REG - Barryroe Offshore - Proposed Placing and Open Offer

Barryroe Offshore EnergyAnnouncement

06/04/2023 07:00

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RNS Number : 5593V  Barryroe Offshore Energy PLC  06 April 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION WITHIN THE MEANING OF THE EU
MARKET ABUSE REGULATIONS 596/2014 AND THE MARKET ABUSE (AMENDMENT)(EU EXIT)
REGULATIONS 2019/310

 

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 BARRYROE OFFSHORE ENERGY PLC IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL

 

Proposed Placing and Open Offer

 

Dublin and London - 6 April 2023

 

The Board of Barryroe is pleased to announce its intention to raise up to
€20 million through a proposed placing and open offer. The Placing will be
for an amount of up to €12m (a sum that includes warrants) ("the Placing").
The Placing will only be available to qualifying professional investors who do
not participate in the previously announced Convertible Loan Note ('CLN') or
the proposed Open Offer. The Open Offer will be for an amount of up to €8
million (a sum that includes warrants) will be available to all qualifying
shareholders who hold their shares in dematerialized form who do not
participate in the CLN or the Placing ("the Open Offer").

 

The Placing Price for the Placing will be €0.015 per new ordinary share
("the Placing Share"). Each Placing Share will also entitle the holder to
subscribe for a warrant to purchase an additional 1.5 ordinary shares for
€0.015 per ordinary share for a period of 10 years from the date of
issuance. Further details on the Placing including the terms and conditions to
participate will be announced in due course.

 

The proposed Open Offer is for an amount up to €8 million (a sum that
includes warrants). Qualifying shareholders will be able to subscribe for Open
Offer Shares on the basis of 1 Open Offer Share for every 6 Existing Ordinary
Shares held on the Record Date, which is 5 April 2023, for €0.015 per new
Open Offer Share. Shareholders subscribing for their full entitlement under
the Open Offer may also request additional Open Offer Shares as an Excess
Entitlement, up to the total number of Open Offer Shares available to
Qualifying Shareholders under the Open Offer. Each Open Offer Share will also
entitle the holder to subscribe for a warrant to purchase an additional 1.5
ordinary shares for €0.015 per ordinary share for a period of 10 years from
the date of issuance. The terms and conditions of the Open Offer (including
eligibility to participate) will be detailed in the EGM circular to
shareholders.

 

The Placing and Open Offer is structured so as to provide an opportunity for
all qualifying shareholders who hold their shares in dematerialized form to
continue to fully participate in the Barryroe project. Funds raised in the
Placing and Open Offer will be employed to meet working capital requirements
and to maintain the momentum behind the Barryroe project over the next two
years. The indicative timetable for the Placing and Open Offer is set out
below.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Event                                                                                                                 Date
 Record Date and time for entitlements under the Open Offer                                                            Close of business on 5 April 2023
 Announcement of the Placing and Open Offer                                                                            6 April 2023

 Posting of the Circular and the Form of                                                                               28 April 2023
 Proxy
 Existing Ordinary Shares marked 'ex-entitlement' on Euronext Growth Dublin and                                        8.00 am 6 April 2023
 AIM
 Open Offer Entitlements enabled by Euroclear Bank                                                                     As soon as practicable after 8:00 am on 2 May 2023
 Euroclear Subscription Rights (representing Open Offer Entitlements) credited                                         As soon as practicable after 8:00 am on 2 May 2023
 to accounts of Admitted Institutions in Euroclear Bank (Euroclear Participants
 only)
 CDI Entitlements (representing Open Offer Entitlements) credited to stock                                             As soon as practicable after 8:00 am on 02 May 2023
 accounts in CREST (CDI Holders only)
 Latest time for receipt of Forms of Proxy for use at the Extraordinary General                                        By 11:00 am on 23 May 2023
 Meeting
 Latest time and date for settlement of relevant CREST                                                                 By 11:00 am on 18 May 2023
 instruction
 Latest time and date for receipt of applications and payment in full by                                               By 10:00 am on 23 May 2023
 Euroclear Bank from Admitted Institutions (Qualifying Euroclear Participants
 only)
 Latest time and date for receipt of applications and payment in full by                                               By 11:00 am on 23 May 2023
 Qualifying Shareholders
 Extraordinary General                                                                                                 11:00 am 25 May 2023
 Meeting

 Announcement of the results of the Extraordinary General                                                              25 May 2023
 Meeting
 Announcement of the results of the Placing, Open Offer and the issuance of the                                        25 May 2023
 Warrants
 Admission and commencement of dealings in the New Ordinary Shares                                                     26 May 2023
 Interests in those New Ordinary Shares and Warrants issued under the Placing                                          As soon as practicable after 8:00 am on 26 May 2023
 and Open Offer and to be held in the Euroclear System expected to be credited
 to accounts of Admitted Institutions in Euroclear Bank
 Interests in those New Ordinary Shares and Warrants issued under the Placing                                          As soon as practicable after 8:00 am on 26 May 2023
 and Open Offer and to be held in in CDI Form in CREST expected to be credited
 to CREST stock accounts

 

Notes:

(i)    Each of the times and dates shown above and elsewhere are indicative
and accordingly are subject to change. If any of the above times and/or dates
change, the revised time(s) and/or date(s) will be notified to Shareholders by
announcement through a Regulatory Information Service.

The ex-entitlement date and time for the open offer is 8:00 am on 6 April
2023. A purchaser of the ordinary shares after the ex-date is not entitled to
participate in the Open Offer. Unless the counterparties specifically agree
otherwise the buyer assumes the benefit when trading ahead of the ex-date and
the selling party would need to pass the benefit on to buyer if the seller is
still the recorded owner at Record Date. Likewise the seller retains the
benefit if execution takes place on Ex date or later.

 

EXTRAORDINARY GENERAL MEETING (EGM)

 

The proposed Placing and Open Offer and the issuance of shares and warrants
pursuant to the CLN, will require certain shareholder resolutions to be passed
by the Company's shareholders at an EGM of the Company. A circular convening
the EGM and providing further details on the proposals will be prepared and
sent to shareholders in due course. The circular will also include, if and as
required, details on the potential granting of waivers under Rule 9 of the
Irish Takeover Panel Act 1997, Takeover Rules 2022 (on such terms and subject
to such conditions as the Irish Takeover Panel may require) from the
requirement for any holder of such securities and rights to make a mandatory
offer for the Company on the issuance of any ordinary shares.

 

Alan Curran CEO, comments:

"Through the Placing and Open Offer we are pleased to allow qualifying
shareholders the opportunity to participate in the funding solution for
Barryroe on terms substantively similar to those in the CLN. The Funding
Agreement with Vevan, as amended to include additional participants, meets the
financial requirements for the well work programme.  Taken together, both
fundraisings will place the Company on a solid financial footing for the
foreseeable future. We now look forward to progressing the Barryroe project,
especially to the grant of the Lease Undertaking by the Minister, so that we
can expedite the necessary appraisal well preparations. Finally, on behalf of
the Board and myself I would especially like to thank all shareholders for
their ongoing support"

 

INVESTOR ENQUIRIES:

Barryroe Offshore Energy P.l.c.   Tel: +353 1 219 4074

Alan Curran , Chief Executive

Job Langbroek , Investor Relations

 J & E Davy     Tel: +353 1 679 6363

Anthony Farrell, Director

  MEDIA ENQUIRIES

AM O'Sullivan PR  Tel: +353 87 9881890 / tina@amosullivanpr.ie

Tina Quinn

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