REG - Bowleven plc - Results of Open Offer

BowlevenAnnouncement

03/04/2024 10:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240403:nRSC1575Ja&default-theme=true

RNS Number : 1575J  Bowleven plc  03 April 2024

 

 

 

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT MAY CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE UK'S MARKET ABUSE REGULATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.

 

3 April 2024

Bowleven plc

 

Results of Open Offer

 

On 14 March 2024, Bowleven plc ("Bowleven" or the "Company") announced details
of a conditional underwritten Open Offer to raise gross proceeds of
approximately £1.56 million (approximately $2 million). The Open Offer closed
for acceptances at 11.00 a.m. on 2 April 2024.

The Company received valid acceptances from Qualifying Shareholders under
their Open Offer Entitlements in respect of 1,027,554,875 Open Offer Shares,
representing approximately 65.76% of the Open Offer Shares, including Crown
Ocean Capital's subscription for 468,157,599 Open Offer Shares pursuant to its
Open Offer Entitlement. The remaining 534,945,125 Open Offer Shares not taken
up by Qualifying Shareholders will be subscribed for by Crown Ocean Capital
pursuant to, and subject to the terms and conditions of, the Underwriting
Agreement.

Accordingly, when taken with Crown Ocean Capital's existing shareholding in
Bowleven, Crown Ocean Capital's interest in the Company will increase to
1,099,987,924 New Ordinary Shares, representing 58.33% of the Company's
Enlarged Voting Share Capital. As a result of Crown Ocean Capital's interest
being above 50%, Crown Ocean Capital is able to increase its aggregate
interest in Ordinary Shares without incurring any obligation to make an offer
under Rule 9 of the Takeover Code.

Eli Chahin, Chief Executive Officer of the Company, subscribed for his full
entitlement of 5,516,208 Open Offer Shares. Following Admission (as defined
below), Eli Chahin's shareholding in the Company will increase to 6,657,787
New Ordinary Shares, representing 0.35% of the Company's Enlarged Voting Share
Capital. The notification below, made in accordance with the requirements of
the EU Market Abuse Regulation (2014/596/EU) as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and
as modified by or under the European Union (Withdrawal) Act 2018 or other
domestic law, provides further detail.

Admission and Total Voting Rights

As previously announced on 2 April 2024, at the General Meeting on the Company
held at 10:00 a.m. on 2 April 2024, the Resolutions (as set out in the Notice
of General Meeting contained in the Circular published by the Company on 14
March 2024) were all passed.

Application has been made for 1,897,772,933 new ordinary shares of 0.1 pence
each ("New Ordinary Shares") to be admitted to trading on AIM ("Admission"),
comprising the 335,272,933 Existing Ordinary Shares in issue and which will be
subdivided together with the 1,562,500,000 Open Offer Shares. It is expected
that Admission will become effective and dealing will commence in respect of
the New Ordinary Shares at 8.00am on 5 April 2024.

Following Admission, the Group's issued share capital will comprise
1,897,772,933 New Ordinary Shares, each with one voting right. Following
Admission, the Company will hold 11,913,609 New Ordinary Shares in treasury.
Accordingly, following Admission, the total number of voting rights in the
Group will be 1,885,859,324. 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 in their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Terms used but not defined in this announcement have the same meaning as set
out in the Circular published by Bowleven on 14 March 2024.

 

ENQUIRIES

For further information, please contact:

Bowleven plc

Eli Chahin, Chief Executive
                                                                            +
44 (0)203 327 0150

 

Shore Capital (Nominated Adviser, Financial Adviser & Broker)

Daniel
Bush
+ 44 (0)207 7408 4090

Rachel Goldstein

 

Camarco (Financial PR)

Owen
Roberts
                                       +
44 (0)203 757 4980

Hugo Liddy

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Mr Eli Chahin

 2    Reason for the notification

 a)   Position/status                                              Chief Executive Officer

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Bowleven plc

 b)   LEI                                                          213800UITVIP4EWSPE58

 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 0.1 pence each

      Identification code

                                                                   ISIN: GB00B04PYL99
 b)   Nature of the transaction                                    Subscription for Open Offer Shares

 c)   Price(s) and volume(s)                                       Price(s)   Volume(s)

                                                                 0.1 pence  5,516,208

 d)   Aggregated information

      - Aggregated volume                                          Aggregated volume: 5,516,208

      - Price                                                      Aggregated price: 0.1 pence

                                                                   Aggregated total: £5,516

 e)   Date of the transaction                                      5 April 2024

 f)   Place of the transaction                                     Off-market transaction

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

 

 

Aggregated volume: 5,516,208

 

Aggregated price: 0.1 pence

 

Aggregated total: £5,516

 

e)

 

Date of the transaction

 

5 April 2024

f)

 

Place of the transaction

 

Off-market transaction

 

 

IMPORTANT INFORMATION

This announcement is not intended to, and does not constitute, an offer to
sell or the solicitation of an offer to subscribe for or buy, or an invitation
to subscribe for or to purchase any securities, or an offer to acquire via
tender offer or otherwise any securities, or the solicitation of any vote, in
any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons into whose possession this announcement comes should inform themselves
about and observe any applicable restrictions or requirements.  No action has
been taken by the Company that would permit possession or distribution of this
announcement in any jurisdiction where action for that purpose is required.
Any failure to comply with such restrictions or requirements may constitute a
violation of the securities laws of any such jurisdiction.

The New Ordinary Shares have not been, nor will they be, registered under the
US Securities Act of 1933 (as amended) or under the securities laws of any
state of the United States or qualify for distribution under any of the
relevant securities laws of USA, Australia, Canada, Japan, the countries of
the EEA and the Republic of South Africa.  Shareholders outside the UK and
any person (including, without limitation, custodians, nominees and trustees)
who has a contractual or other legal obligation to forward this announcement
to a jurisdiction outside the UK should seek appropriate advice before taking
any action.

Shore Capital and Corporate Limited, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as nominated adviser, and
Shore Capital Stockbrokers Limited (together with Shore Capital and Corporate
Limited, "Shore Capital") is acting exclusively as broker, for the Company and
for no one else in relation to the matters described in this announcement and
is not advising any other person and accordingly will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of Shore Capital, or for providing advice in relation to the contents
of this announcement or any matter referred to in it.  The responsibilities
of Shore Capital as the Company's nominated adviser and broker under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are owed solely
to the London Stock Exchange and are not owed to the Company or to any
Director, Shareholder or any other person, in respect of his decision to
acquire shares in the capital of the Company in reliance on any part of this
announcement, or otherwise.

No liability is accepted by Shore Capital or by any of their respective
affiliates or agents or any of their respective directors, officers,
employees, members, agents, advisers, representatives or shareholders nor do
they make any representation or warranty, express or implied, in relation to
the contents of this announcement, including its accuracy or completeness or
for any other written or oral statement made or purported to be made by it, or
on its behalf, in connection with the Company and the matters described in
this announcement and accordingly Shore Capital disclaims all and any
responsibility or liability whether arising in tort, contract or otherwise
which it might otherwise have in respect of this announcement or any such
statement, to the maximum extent permitted by law and the regulations to which
it is subject.

This announcement is directed at, and distributed to, only: (a) persons in
member states of the European Economic area who are "qualified investors", as
defined in article 2 (e) of the Regulation (EU) 2017/1129 (together with its
delegated and implementing regulations) (the "EU Prospectus Regulation"), (b)
in the United Kingdom, persons who (i) have professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or are high net
worth companies, unincorporated associations or partnerships or trustees of
high value trusts as described in Article 49(2) of the Order and (ii) are
"qualified investors", as defined in Article 2 (e) of the Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation") ("UK
Qualified Investors"), and (c) persons to whom it may otherwise lawfully be
communicated (each, a "Relevant Person"). No person who is not a Relevant
Person should act on or rely on this announcement and any persons distributing
this announcement must satisfy themselves that it is lawful to do so. Any
investment or investment activity to which this announcement or the Open Offer
relates is available only to Relevant Persons and will be engaged in only with
Relevant Persons. As regards all persons other than Relevant Persons, the
details of the Open Offer set out in this announcement are for information
purposes only. This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by Shore Capital or any other
person authorised under FSMA. This announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply. No prospectus or admission document will
be made available in connection with the matters contained in this
announcement, only the Circular, and no such prospectus is required (in
accordance with the UK Prospectus Regulation) to be published.

The Open Offer (subject to certain limited exceptions) is only being extended
to Qualifying Shareholders, and as such (subject to certain limited
exceptions) is not being extended into the United States or any other Excluded
Territory. This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or invitation to
sell, allot or issue, or any offer or invitation to purchase or subscribe for,
or any solicitation to purchase or subscribe for, or an offer to acquire, any
securities of the Company in the United States, Australia, Canada, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa or in any other
jurisdiction where the extension or availability of the Open Offer would
result in a requirement to comply with any governmental or other consent or
any registration filing or other formality which the Company regards as unduly
onerous or otherwise breach any applicable law or regulation. This
announcement and any other document relating to the Open Offer may not be sent
into, distributed or otherwise disseminated (including by custodians, nominees
or trustees or others that may have a contractual or legal obligation to
forward such documents) in the United States by use of the mails or by any
means or instrumentality of interstate or foreign commerce (including, without
limitation, email, facsimile transmission, the internet or other form of
electronic transmission) or any facility of a national securities exchange of
the United States.

The Open 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
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or other jurisdiction of the United States. There will not
be any public offering of the Open Offer Shares in the United States.

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK 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 Product Governance Requirements) may otherwise have
with respect thereto the Open Offer Shares have been subject to a product
approval process, which has determined that they each are: (a) 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
Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (b) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance Requirements)
should note that: the price of the Open Offer Shares may decline and investors
could lose all or part of their investment; the Open Offer Shares offer no
guaranteed income and no capital protection; and an investment in the Open
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 Open Offer.

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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DSHFIFFASFIVIIS