REG - Borders & Southern - Retail Offer

Borders and Southern PetroleumAnnouncement

20/02/2025 07:15

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RNS Number : 7757X  Borders & Southern Petroleum plc  20 February 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
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.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
BORDERS & SOUTHERN PETROLEUM PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL
BE ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL
PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION
TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF BORDERS & SOUTHERN PETROLEUM PLC.

 

20 February 2025

 

Borders & Southern Petroleum plc

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

 

Retail Offer for up to £0.2m

 

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings ascribed to such terms in Appendix II of the Placing
Announcement (as defined below), unless the context requires otherwise.

Borders & Southern (AIM: BOR), the London based independent oil and gas
company with assets offshore of the Falkland Islands is pleased to announce a
retail offer to existing retail shareholders of the Company via the BookBuild
Platform to raise up to £0.2 million through the issue of new Ordinary Shares
in the capital of the Company. Under the Retail Offer, up to 4,210,526 new
Ordinary Shares will be made available at a price of 4.75 pence per Retail
Offer Share.

In addition to the Retail Offer, the Company is also conducting a placing and
subscription of New Ordinary Shares at the Placing Price. A separate
announcement has been made on 20 February 2025 at 7:00a.m. (the "Placing
Announcement") regarding the Placing and the Subscription and their terms
which also sets out the reasons for the Fundraising and the use of Fundraising
proceeds. The Retail Offer is not part of the Placing and the Subscription and
completion of the Placing and the Subscription is not conditional on the
completion of the Retail Offer.

The Placing Price represents a discount of approximately 3 per cent. to the
Closing Price of 4.9 pence per Ordinary Share on 19 February 2025, being the
latest practicable date prior to the publication of this announcement.

The Retail Offer is wholly conditional upon, inter alia, the Resolutions,
which are required to implement the Fundraising, being duly passed by
Shareholders at the General Meeting and Admission of the New Ordinary Shares
to trading on AIM. Subject to the passing of the Resolutions, application will
be made to the London Stock Exchange for admission of the New Ordinary Shares.
It is expected that admission of the New Ordinary Shares will become effective
and that dealings in the New Ordinary Shares will commence on or around 20
March 2025.

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.

Expected Timetable of Principal Events

 

 Announcement of the Retail Offer                             20 February 2025

 Closing of the Retail Offer                                  21 February 2024 at 4:30pm

 Announcement of the results of the Retail Offer              24 February 2025

 General Meeting                                              On or around 18 March 2025
 Admission and commencement of dealing in the Placing Shares  8.00 am on or around 20 March 2025

 

Each of the times and dates set out in the above timetable and mentioned in
this announcement are subject to change by the Company, in which event details
of the new times and dates will be notified by an announcement through a
Regulatory Information Service, as the case may be.

 

Dealing Codes

 Ticker                         BOR
 ISIN for the Ordinary Shares   GB00B08F4599
 SEDOL for the Ordinary Shares  B08F459

Retail Offer

The Company values its retail shareholder base. Given the support of retail
shareholders, the Company believes that it is appropriate to provide its
retail shareholders in the United Kingdom the opportunity to participate in
the Retail Offer. The Company is therefore making the Retail Offer available
in the United Kingdom through the financial intermediaries which will be
listed, subject to certain access restrictions, on the following
website: https://www.bookbuild.live/deals/Y75L6Q/authorised-intermediaries
(https://www.bookbuild.live/deals/Y75L6Q/authorised-intermediaries)

Zeus Capital Limited will be acting as retail offer coordinator in relation to
this Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the BookBuild
platform and agree to the final terms and the retail offer terms and
conditions, which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.

The Retail Offer will be open to eligible investors in the United
Kingdom immediately following this announcement. The Retail Offer is expected
to close at 4:30pm on 21 February 2025. Investors should note that financial
intermediaries may have earlier closing times. The Retail Offer may close
early if it is oversubscribed.

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact BookBuild at
email: support@bookbuild.live

The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Offer Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the United
Kingdom; and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating intermediary). For the avoidance of doubt, persons who
only hold CFDs, Spreadbets and/or similar derivative instruments in relation
to shares in the Company are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail
Offer that the aggregate total consideration payable for the Retail Offer
Shares will not exceed £199,999.98 (or the equivalent in Euros). The
exemption from the requirement to publish a prospectus, set out in section
86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will
apply to the Retail Offer.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

There is a minimum subscription of £100.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the intermediaries which will be listed, subject to certain access
restrictions, on the following
website: https://www.bookbuild.live/deals/Y75L6Q/authorised-intermediaries
(https://www.bookbuild.live/deals/Y75L6Q/authorised-intermediaries)

There is no maximum application amount to apply in the Retail Offer. The terms
and conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

Further information on the Company can be found on its website at:
www.bordersandsouthern.com

The Company's LEI is 2138003IZDI5FDRT6348.

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.

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

Important Notices

The Retail Offer is 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).

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, 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 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 or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The 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. 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 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.

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.

Each of Zeus Capital Limited ("Zeus") and H & P Advisory Limited
(together with the Zeus, the "Joint Bookrunners")  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 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 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 and currency 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. Each
of the Company and the Joint Bookrunners expressly disclaims 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 the Joint Bookrunners
and 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. The Joint Bookrunners and affiliates, accordingly disclaims all
and any liability whether arising in tort, contract or otherwise which it
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 Share
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 Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

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