Dave Wall, Managing Director of 88 Energy, stated:
 
"Completion of this placement positions the Company strongly as preparations continue for the drilling of the Merlin-1 and Harrier-1 wells, which will test multiple conventional targets, in Q1 CY2021. Final documentation in relation to the Peregrine farm-out with the preferred bidder is progressing with execution of final documents expected in the next few weeks.
 
Planning and permitting remains on schedule for a late February 2021 spud of the first well at Project Peregrine.
 
We would like to thank our advisers and shareholders for their continued support as we enter into this critical phase."
 
For further information please contact:
 




88 Energy Ltd


admin@88energy.com




Dave Wall, Managing Director


Tel: +61 8 9485 0990




Finlay Thomson, Investor Relations


Tel: +44 7976 248 471




 


 




Euroz Hartleys Ltd


 




Dale Bryan


Tel: +61 8 9268 2829




 


 




Cenkos Securities Plc


 




Neil McDonald


Tel: +44 (0)131 220 9771 / +44 (0)207 397 1953




Derrick Lee


Tel: +44 (0)131 220 9100 / +44 (0)207 397 8900




 
About 88 Energy 
 
88 Energy is an oil and gas exploration company with assets on the North Slope of Alaska. It operates ~310,000 net acres at Project Icewine and ~195,000 net acres at Project Peregrine.  Additional information can be found on the Company website www.88energy.com.

 

 




1.


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


Michael John Evans




2.


Reason for the Notification




a)


Position/status


Director of the Company




b)


Initial notification/amendment


Initial notification




3.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


88 Energy Limited




b)


LEI


213800YFW5171TD69V35




4.(i)


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




Identification code


AU00000088E2




b)


Nature of the Transaction


Acquisition of Ordinary Shares through Rights Issue




c)


Price(s) and volume(s)


Number of Ordinary Shares


Price




1,666,667


A$0.006




 


 




d)


Aggregated information
Aggregated volume Price


N/A Single transaction




e)


Date of the transaction


17 November 2020




f)


Place of the transaction


London Stock Exchange, AIM (LON:88E)




 




1.


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


George Henry Stephen Staley




2.


Reason for the Notification




a)


Position/status


Director of the Company




b)


Initial notification/amendment


Initial notification




3.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


88 Energy Limited




b)


LEI


213800YFW5171TD69V35




4.(i)


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




Identification code


AU00000088E2




b)


Nature of the Transaction


Acquisition of Ordinary Shares through Rights Issue




c)


Price(s) and volume(s)


Number of Ordinary Shares


Price




1,666,667


A$0.006




 


 




d)


Aggregated information
Aggregated volume Price


N/A Single transaction




e)


Date of the transaction


17 November 2020




f)


Place of the transaction


London Stock Exchange, AIM (LON:88E)




 




1.


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


David James Wall




2.


Reason for the Notification




a)


Position/status


Director of the Company




b)


Initial notification/amendment


Initial notification




3.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


88 Energy Limited




b)


LEI


213800YFW5171TD69V35




4.(i)


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




Identification code


AU00000088E2




b)


Nature of the Transaction


Acquisition of Ordinary Shares through Rights Issue




c)


Price(s) and volume(s)


Number of Ordinary Shares


Price




8,333,333


A$0.006




 


 




d)


Aggregated information
Aggregated volume Price


N/A Single transaction




e)


Date of the transaction


17 November 2020




f)


Place of the transaction


London Stock Exchange, AIM (LON:88E)




 
 
 

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