Providence Resources - Result of Fundraising

Barryroe Offshore Energy

17/06/2022 16:31

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RNS Number : 3597P  Providence Resources PLC  17 June 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR
RELEASE PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW OR EXISTING
ORDINARY SHARES OF PROVIDENCE RESOURCES PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL

 

Providence Resources P.l.c.

Result of Fundraising

Dublin and London - 17 June 2022 - Providence Resources P.l.c. (PVR LN, PRP
ID), the Irish based energy company ("Providence" or the "Company"), announced
earlier today details of a Fundraising to raise approximately US$1.8 million
(before expenses) through the issue of Placing Securities and Subscription
Securities (each of which shall comprise one New Ordinary Share and one
STG1.5p Warrant) at a price of STG£0.015 each (the "Issue Price") to be
completed by way of an accelerated bookbuild process (the "Bookbuild") which
was managed by J&E Davy, the Company's broker ("Davy" or the
"Bookrunner").

The Company is pleased to confirm that the Bookbuild has been completed and
the Company has, conditionally, raised gross proceeds of $1.8 million
(equivalent to approximately STG£1.5 million) through the subscription for
45,312,316 Placing Securities and 51,686,693 Subscription Securities (each of
which shall comprise one New Ordinary Share and one STG1.5p Warrant (the
"Issue Price").

Accordingly, a total of 96,999,009 New Ordinary Shares will be issued pursuant
to the Fundraising, representing less than 10 per cent of the Company's issued
Ordinary Share Capital. The New Ordinary Shares will be issued and credited as
fully paid and will rank in full for all dividends and other distributions
declared, made or paid after the admission of those Ordinary Shares and will
otherwise rank on Admission pari passu in all respects with each other and
with the existing Ordinary Shares in the Company.

In addition 96,999,009 warrants ("the STG 1.5p Warrants") will be issued to
Placees and Subscribers. The allotment and issue of the Warrants is subject to
and conditional upon the passing of certain resolutions in relation to the
Warrants (the "Warrant Resolutions") at the AGM by the requisite number of
shareholders as required pursuant to the Companies Act (the "Warrant
Condition"). If the Warrant Condition is not satisfied, the Warrants will not
be issued to the Placees and Subscribers. The issue of the Placing Shares and
Subscription Shares is not conditional on the passing of the Warrant
Resolutions. It is intended that the AGM of the Company at which the Warrant
Resolutions will be put to shareholders will be held on 27 July 2022.

On issue, the Warrants will entitle holders to subscribe for one new Ordinary
Share for each Warrant held at an exercise price of STG£0.015 per Ordinary
Share at any time for a period of 12 months following the date of satisfaction
of the Warrant Condition. If the Warrants are not exercised by their
respective final exercise dates (being the date falling 12 months following
the date of satisfaction of the Warrant Condition) the Warrants shall lapse
and shall no longer be capable of being exercised. The Warrants will be
non-transferable and issued in registered form, with the register of Warrants
being kept by the registrar of the Company. Warrant certificates representing
the relevant number of Warrants to be issued to Placees and Subscribers, are
expected to be despatched by post within 14 Business Days of the date of
satisfaction of the Warrant Condition, at the sole risk of warrant holders.

 

The Issue Price represents a discount of 35 per cent. to the closing price of
STG£0.023 on 16 June 2022, being the latest practicable date on which the
Company's shares traded on AIM and Euronext Growth ahead of this announcement.

The Placing is conditional upon, amongst other things:

·      the Placing Agreement having become unconditional (save for
Admission) and not having been terminated in accordance with its terms prior
to Admission; and

 

·      Admission taking place by no later than 8.00 a.m. on 22 June 2022
(or such later date as the Bookrunner may agree in writing with the Company,
being not later than 8.00 a.m. on 30 June 2022).

 

If any of the conditions are not satisfied, the Placing Securities and the
Subscription Securities will not be issued and Admission of the New Ordinary
Shares will not take place. In addition, and as noted, the issue of the
Warrants is subject to the satisfaction of the Warrant Condition.

Related Party Transaction

Pageant Holdings Ltd ("Pageant") has conditionally agreed to subscribe for
13,676,860 Placing Securities at the Issue Price pursuant to the Placing. As a
substantial shareholder of the Company, Pageant is a related party for the
purposes of the AIM Rules and the Euronext Growth Rules. The directors of the
Company consider, having consulted with the Company's nominated adviser and
Euronext Growth adviser, Davy, that the terms of the subscription by Pageant
are fair and reasonable insofar as the Company's shareholders are concerned.

Kite Lake Capital ("Kitelake") has conditionally agreed to subscribe for
9,871,285 Placing Securities at the Issue Price pursuant to the Placing. As a
substantial shareholder of the Company, Pageant is a related party for the
purposes of the AIM Rules and the Euronext Growth Rules. The directors of the
Company consider, having consulted with the Company's nominated adviser and
Euronext Growth adviser, Davy, that the terms of the subscription by Pageant
are fair and reasonable insofar as the Company's shareholders are concerned.

Application will be made to the London Stock Exchange and Euronext Dublin for
the New Ordinary Shares to be admitted to trading on AIM and Euronext Growth.
It is expected that admission to trading on each exchange ("Admission") will
become effective and that dealings in the New Ordinary Shares will commence on
AIM and Euronext Growth at 8.00 a.m. on 22 June 2022.

The total issued share capital of the Company, as increased by the New
Ordinary Shares, immediately following Admission (and excluding any issues of
shares pursuant to the exercise of any employee share incentives between the
date of this Announcement and Admission) will be 1,071,863,412 Ordinary
Shares.

Further information

For further information please contact the following:

Providence Resources
P.l.c.
Tel: +353 1 219 4074

James Menton / Job Langbroek

J&E
Davy
Tel: +353 1 679 6363

Anthony Farrell / Orla Cowzer

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