REG - Borders & Southern - Result of Placing and Subscription, PDMR Dealing

Borders and Southern PetroleumAnnouncement

20/02/2025 08:00

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RNS Number : 8515X  Borders & Southern Petroleum plc  20 February 2025

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

20 February 2025

 

Borders & Southern Petroleum plc

 

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

 

Result of Placing and Subscription

PDMR Dealing

 

Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms in Appendix II of the Company's
 announcement issued at 7:00 a.m. on 20 February 2025, unless the context
requires otherwise.

The Company confirms, further to its announcement of 7:00 a.m. on 20 February
2025 that it has successfully closed the Placing and Subscription.

Result of Placing and Subscription

Subject to the satisfaction of the conditions referred to below, the Placing
and Subscription have raised, in aggregate, gross proceeds of £1,860,000
through the placing of 39,157,895 New Ordinary Shares (the "Placing Shares")
with various UK & European institutional investors, Directors and
management as well as existing and new sophisticated investors at a price of
4.75 pence per share. The Subscription has raised £140,000 through the issue
of 2,947,368 New Ordinary Shares.

The allotment and issue of the Placing Shares and Subscription Shares is
conditional, inter alia, upon:

·         Admission becoming effective by no later than 8.00 a.m. on or
around 20 March 2025 (or such other time and/or date, being no later than 8.00
a.m. on 31 March 2025, as the Joint Bookrunners and the Company may agree);

·           the conditions in the Placing Agreement in respect of
the Placing Shares being satisfied or (if applicable) waived; and

·           the Placing Agreement not having been terminated in
accordance with its terms prior to Admission.

Accordingly, if any of such conditions are not satisfied or, if applicable,
waived, the Placing and the Subscription will not proceed.

Use of Proceeds

The proceeds of the Fundraising will be used to fund the Company's Licence
fees, Discovery Area fees, technical and commercial studies, general &
administrative expenses and, more generally, to advance the Company's Darwin
project towards appraisal of the Darwin discovery.

Harry Baker, Chief Executive Officer of Borders & Southern, commented:

"In our last placing, we clearly stated that we were raising funds to meet our
working capital requirements for one year (thus fully funding the company to
the end of 2025). In our conversations with potential partners, it is clear to
us that strengthening the balance sheet and providing working capital until
the end of 2026 is the right thing to do. We remain encouraged by the industry
interest in our relaunched Farm Out process and this strengthening of our
balance sheet allows us to do the right deal and not just the first deal. We
look forward to providing further updates on our industry negotiations in
coming months.

"We would like to thank existing shareholders for their continued support and
are pleased to welcome new investors. In my view, the industry trend of barrel
hunting along the transform margin (seen in South Africa, Namibia, Guyana and
Uruguay) is increasing focus on projects such as ours. We are really excited
by Darwin & the prospects immediately adjacent to and underneath as well
as the size and scale of the remainder of the portfolio which we have shared
in our latest presentation. Current re-structuring of industry portfolios and
a growing realisation that large companies are looking for projects needed to
fulfil growth targets chimes with our world class projects and we are excited
by the road ahead."

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the
Placing Shares and Subscription Shares, a total of 42,105,263 new Ordinary
Shares to trading on AIM. It is expected that Admission will become effective
and dealings in the Placing Shares and Subscription Shares will commence on
AIM at 8.00 a.m. on or around 20 March 2025 (or such later date as may be
agreed between the Company and the Joint Bookrunners, but no later than 31
March 2025) ("Admission").

The Placing Shares and Subscription Shares will be issued fully paid and will
rank pari passu in all respects with the Company's existing Ordinary Shares.

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 873,419,719 with voting rights. This figure may be
used by shareholders 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's share capital pursuant to the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.

A further announcement will be made in due course detailing the number of
shares to be admitted under the Retail Offer.

Director Participation and Related Party Transactions

Certain directors of the Company participated in the Fundraising, details of
which are outlined below:

 Name          Position                 Number of New Ordinary Shares subscribed for  Shareholding following Admission  Percentage of enlarged share capital
 Harry Dobson  Non-Executive Chairman   2,947,368                                     112,319,368                       12.2%
 Harry Baker   Chief Executive Officer  421,053                                       3,754,386                         0.41%
 Will Hodson   Non-Executive Director   210,526                                       877,193                           0.10%

 

The participation of Harry Dobson, Harry Baker and Will Hodson in the
Fundraising are related party transactions for the purposes of AIM Rule 13 of
the AIM Rules for Companies due to them being Directors of the Company, and in
the case of Harry Dobson, also a substantial shareholder. The Directors of
the Company independent of Mr Dobson, Mr Baker and Mr Hodson being Peter
Fleming and Sean Guest, consider, having consulted with SP Angel Corporate
Finance LLP, the Company's Nominated Adviser, that the terms of the Director's
participation in the Fundraising are fair and reasonable in so far as the
Company's shareholders are concerned.

Alan Brimacombe, a substantial shareholder in the Company, is subscribing for
3,552,632 Placing Shares in the Fundraising. The participation of Mr
Brimacombe in the Fundraising is also a related party transaction for the
purpose of AIM Rule 13 of the AIM Rules for Companies. The Directors of the
Company independent of the Fundraise, being Peter Fleming and Sean Guest,
consider, having consulted with SP Angel Corporate Finance LLP, the Company's
Nominated Adviser, that the terms of Alan Brimacombe's participation in the
Fundraising is fair and reasonable in so far as the Company's shareholders are
concerned.

For further information, please contact:

Borders & Southern Petroleum plc

Harry Baker, Chief Executive Tel: 020 7071 6984

SP Angel Corporate Finance LLP (Nominated Adviser and Broker)

Stuart Gledhill / Richard Hail / Adam Cowl Tel: 020 3470 0470

Zeus (Joint Bookrunner)

Nick Searle / Simon Johnson / Antonio Bossi / Andrew de Andrade Tel: 0203 829
5000

Hannam & Partners (Joint Bookrunner)

 Neil Passmore / Leif Powis Tel: 0207 907 8500

Tavistock (Investor Relations)

Simon Hudson / Nick Elwes Tel: 020 7920 3150

Notes:

Borders & Southern Petroleum plc is an oil & gas company admitted to
trading on 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 and has drilled two exploration wells, making a significant gas
condensate discovery with its first well.

 

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         1)   Harry Dobson

                                                                   2)   Harry Baker

                                                                   3)   Will Hodson

 2    Reason for the notification
 a)   Position/status                                              1)   Non-Executive Chairman

                                                                   2)   CEO

                                                                   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                                                         Borders & Southern Petroleum plc
 b)   LEI                                                          2138003IZDI5FDRT6348
 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 1 pence each

      Identification code                                          ISIN: GB00B08F4599
 b)   Nature of the transaction                                    Participating in Fundraising
 c)   Price(s) and volume(s)                                       Price   No. of shares
                                                                   4.75p   2,947,368

                                                                   4.75p   421,052

                                                                   4.75p   210,526

 d)   Aggregated information

N/A - Single transaction
      - Aggregated volume

      - Price
 e)   Date of the transaction                                      20 February 2025
 f)   Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

- Aggregated volume

- Price

 

 N/A - Single transaction

e)

Date of the transaction

20 February 2025

f)

Place of the transaction

London Stock Exchange, AIM

 

 

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