REG - Chariot Limited - Result of Oversubscribed Placing and Subscription

ChariotAnnouncement

03/12/2021 07:00

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RNS Number : 4492U  Chariot Limited  03 December 2021

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, ARE RESTRICTED AND NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC
OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE
THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

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 S3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN
THE COMPANY'S ANNOUNCEMENT RELEASED AT 4:30 P.M. ON 2 DECEMBER 2021.

 

Chariot Limited

("Chariot", the "Company" or the "Group")

 

3 December 2021

Result of Oversubscribed Placing and Subscription

 

Chariot (AIM: CHAR), the African focused transitional energy company, is
pleased to announce that further to the Company's announcement released at
4.30 p.m. on 2 December 2021 (the "Launch Announcement"), the Bookbuild has
closed and the Company has conditionally raised gross proceeds of US$9.5
million (£7.1 million) through the successful Placing of, and Subscription
for, 101,639,842 New Ordinary Shares, in each case at the Issue Price of 7
pence per Ordinary Share.

 

In addition to the Placing and Subscription, and as set out in the Launch
Announcement, the Company proposes to raise up to a further US$2.0 million
(£1.5 million) by the issue of New Ordinary Shares pursuant to an Open Offer
to Qualifying Shareholders at the Issue Price on the basis of 1 Open Offer
Share for every 30 Existing Ordinary Shares held on the Record Date.
Qualifying Shareholders subscribing for their full entitlement under the Open
Offer may also request additional Open Offer Shares through the Excess
Application Facility. Details of the Open Offer and the action to be taken by
Qualifying Shareholders to subscribe for Ordinary Shares under the Open Offer
will be set out in the Circular, which will be sent to Shareholders on 7
December 2021.

 

The gross proceeds includes US$1.5 million (£1.1 million) conditionally
raised from certain of the Company's Directors, as part of the Subscription.

 

The Placing Shares and Subscription Shares represent in aggregate 16.0 per
cent. of the Company's Existing Ordinary Shares. The Issue Price represents a
discount of approximately 0.43 per cent. to the mid-market closing price on
the London Stock Exchange of 7.03 pence per Ordinary Share on 1 December 2021.

 

The net proceeds of the Fundraise will be used to:

·    Re-enter the Anchois-1 discovery well as an additional
value-accretive work opportunity capitalising on a low-cost rig rate secured
for the Anchois-2 appraisal campaign, due to spud in December 2021, offshore
Morocco;

·    Finalise negotiations of gas sales agreements and financing to unlock
FID on Anchois;

·    Progress new ventures on debt fundable, material producing gas assets
focused on Africa;

·    Fund a feasibility work programme on large-scale green hydrogen
project in Mauritania;

·    Progress the rapidly developing Transitional Power project pipeline
under recently expanded partnership with Total Eren.

 

Commenting on the Fundraising, Adonis Pouroulis, Acting CEO of Chariot, said:

"In addition to the ongoing support of our existing shareholders, I am also
pleased to welcome a number of new institutions onto the register. I can
confirm that myself and my fellow directors subscribed for a material amount
of the raise, all of which resulted in the fundraise being significantly
oversubscribed. We recognise our strong retail investor base, and we encourage
them to support the business with its growth ambitions via the Open Offer. In
closing, we look forward to providing further updates as we head into a busy
operational period for the Company."

Related Party Transactions

George Canjar, Adonis Pouroulis, Julian Maurice-Williams, Duncan Wallace, and
Andrew Hockey (together, the "Subscriber Directors"), as directors of the
Company, are considered to be "related parties" as defined under the AIM Rules
and accordingly their participation in the Subscription constitutes a related
party transaction for the purposes of Rule 13 of the AIM Rules. The Subscriber
Directors have conditionally subscribed for, in aggregate, 15,991,454 New
Ordinary Shares at the Issue Price. Robert Sinclair and Chris Zeal, who are
not participating in the Fundraising and are therefore considered to be
independent Directors for the purposes of the Fundraising, consider, having
consulted with finnCap Ltd, the Company's nominated adviser, that the terms of
the related party transaction are fair and reasonable insofar as the
Shareholders are concerned.

 

In addition, the amendment of the terms of the Underwriting Agreement entered
into by Chariot and Magna Capital LDA, a company of which Adonis Pouroulis,
Acting CEO of Chariot, is a substantial shareholder, is also considered to be
a Related Party Transaction. As such, the Directors of the Company (excluding
Adonis Pouroulis) consider, having consulted with finnCap Ltd, the Company's
Nominated Adviser, that the terms of the amendment to the Underwriting
Agreement are fair and reasonable insofar as the Shareholders are concerned.

 

Admission

It is expected that First Admission will become effective and that dealings
will commence in the Placing Shares and the Subscription Shares on 15 December
2021 and that Second Admission will become effective and that dealings will
commence in the Open Offer Shares on 23 December 2021.

 

 

 

Posting of Circular

The Company will post a Circular to Qualifying Shareholders on 7 December
2021, containing full details of the Open Offer including, for Qualifying
Shareholders, the Open Offer application form. The Circular will also be
available on the Company's website.

Enquiries:

 Chariot Limited                                            +44 (0)20 7318 0450

 Adonis Pouroulis, Acting CEO

 Julian Maurice-Williams, CFO

 finnCap (Nominated Adviser)                                +44 (0)20 7220 0500

 Christopher Raggett, Simon Hicks, Edward Whiley

 Cenkos Securities Plc (Bookrunner)                         +44 (0)20 7397 8900

 Derrick Lee, Neil McDonald, Adam Rae (Corporate Finance)

 Leif Powis (ECM)

 Celicourt Communications (Financial PR)                    +44 (0)20 8434 2754

 Mark Antelme, Jimmy Lea

NOTES FOR EDITORS:

 

About Chariot

 

Chariot is an African focused transitional energy group with two business
streams, Transitional Gas and Power.

 

Chariot Transitional Gas is a high value, low risk gas development project
with strong ESG credentials in a fast-growing emerging economy with a clear
route to early monetisation, delivery of free cashflow and material
exploration upside. Chariot Transitional Power, looking to transform the
energy market for mining operations in Africa, providing a giant largely
untapped market with cleaner, sustainable, and more reliable power.

 

The ordinary shares of Chariot Limited are admitted to trading on the AIM
under the symbol 'CHAR'.

Forward-Looking Statements

This announcement contains forward-looking statements. These statements relate
to the Chariot Group's future prospects, developments and business strategies.
Forward-looking statements are identified by their use of terms and phrases
such as "potential", "estimate", "expect", "may", "will" or the negative of
such terms and phrases, variations or comparable expressions, including
references to assumptions. The forward-looking statements in this announcement
are based on current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied by those statements. These forward-looking statements speak only as at
the date of this announcement. No statement in this announcement is intended
to constitute a profit forecast or profit estimate for any period. Neither the
Directors nor the Company undertake any obligation to update forward-looking
statements other than as required by the AIM Rules or by the rules of any
other securities regulatory authority, whether as a result of new information,
future events or otherwise.

 

Market Abuse Regulation

 

Market soundings, as defined in MAR, were taken in respect of the Placing,
with the result that certain persons became aware of inside information, as
permitted by MAR. That inside information is set out in this announcement and
has been disclosed as soon as possible in accordance with paragraph 7 of
article 17 of MAR. Therefore, those persons that received inside information
in a market sounding are no longer in possession of inside information
relating to the Company and its securities.

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