REG - Borders & Southern - Proposed Subscription and Open Offer

Borders and Southern PetroleumAnnouncement

04/03/2022 07:00

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RNS Number : 6118D  Borders & Southern Petroleum plc  04 March 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
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CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN
THE UK PURSUANT TO SECTION 3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 4 March 2022

 
Borders & Southern Petroleum plc

("Borders & Southern" or the "Company")

 

 

Proposed Subscription and Open Offer to raise up to approximately US$1.8
million (£1.35 million)

 

Borders & Southern (AIM: BOR), a London-based independent oil and gas
exploration company, is pleased to announce its intention to undertake a
fundraising:

 

-    of approximately US$600,000 (approximately £450,000) before
expenses by way of direct subscription (the "Subscription") for 34,702,000 new
ordinary shares (the "Subscription Shares"); and

 

-     of up to approximately US$1.2 million (approximately £900,000)
before expenses by way of an open offer (the "Open Offer") of up to 69,156,926
new ordinary shares (the "Open Offer Shares")

 

at an issue price of 1.3 pence per new ordinary share (the "Issue Price")
(the Subscription and Open Offer together the "Fundraising"; the Subscription
Shares and the Open Offer Shares together the "New Ordinary Shares").

 

The Chairman, Harry Dobson, is the sole participant in the Subscription and
has agreed to invest approximately US$600,000 (approximately £450,000) in new
Ordinary Shares by subscribing for all of the Subscription Shares through the
Subscription 1  (#_ftn1) . The Chairman is a "related party" under the AIM
Rules for Companies and, accordingly, his participation in the Subscription
constitutes a related party transaction for the purposes of Rule 13 of the AIM
Rules. The other Directors, being Howard Obee, Peter Fleming and William
Hodson are not participating in the Fundraising and are therefore deemed to be
independent Directors for the purposes of the Fundraising. Such other
Directors, having consulted with Strand Hanson Limited, the Company's
nominated adviser, are of a view that the terms of the Subscription are fair
and reasonable in so far as the Company's shareholders (the "Shareholders")
are concerned.

As part of the Fundraising, the Company proposes to raise further funds of up
to US$1.2 million (approximately £900,000) by the issue of up to 69,156,926
new Ordinary Shares pursuant to an Open Offer to qualifying Shareholders at
the Issue Price, thereby implying an allocation of 1 new Ordinary Share for
every 7 Ordinary Shares held.

 

The New Ordinary Shares issued pursuant to the Fundraising will be issued as
fully paid and will rank pari passu in all respects with each other and with
the Company's existing ordinary shares (the "Ordinary Shares") from their
admission to trading on AIM, assuming the Fundraising is approved by
Shareholders.

 

In the event that the exchange rate of British Pounds Sterling to United
States Dollars fluctuates significantly before the date of a Circular relating
to the Fundraising (the "Circular"), the number of New Ordinary Shares to be
issued may change(( 2  (#_ftn2) )).

 

The Fundraising is subject to approval by Shareholders at the General Meeting,
the details of which will be announced and the associated circular posted to
shareholders shortly. The Subscription is conditional, inter alia, on
admission of the Subscription Shares to trading on AIM becoming effective, the
agreement governing the Open Offer not being terminated in accordance with its
terms and the passing of the Resolutions by Shareholders at the General
Meeting.  The Open Offer is conditional on admission of the shares to be
issued pursuant to the Open Offer to trading on AIM becoming effective, the
Subscription having become unconditional and the passing of the Resolutions by
Shareholders at the General Meeting.

 

 The net proceeds of the Fundraising will be used to enable the Company to
continue to explore the best options to appraise and develop its Darwin
gas/condensate discovery, as well as for general working capital purposes.

 

Assuming the Open Offer is fully subscribed for, the New Ordinary Shares
issued (pursuant to the Subscription and the Open Offer) will represent up to
approximately 21 per cent. of the Company's currently issued share capital.
The Issue Price of 1.3 pence per New Ordinary Share represents a discount of
approximately 25 per cent. to the closing mid-market price of 1.73 pence per
Ordinary Share on 3 March 2022.

 

 

For further information please visit www.bordersandsouthern.com
(http://www.bordersandsouthern.com/) or contact:

 

 Borders & Southern Petroleum plc

 Howard Obee, Chief Executive

 Tel: 020 7661 9348

 Strand Hanson Limited (Nominated & Financial Adviser and Joint Broker)

 Ritchie Balmer / James Bellman

 Tel: 020 7409 3494

 Auctus Advisors LLP (Joint Broker)

 Jonathan Wright

 Tel: 07711 627449

 Tavistock (Financial PR)

 Simon Hudson / Nick Elwes

 Tel: 020 7920 3150

 

Notes to Editors:

 

Borders & Southern Petroleum plc is an oil & gas exploration company
listed on AIM, a market operated by the London Stock Exchange (AIM: BOR). The
Company operates and has a 100% interest in three Production Licences in the
South Falkland Basin covering an area of nearly 10,000 square kilometres. The
Company has acquired 2,517 square kilometres of 3D seismic data and has
drilled two exploration wells, making a significant gas condensate discovery
with its first well.

 

 

 

 

 

 1  (#_ftnref1) These shares will be held in the same manner as the existing
Company shares in which the Chairman is interested.

 2  (#_ftnref2) Sterling figures in this announcement are based on the daily
spot rate of 2 March 2022 of £1.00:US$1.33 published by the Bank of England.

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