REG - Deltic Energy PLC - Results of Placing and Subscription
13/09/2022 07:00
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RNS Number : 1893Z Deltic Energy PLC 13 September 2022
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REPUBLIC OF SOUTH AFRICA.
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (596/2014/EU) as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). This inside
information is set out in this announcement. Upon the publication of this
announcement, such information will no longer constitute inside information.
13 September 2022
Deltic Energy Plc / Index: AIM / Epic: DELT / Sector: Natural Resources
Deltic Energy Plc ("Deltic" or the "Company")
Results of Placing and Subscription,
Open Offer Launch and Notice of General Meeting
Deltic Energy Plc, the AIM-quoted natural resources investing company with a
high impact exploration and appraisal portfolio focused on the Southern and
Central North Sea, is pleased to announce the successful completion of the
Placing and Subscription announced on 12 September 2022 (the "Launch
Announcement"), conditional inter alia on shareholder approval. The Placing
and Subscription raised gross proceeds of £15 million and was significantly
oversubscribed.
Further, the Company today confirms the details of the Open Offer to raise
gross proceeds of up to approximately £2 million and provides a Notice of
General Meeting to shareholders.
Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the Launch Announcement.
Results of Placing and Subscription
A total of 426,285,717 new Ordinary Shares have been conditionally placed with
new and existing institutional investors pursuant to the Placing by Stifel
Nicolaus Europe Limited and Canaccord Genuity Limited (together the "Joint
Bookrunners"), at a price of 3.5 pence per new Ordinary Share (the "Placing
Price"). In addition, certain Directors and senior management of the Company
have subscribed for a total of 2,285,712 new Ordinary Shares (the
"Subscription Shares"), at the Placing Price pursuant to the Subscription.
A total of 428,571,429 new Ordinary Shares will therefore be issued pursuant
to the Placing and Subscription, raising gross proceeds of £15 million. The
new Ordinary Shares to be issued pursuant to the Placing and Subscription and
Open Offer represent approximately 25.7 per cent. of the Company's enlarged
ordinary share capital after completion (assuming full take-up under the Open
Offer).
The Placing Price represents a 10.9 per cent. discount to the mid-market
closing price on 12 September 2022.
The new Ordinary Shares to be issued pursuant to the Placing and Subscription
will, when issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares of the Company, including the right
to receive all dividends or other distributions made, paid or declared in
respect of such shares after the date of issue of the new Ordinary Shares.
Open Offer
Further to the Launch Announcement and given the successful closing of the
Bookbuild, the Company confirms its intention to raise up to approximately £2
million by the issue of up to 58,581,868 Open Offer Shares at the Placing
Price, payable in full on acceptance.
Any entitlements to Open Offer Shares not subscribed for by Qualifying
Shareholders will be available to Qualifying Shareholders under the Excess
Application Facility. The balance of any Open Offer Shares not subscribed for
under the Excess Application Facility will not be available to the Placees
under the Placing.
Qualifying Shareholders should note that the Open Offer is not a rights issue
and therefore the Open Offer Shares, which Qualifying Shareholders do not
apply for will not be sold in the market for the benefit of Qualifying
Shareholders who do not apply for Open Offer Shares. The Open Offer
application form is not a document of title and cannot be traded or otherwise
transferred.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer
at the Issue Price pro rata to their holdings of Ordinary Shares on the Record
Date on the basis of:
1 Open Offer Share for every 24 Existing Ordinary Shares held
Subject to availability, the Excess Application Facility enables Qualifying
Shareholders to apply for Excess Shares up to the maximum number of Open Offer
Shares available less their Open Offer Entitlement.
Applicants can apply for less or more than their entitlements under the Open
Offer, but the Company cannot guarantee that any application for Excess Shares
under the Excess Application Facility will be satisfied, as this will depend,
in part, on the extent to which other Qualifying Shareholders apply for less
than or more than their own Open Offer Entitlements. The Open Offer is
conditional on admission of the Open Offer Shares to trading on AIM becoming
effective and the Placing and Subscription having become unconditional.
Posting of Circular and Notice of General Meeting
The Fundraising is subject to Shareholder approval. A Circular, outlining the
terms of the Fundraising and containing a notice of General Meeting to be held
on 30 September 2022, is expected to be dispatched to Shareholders tomorrow
together, where relevant, with an Application Form for the Open Offer and a
form of proxy for the General Meeting. The Circular will be available on the
Company's website at https://www.delticenergy.com
(https://www.delticenergy.com/g) .
Completion of the Fundraising is conditional, inter alia, upon the passing of
certain resolutions by the Company's shareholders at a General Meeting to be
held at 11 a.m. on 30 September 2022, notice of which will be set out in the
Circular. The Circular also contains, inter alia, the full terms and
conditions of the Open Offer, a letter from Mark Lappin, the Chairperson of
Deltic, explaining the Open Offer and providing the Directors' recommendation
in respect of the Open Offer, and an expected timetable of principal events.
The timetable is also set out further below.
Graham Swindells, Chief Executive of Deltic Energy, commented:
"We are delighted by the positive response to our fundraising from both new
and existing investors. We are very grateful for their support in what has
been an oversubscribed transaction and we are happy to offer our wider
existing shareholders the opportunity to participate in the open offer. It has
been a strong endorsement of Deltic's equity story and we are looking forward
to our assets moving into the operational phase with the Pensacola well in the
coming weeks and following that with our work on the Selene prospect, which is
anticipated to spud within the next 12-18 months. This is an exciting time for
the Company and I look forward to updating our shareholders, long-standing and
new, on our progress."
Participation by Directors and Existing Major Shareholders and Related Party
Transaction
IPGL Limited ("IPGL") will acquire 57,142,857 new Ordinary Shares at the
Placing Price for gross proceeds of £2.0 million, and Michael Spencer,
Chairman of IPGL, and his wife will separately acquire 57,107,142 new Ordinary
Shares at the Placing Price for gross proceeds of approximately £2.0 million.
Inthallo Limited ("Inthallo") has subscribed for 42,857,142 new Ordinary
Shares at the Placing Price for gross proceeds of £1.5 million.
Both IPGL, including the individuals associated with IPGL, and Inthallo by
virtue of their respective holdings being more than 10 per cent. of the
existing issued ordinary share capital of the Company, are classified as
related parties of the Company and their participation in the Placing is
considered a 'related party transaction' under Rule 13 of the AIM Rules.
Certain Directors and members of the Company's senior management have
participated in the Subscription to raise gross proceeds of £80,000, as set
out below.
Details of the Directors' participation in the Subscription are as follows:
Director Existing holding of Ordinary Shares New Ordinary Shares to be issued pursuant to the Subscription Resultant holding of Ordinary Shares immediately following Admission Resultant holding as a % of the enlarged share capital following Admission
Graham Swindells 2,394,836 714,285 3,109,121 0.16%
Andrew Nunn 806,724 428,571 1,235,295 0.07%
Sarah McLeod 579,942 285,714 865,656 0.05%
Peter Nicol - 857,142 857,142 0.05%
The FCA notifications, made in accordance with the requirements of MAR, are
appended below.
Mark Lappin and Peter Cowley, having not participated in the Subscription or
the Placing, are independent of the Fundraising and consider, having consulted
with Allenby Capital Limited ("Allenby"), the Company's Nominated Adviser,
that the terms of the participation by IPGL (including the individuals
associated with IPGL), Inthallo and the Directors in the Placing and
Subscription are fair and reasonable insofar as shareholders are concerned.
Expected Timetable of Principal Events
2022
Record Date for entitlement under the Open Offer 5.00p.m. on 9 September
Announcement of the Placing, Subscription and Open Offer 12 September
Ex-Entitlement Date 8.00 a.m. on 13 September
Posting of the Circular, the Form of Proxy and, to Qualifying non-CREST 14 September
shareholders only, the Application Forms
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to 8.00 a.m. on 15 September
stock accounts in CREST of Qualifying CREST Shareholders
Latest recommended time and date for requesting withdrawal of Open Offer 4.30 p.m. on 23 September
Entitlements and Excess CREST Open Offer Entitlements from CREST
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer 3.00 p.m. on 26 September
Entitlements into CREST
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 27 September
market claims)
Latest time and date for receipt of Forms of Proxy from Shareholders 11.00 a.m. on 28 September
Latest time and date for receipt of completed Application Forms and payment in 11.00 a.m. on 29 September
full from Qualifying Shareholders under the Open Offer or settlement of
relevant CREST instruction (as appropriate)
Expected time and date of announcement of results of the Open Offer 7.00 a.m. on 30 September
General Meeting 11.00 a.m. on 30 September
Expected time of announcement of results of the General Meeting Afternoon of 30 September
Admission effective and dealings in the New Ordinary Shares expected to 8.00 a.m. on 3 October
commence on AIM
Expected date for crediting of the New Ordinary Shares in uncertificated form 8.00 a.m. on 3 October
to CREST stock accounts
Expected date of dispatch of share certificates in respect of the New Ordinary by 17 October
Shares
*Subject to Shareholder approval at the General Meeting
Each of the times and dates above refer to British Summer Time.
Admission
Subject to the approval by shareholders of resolutions 1 and 2 at the General
Meeting, application will be made to the London Stock Exchange for Admission
to trading of the New Shares on AIM. It is expected that Admission will take
place at 8.00 am on 3 October 2022 (at which time the Fundraising will become
unconditional) and that dealings in the New Shares on AIM will commence at the
same time.
For further information please contact the following:
Deltic Energy Plc Tel: +44 (0) 20 7887 2630
Graham Swindells / Andrew Nunn / Sarah McLeod
Allenby Capital Limited (Nominated Adviser & Joint Broker) Tel: +44 (0) 20 3328 5656
David Hart / Alex Brearley (Corporate Finance)
Kelly Gardiner (Sales and Corporate Broking)
Stifel Nicolaus Europe Limited (Joint Bookrunner and Joint Broker) Tel: +44 (0) 20 7710 7600
Callum Stewart / Simon Mensley / Ashton Clanfield
Canaccord Genuity Limited (Joint Bookrunner) Tel: +44 (0) 20 7523 8000
Adam James / Gordon Hamilton / Sam Lucas
Vigo Consulting (PR Adviser) Tel: +44 (0) 20 7390 0230
Patrick d'Ancona / Finlay Thomson / Kendall Hill
IMPORTANT INFORMATION
This announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty express or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or will
be accepted by Stifel or Canaccord or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
NOTICE TO OVERSEAS PERSONS
This announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
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.
The distribution or transmission of this announcement and the offering of the
Placing Shares in certain jurisdictions other than the UK may be restricted or
prohibited by law or regulation. Persons distributing this announcement must
satisfy themselves that it is lawful to do so. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken by the Company that would permit
an offering of such shares or possession or distribution of this announcement
or any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions.
GENERAL
Stifel, which is authorised and regulated by the FCA in the United Kingdom, is
acting as Joint Bookrunner to the Company in connection with the Placing.
Stifel will not be responsible to any person other than the Company for
providing the protections afforded to clients of Stifel or for providing
advice to any other person in connection with the Placing. Stifel has not
authorised the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Stifel for the accuracy of any information
or opinions contained in this announcement or for the omission of any material
information.
Canaccord, which is authorised and regulated by the FCA in the United Kingdom,
is acting as Joint Bookrunner to the Company in connection with the Placing.
Canaccord will not be responsible to any person other than the Company for
providing the protections afforded to clients of Canaccord or for providing
advice to any other person in connection with the Placing. Canaccord has not
authorised the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Canaccord for the accuracy of any
information or opinions contained in this announcement or for the omission of
any material information.
Allenby, which is authorised and regulated by the FCA in the United Kingdom,
is acting as Nominated Adviser to the Company in connection with the Placing.
Allenby will not be responsible to any person other than the Company for
providing the protections afforded to clients of Allenby or for providing
advice to any other person in connection with the Placing. Allenby has not
authorised the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Allenby for the accuracy of any
information or opinions contained in this announcement or for the omission of
any material information.
The Placing Shares will not be admitted to trading on any stock exchange other
than AIM.
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.
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 Graham Swindells
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 Deltic Energy Plc
b) LEI 213800TS8K1D27AFP275
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 0.5p each in Deltic Energy Plc
Identification code Identification code (ISIN) for Deltic Energy Plc ordinary shares: GB00B6SYKF01
b) Nature of the transaction Subscription of new ordinary shares
c) Price(s) and volume(s) Price(s) Volume(s)
3.5p 714,285
d) Aggregated information:
·Aggregated volume N/A
·Price
e) Date of the transaction 13 September 2022
f) Place of the transaction Outside a trading venue
d)
Aggregated information:
·Aggregated volume
·Price
N/A
e)
Date of the transaction
13 September 2022
f)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Andrew Nunn
2. Reason for the Notification
a) Position/status Chief Operating Officer
b) Initial notification/Amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Deltic Energy Plc
b) LEI 213800TS8K1D27AFP275
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 0.5p each in Deltic Energy Plc
Identification code Identification code (ISIN) for Deltic Energy Plc ordinary shares: GB00B6SYKF01
b) Nature of the transaction Subscription of new ordinary shares
c) Price(s) and volume(s) Price(s) Volume(s)
3.5p 428,571
d) Aggregated information:
·Aggregated volume N/A
·Price
e) Date of the transaction 13 September 2022
f) Place of the transaction Outside a trading venue
d)
Aggregated information:
·Aggregated volume
·Price
N/A
e)
Date of the transaction
13 September 2022
f)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Peter Nicol
2. Reason for the Notification
a) Position/status Non-Executive Director
b) Initial notification/Amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Deltic Energy Plc
b) LEI 213800TS8K1D27AFP275
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 0.5p each in Deltic Energy Plc
Identification code Identification code (ISIN) for Deltic Energy Plc ordinary shares: GB00B6SYKF01
b) Nature of the transaction Subscription of new ordinary shares
c) Price(s) and volume(s) Price(s) Volume(s)
3.5p 857,142
d) Aggregated information:
·Aggregated volume N/A
·Price
e) Date of the transaction 13 September 2022
f) Place of the transaction Outside a trading venue
d)
Aggregated information:
·Aggregated volume
·Price
N/A
e)
Date of the transaction
13 September 2022
f)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Sarah McLeod
2. Reason for the Notification
a) Position/status Chief Financial Officer
b) Initial notification/Amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Deltic Energy Plc
b) LEI 213800TS8K1D27AFP275
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 0.5p each in Deltic Energy Plc
Identification code Identification code (ISIN) for Deltic Energy Plc ordinary shares: GB00B6SYKF01
b) Nature of the transaction Subscription of new ordinary shares
c) Price(s) and volume(s) Price(s) Volume(s)
3.5p 285,714
d) Aggregated information:
·Aggregated volume N/A
·Price
e) Date of the transaction 13 September 2022
f) Place of the transaction Outside a trading venue
d)
Aggregated information:
·Aggregated volume
·Price
N/A
e)
Date of the transaction
13 September 2022
f)
Place of the transaction
Outside a trading venue
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