REG - Chariot Limited - Result of Oversubscribed Placing and Subscription

ChariotAnnouncement

22/07/2024 07:00

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RNS Number : 1855X  Chariot Limited  22 July 2024

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 OR INTO THE UNITED STATES, CANADA, JAPAN, RUSSIA, 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 5:00 P.M. ON 19 JULY 2024.

 

Chariot Limited

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

 

22 July 2024

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
5:00 p.m. on 19 July 2024 (the "Launch Announcement"), the accelerated
bookbuild has closed and the Company has conditionally raised net proceeds of
US$6.4 million (£5 million), comprising gross proceeds of US$7 million (£5.4
million) less expenses, through the successful Placing of, and Subscription
for 83,353,179 New Ordinary Shares, in each case at the Issue Price of 6.5
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 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 46 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 is expected to be sent to Shareholders
on 24 July 2024.

 

The Placing Shares and Subscription Shares represent in aggregate 7.8 per
cent. of the Company's Existing Ordinary Shares. The Issue Price of 6.5 pence
per New Ordinary Share represents a discount of approximately 13.3% to the
closing mid-market price of 7.5 pence per Ordinary Share on 18 July 2024,
being the last trading day immediately preceding the date of the Launch
Announcement.

 

The net proceeds of the Fundraise will be used as follows in order to:

·    Strengthen the balance sheet to continue to progress and deliver
value from Chariot's portfolio of projects

·    Secure a material new venture opportunity with multi-billion barrel
potential

·    Progress onshore gas commercialisation plans in Morocco to build a
gas to industry supply

 

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

"We are very pleased to report the successful completion of our significantly
oversubscribed Placing and Subscription, subject to shareholder approval at
the General Meeting. The funds raised will enable us to progress with key
workstreams and a priority new venture as we concurrently move towards the
drilling of the Anchois-East well in mid-August with partners Energean and
ONHYM.

 

We would like to thank our new and existing shareholders for supporting this
raise and welcome the participation of our retail investors through the Open
Offer. We have material catalysts ahead for our business as we look to unlock
the value of our existing assets whilst building out our longer-term
portfolio. We look forward to providing further updates across all our
activities throughout the coming months."

 

Related Party Transaction

 

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, 8,719,932 New
Ordinary Shares at the Issue Price. Chris Zeal, who is not participating in
the Fundraising and is therefore considered to be an independent Director for
the purposes of the Fundraising, considers, having consulted with Cavendish
Capital Markets Limited, the Company's nominated adviser, that the terms of
the related party transaction are fair and reasonable insofar as the
Shareholders are concerned.

 

Posting of Circular and General Meeting

The Placing, the Subscription and the Open Offer are each conditional, inter
alia, upon the passing of the Resolutions by Shareholders at the General
Meeting, to be held at the offices of Memery Crystal at 165 Fleet Street,
London, EC4A 2DY on 13 August 2024 at 11.00 a.m.

The Company is expected to post a Circular to Shareholders on 24 July 2024,
containing a Notice of General Meeting, proxy form and full details of the
Open Offer including (where applicable) 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, CEO

 Julian Maurice-Williams, CFO

 Cavendish Capital Markets Limited (Nomad and Joint Bookrunner)   +44 (0)20 7397 8900

 Derrick Lee, Adam Rae (Corporate Finance)

 Leif Powis (ECM)

 Stifel Nicolaus Europe Limited (Joint Bookrunner)                +44 (0) 20 7710 7760

 Callum Stewart, Ashton Clanfield, Jason Grossman

 Celicourt Communications (Financial PR)                          +44 (0)20 7770 6424

 Mark Antelme, Jimmy Lea

NOTES FOR EDITORS:

 

About Chariot

Chariot is an Africa focused transitional energy group with three business
streams: Transitional Gas, Transitional Power and Green Hydrogen.

 

Chariot Transitional Gas is focused on high value, low risk gas development
projects in Morocco, a fast-growing emerging economy, with a clear route to
early monetisation, delivery of free cash flow and material exploration
upside.

 

Chariot Transitional Power is focused on providing competitive, sustainable
and reliable energy and water solutions across the continent through building,
generating and trading renewable power.

 

Chariot Green Hydrogen is partnering with TEH2 (80% owned by TotalEnergies,
20% by the EREN Group) and the Government of Mauritania on the potential
development of a 10GW green hydrogen project, Project Nour in Mauritania, and
is progressing pilot projects in Morocco.

 

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

 

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This Announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

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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