REG - Afentra PLC - Results Of Equity Fundraising

AfentraAnnouncement

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RNS Number : 9927G  Afentra PLC  04 June 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.

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").

FOR IMMEDIATE RELEASE

 

4 June 2026

AFENTRA PLC

Results Of Equity Fundraising

Afentra plc ("Afentra" or the "Company") (AIM: AET), the upstream oil and gas
company focused on acquiring production and development assets in Africa, is
pleased to announce that it has successfully raised gross proceeds of US$40
million before expenses by way of an oversubscribed firm and conditional
placing (the "Placing"). The Placing was completed via the issue of 44,315,240
new ordinary shares in the Company ("Placing Shares") representing 19.6 per
cent of the Company's existing share capital at a price of 67 pence per share
(the "Issue Price"), comprising:

-       a firm placing of 22,615,600 Firm Placing Shares to raise
approximately US$20.4 million at the Issue Price, to be effected using the
authorities to issue and allot new shares granted to the Directors by
Shareholders at the Company's annual general meeting held on 4 June 2025 (the
"Firm Placing"); and

-       a conditional placing of 21,699,640 Conditional Placing Shares
to raise approximately US$19.6 million at the Issue Price, conditional upon
inter alia the passing of the Resolutions at a general meeting of the Company
(the "General Meeting").

The Issue Price represents a discount of approximately 5.2 per cent to the
closing mid-market price of 70.7 pence on 2 June 2026.

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares, including the
right to receive all dividends or other distributions made, paid or declared
in respect of such shares after the date of issue of the new Ordinary Shares.

Stifel Nicolaus Europe Limited ("Stifel") acted as Bookrunner (the
"Bookrunner") to the Company in connection with the Placing.

In conjunction with the Placing, the Company will also offer the opportunity
for the Company's wider retail shareholder base in the United Kingdom to
participate in the offering at the Issue Price (the "Retail Offer"). The
Retail Offer will be carried out via the Winterflood Retail Access Platform
and a separate announcement will be made regarding the Retail Offer and its
terms.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for Admission to trading
of the Placing Shares on AIM. It is expected that First Admission of the Firm
Placing Shares will become effective at 8.00 a.m. on 9 June 2026 (or such
later date as the Bookrunner and the Company may agree). Furthermore, it is
expected that Second Admission of the Conditional Placing Shares will become
effective, subject to shareholder approval of the Resolutions at the General
Meeting, at 8.00 a.m. on 26 June 2026 (or such later date as the Bookrunner
and the Company may agree). A further announcement will be made once the
Retail Offer has closed.

Following Admission of the Firm Placing Shares, and prior to the Second
Admission, the Company's issued and fully paid share capital will consist of
248,771,590 Ordinary Shares. The Company has no Ordinary Shares in treasury.
Therefore, the total number of voting rights in the Company will be
248,771,590 Ordinary Shares. This number may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms not otherwise defined in the text of this Announcement have
the meanings given in the Company's announcement dated 3 June 2026.

 

For further information contact:

Afentra plc
 
                      +44 (0)20 7405 4133

Paul McDade, CEO

Anastasia Deulina, CFO

Christine Wootliff, Investor Relations

 

Burson Buchanan (Financial PR)
 
+44 (0)20 7466 5000

Bobby Morse

Barry Archer

George Pope

 

Stifel (Bookrunner, Nominated Adviser and Joint Broker)
                         +44 (0) 20 7710 7600

Callum Stewart

Simon Mensley

Ashton Clanfield

 

Tennyson Securities (Joint Broker)
 
+44 (0)20 7186 9033

Peter Krens

 

Participation by Directors

Certain Directors have participated in the Placing for total gross proceeds of
£369,569, as set out below.

 Director        Existing holding of Ordinary Shares  New Ordinary Shares to be issued pursuant to the Placing  Resultant holding of Ordinary Shares immediately following First Admission  Resultant holding of Ordinary Shares following Second Admission
 Thierry Tanoh   0                                    276,970                                                   140,148                                                                     276,970
 Andrew Osborne  225,000                              200,000                                                   326,201                                                                     425,000
 Gavin Wilson    3,351,666                            74,626                                                    3,389,427                                                                   3,426,292

 

The FCA notifications, made in accordance with the requirements of MAR, are
appended below.

 

DEALING NOTIFICATION FORM

FOR USE BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND THEIR CLOSELY
ASSOCIATED PERSONS

  1.                 Details of the person discharging managerial responsibilities/person closely
                     associated
 a)                  Name:                                                         1.     Thierry Tanoh

                                                                                   2.     Andrew Osborne

                                                                                   3.     Gavin Wilson
 2.                  Reason for the notification
 a)                  Position/status:                                              1.     Chairman

                                                                                   2.     Non-Executive Director

                                                                                   3.     Non-Executive Director

 b)                  Initial notification/Amendment:                               Initial Notification

 3.                  Details of the issuer, emission allowance market participant, auction
                     platform, auctioneer or auction monitor
 a)                  Name                                                          Afentra plc

 b)                  LEI:                                                          21380028BFDFJK8BRX92
 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 £0.10 per share par value

                     Identification code:                                          GB00B4X3Q493
 b)                  Nature of the transaction:                                    Purchase of Ordinary Shares

 c)                  Price(s) and volume(s):                                       Price(s)  Volume(s)

                                                             1.Thierry Tanoh    67p       140,148
                                                                                   2. Andrew Osborne  67p       101,201

                                                             3. Gavin Wilson    67p       37,761

 

 d)                  Aggregated information:

                     · Aggregated volume:                                          N/a

                     · Price:                                                      N/a

 e)                  Date of the transaction:                                      4 June 2026

 f)                  Place of the transaction:                                     XLON

 

 

d)

Aggregated information:

· Aggregated volume:

· Price:

 

 

N/a

N/a

 

e)

Date of the transaction:

4 June 2026

 

f)

Place of the transaction:

XLON

 

Important information

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in the price of commodities or changes in interest rates and foreign
exchange rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards ("IFRS")
applicable to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the outcome of
pending and future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions and the
impact of competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may differ
materially from the plans, goals, and expectations set forth in the Company's
forward-looking statements. You should not place undue reliance on
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by the Financial Conduct Authority, the London Stock
Exchange or applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.

This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unauthorised or unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.

This Announcement (and the information contained herein) is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into the United States of America, its territories or possessions, any
state of the United States or the District of Columbia (collectively, the
United States). This Announcement is for informational purposes only and is
not an offer of securities for sale in the United States. The securities
referred to herein have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered or sold in the United States absent registration except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in accordance with any
applicable securities laws of any state or other jurisdiction of the United
States. There will be no public offering of the securities referred to herein
in the United States.

This Announcement does not contain an offer or constitute any part of an offer
to the public. This Announcement is not a "prospectus" within the meaning of
Regulation 21(1) of the Public Offers and Admissions to Trading Regulations
2024 ("POATR") and a copy of it has not been, and will not be, delivered to
any authority which could be a competent authority for the purpose of the
Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation").

This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are qualified investors within the meaning of
article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom,
persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order and (ii) are qualified
investors as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR and
(c) otherwise, to persons to whom it may otherwise be lawful to communicate it
(all such persons together being referenced to as "Relevant Persons"). Any
investment in connection with the Placing will only be available to, and will
only be engaged with, Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this Announcement or any of its contents.

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Stifel (apart from the responsibilities or liabilities that may be
imposed by the FSMA or other regulatory regime established thereunder) or by
any of its affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.

Stifel, which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for the Company as joint broker and sole bookrunner for the
purposes of the Placing and is not acting for any other persons in relation to
it and accordingly will not be responsible to anyone else in relation to the
matters described in this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on Stifel by the FSMA or the
regulatory regime established under it, Stifel does not accept any
responsibility whatsoever for the contents, completeness or accuracy of this
Announcement, and no representation or warranty, express or implied, is made
by Stifel with respect to the accuracy or completeness of this Announcement,
or any part of it.

The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or Stifel that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required to inform themselves about, and to observe, such
restrictions.

The Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The Placing Shares to which
this Announcement relates may be illiquid and/or subject to restrictions on
their resale. Prospective purchasers of the Placing Shares should conduct
their own due diligence, analysis and evaluation of the business and date
described in this Announcement, including the Placing Shares. The pricing and
value of securities can go down as well as up. Past performance is not a guide
to future performance. The contents of this Announcement are not to be
construed as financial, legal, business or tax advice. If you do not
understand the contents of this Announcement you should consult an authorised
financial adviser, legal adviser, business adviser or tax adviser for
financial, legal, business or tax advice.

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, dissemination, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the US Securities Act or the applicable
laws of other jurisdictions.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

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