REG - Chariot Limited - Result of Oversubscribed Placing and Subscription

ChariotAnnouncement

19/02/2026 18:00

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RNS Number : 7403T  Chariot Limited  19 February 2026

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, 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 4:31 P.M. ON 19 FEBRUARY 2026.

 

Chariot Limited

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

 

19 February 2026

Result of Oversubscribed Placing and Subscription

 

Chariot (AIM: CHAR), the Africa focused energy group, is pleased to announce
that further to the Company's announcement released at 4:31 p.m. on 19
February 2026 (the "Launch Announcement"), the accelerated bookbuild has
closed and the Company has conditionally raised net proceeds of US$20 million
(£14.8 million), comprising gross proceeds of US$21.4 million (£15.9
million) less expenses, through the successful Placing of, and Subscription
for, 1,132,275,133  New Ordinary Shares, in each case at the Issue Price of
1.4 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 approximately a further US$4
million (approximately £3 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 7 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 23 February 2026.

 

In addition, investors in the Fundraising will receive one warrant for every
New Ordinary Share issued pursuant to the Fundraising ("Warrants"). Each
Warrant shall entitle the relevant warrantholder to subscribe for one Ordinary
Share at an exercise price of 2.4 pence and will expire on 9 April 2029.

 

The gross proceeds include approximately US$2.7 million (£2.0 million)
conditionally raised from certain of the Company's Directors and senior
managers, as part of the Subscription.

 

Assuming the Open Offer is allocated in full, the New Ordinary Shares will
represent in aggregate approximately 46.2 per cent. of the Company's issued
share capital immediately following completion of the Fundraising. The Issue
Price of 1.4 pence per New Ordinary Share represents a discount of
approximately 13.8% to the closing mid-market price of 1.625 pence per
Ordinary Share on 18 February 2026, being the last trading day immediately
preceding the date of the Launch Announcement.

 

The net proceeds of the Fundraising will be used to:

 

 ·          Part finance the acquisition by Etu Energias S.A. ("Etu Energias") of a
            working interest in assets offshore Angola, supported by an acquisition
            financing package provided by Shell Western Supply and Trading Ltd ("Shell
            Trading");
 ·          Cover the costs involved with the Transaction; and

 ·          Provide additional corporate working capital

 

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

 

"We are delighted to have completed this fundraise enabling us to gain a
substantial economic exposure to an asset that will fundamentally change
Chariot's upstream business. In providing this financing, this deal will give
us a direct line to cash flows and future upside and we see this as just the
first step in a new chapter for the Company. We look forward to Etu Energias
completing this transaction and working with both them and Shell Trading going
forward. Thank you to all our new and existing shareholders for their support
in this raise and an Open Offer is now available to welcome retail
participation."

 

Related Party Transaction

 

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, 133,703,701 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 Transaction, the Fundraising and the grant of the Warrants are each
conditional, inter alia, upon the passing of the Resolutions by Shareholders
at the General Meeting, to be held at the offices of Haynes and Boone CDG,
LLP, Alder Castle, 10 Noble St, London EC2V 7JX on 11 March 2026 at 11.00 a.m.
GMT.

The Company expects to post a Circular to Shareholders on 23 February 2026,
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)              +44 (0) 20 7397 8900

 Derrick Lee (Corporate Finance)

 Hannam & Partners (Bookrunner)                         +44 (0) 20 7907 8500

 Neil Passmore, Leif Powis

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

 Mark Antelme, Charles Denley-Myerson, Kathleen Beams

 

Notes

 

About Chariot

 

Chariot is an Africa focused energy group with two core business streams:
Upstream Oil and Gas and Renewable Power.

 

Chariot's Upstream Oil and Gas pillar is focused on building out a full value
chain growth business within Africa. Alongside securing a footprint in Angola,
Chariot holds a diverse portfolio in Morocco and is pursuing a range of new
ventures with a focus on production opportunities as well as its ongoing
exploration interests in Namibia.

 

Chariot's Renewable Power business is focused on providing competitive,
sustainable and reliable energy through building, generating and trading
renewable power in South Africa as well as progressing the development of its
power-to-mining projects on the continent. Chariot is also continuing to
advance its green hydrogen asset, Project Nour in Mauritania.

 

The ordinary shares of Chariot Limited are admitted to trading on AIM under
the symbol 'CHAR'. https://chariotenergygroup.com
(https://protect.checkpoint.com/v2/r02/___https:/chariotenergygroup.com___.YXAxZTpldGFuYWVuZXJneTpjOm86YWE4ZmQzNDA3Y2I4ZDUwYmE0N2ZhNGMxYjI1ZGNlMjU6NzpjYTY2OjIwYWVjZDZiZWI3M2M4MzRlNDYzZjRlODQ5MmU2Mzc2ZTQxNzEzNTkwZjI4ZjQ0ZDdhZmJiNDE4NjI3YjM4NTE6cDpUOkY)

 

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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