REG - Baron Oil PLC - Result of WRAP Retail Offer & Result of Fundraise

Baron OilAnnouncement

16/02/2024 07:00

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RNS Number : 3598D  Baron Oil PLC  16 February 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF THE LAWS OF
ENGLAND AND WALES PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.

 

16 February 2024

 

Baron Oil Plc

 

("Baron Oil", "Baron" or the "Company")

 

Result of WRAP Retail Offer

Result of Fundraise

and

Total Voting Rights

 

Baron Oil (AIM: BOIL), the AIM-quoted oil and gas exploration and appraisal
company, is pleased to confirm, further to the announcements made on 15
February 2024, the result of its Fundraise at the Issue Price of 0.05 pence
per share. The Company announces that it has raised aggregate gross proceeds
of approximately £0.26 million pursuant to the WRAP Retail Offer, alongside
the previously announced Placing and Subscription. Accordingly, the Company
will issue a total of 528,023,360 new Ordinary Shares at the Issue Price
pursuant to the WRAP Retail Offer.

 

In total, the Placing and Subscription and the WRAP Retail Offer have raised
gross proceeds of approximately £3.26 million for the Company, via the
Placing and Subscription of 6,000,000,000 Placing and Subscription Shares and
the 528,023,360 WRAP Retail Offer Shares.

 

Admission and Total Voting Rights

Application will be made for the Placing and Subscription Shares and the WRAP
Retail Offer Shares to be admitted to trading on AIM ("Admission") and the
date on which Admission is expected to become effective is on or around 29
February 2024.

 

Upon Admission, the Company's issued ordinary share capital will consist of
25,510,783,788 Ordinary Shares with one voting right each. The Company does
not hold any Ordinary Shares in treasury. Therefore, from Admission the total
number of Ordinary Shares and voting rights in the Company will be
25,510,783,788. With effect from Admission, this figure may be used by
Shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.

 

The new Ordinary Shares to be issued pursuant to the WRAP Retail Offer will be
issued free of all liens, charges and encumbrances and will, on Admission,
rank pari passu in all respects with the new Ordinary Shares to be issued
pursuant to the Placing, the Subscription and the Company's existing Ordinary
Shares.

 

Terms used but not defined in this announcement have the same meaning as set
out in the Company's announcement released at 5 p.m. on 15 February 2024.

For further information, please contact:

 Baron Oil Plc                                                   +44 (0) 20 7117 2849
 Andy Yeo, Chief Executive

 Allenby Capital Limited                                         +44 (0) 20 3328 5656
 Nominated Adviser and Joint Broker
 Alex Brearley, Nick Harriss, George Payne (Corporate Finance)
 Kelly Gardiner, Stefano Aquilino (Sales and Corporate Broking)

 Cavendish Capital Markets Limited                               +44 (0) 131 220 6939 / +44 (0) 207 397 8900
 Joint Broker
 Neil McDonald, Pearl Kellie (Corporate Finance)
 Leif Powis (Sales)

 IFC Advisory Limited                                            +44 (0) 20 3934 6630
 Financial PR and IR                                             baronoil@investor-focus.co.uk
 Tim Metcalfe, Florence Chandler

 Winterflood Retail Access Platform                              WRAP@winterflood.com
 Andrew Stancliffe                                               +44(0) 20 3100 0000
 Phoebe Pankhurst

 

 

Further information on the Company can be found on its website at
www.baronoilplc.com (http://www.baronoilplc.com) .

 

The Company's LEI is 213800MBSOS9UZ5SW712.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The content of this announcement, which has been prepared by and is the sole
responsibility of the Company.

 

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 or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The WRAP Retail Offer Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities Act") or under
the applicable state securities laws of the United States and may not be
offered or sold directly or indirectly in or into the United States. No public
offering of the WRAP Retail Offer Shares is being made in the United States.
The WRAP Retail Offer Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act ("Regulation S") to non-US persons
(within the meaning of Regulation S). In addition, the Company has not been,
and will not be, registered under the US Investment Company Act of 1940, as
amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such jurisdiction.

 

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 US
Securities Act, 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.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at The Atrium Building, Cannon Bridge, 25
Dowgate, London, EC4R 2GA; FRN 141455). Winterflood Securities Ltd
("Winterflood") is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the WRAP Retail Offer and
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the WRAP Retail Offer, Admission and the other arrangements referred to
in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. 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 target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

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.
The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

 

It is further noted that the WRAP Retail Offer was only open to investors in
the United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as nominated adviser and joint broker to the Company in
connection with the Placing and Subscription. Allenby Capital will not be
responsible to any person other than the Company for providing the protections
afforded to clients of Allenby Capital or for providing advice to any other
person in connection with the Fundraise. Allenby Capital has not authorised
the contents of, or any part of, this announcement, and no liability
whatsoever is accepted by Allenby Capital for the accuracy of any information
or opinions contained in this announcement or for the omission of any material
information.

Cavendish, which is authorised and regulated by the FCA in the United Kingdom,
is acting as joint broker to the Company in connection with the Placing and
Subscription. Cavendish will not be responsible to any person other than the
Company for providing the protections afforded to clients of Cavendish or for
providing advice to any other person in connection with the Fundraise.
Cavendish has not authorised the contents of, or any part of, this
announcement, and no liability whatsoever is accepted by Cavendish for the
accuracy of any information or opinions contained in this announcement or for
the omission of any material information.

 

 

 

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