REG - Empyrean Energy PLC - Empyrean completes £700,000 Placing
13/02/2024 07:00
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RNS Number : 9457C Empyrean Energy PLC 13 February 2024
This announcement contains inside information
Empyrean Energy Plc / Index: AIM / Epic: EME / Sector: Oil & Gas
Empyrean Energy plc
Empyrean completes £700,000 Placing
13 February 2024
Placing
Empyrean Energy plc ("Empyrean" or the "Company"), the oil and gas development
company with interests in China, Indonesia and the United States, advises that
it has raised £700,000 (before costs) through a placing of 280,000,000 new
ordinary shares of 0.2p each in the Company (the "Placing Shares") at a price
of 0.25p per Placing Share (the "Issue Price") (the "Placing"). Subscribers to
the Placing will also receive 1 warrant exercisable at 0.5p each for every 2
Placing Shares subscribed for (the "Placing Warrants"). The Placing Warrants
will expire 2.5 years from the date of issue.
Investors in the Placing have agreed a 3-month lock-in on Placing Shares
issued pursuant to the Placing. In addition, the Placing Warrants will only
become exercisable if the relevant Placing Shares are held for a minimum
period of 6 months from the date of admission to trading on AIM ("Admission").
The Issue Price represents a 20.6% discount to the price of the Company's
ordinary shares of 0.2p each (the "Shares") as at close of business on 12
February 2024 (0.315p) and a 27.1% discount to the volume weighted average
price of the Shares for the ten days prior to close of business 12 February
2024 (0.343p).
The funds raised from the Placing will be used:
· for ongoing prospect, licensing fees and permit costs at Block
29/11, Offshore China;
· for ongoing costs associated with advancing the Mako Gas Field
toward production, including finalising the Gas Sales Agreement ("GSA"),
binding documentation and completing Duyung PSC sell-down process; and
· for general working capital requirements.
The Placing is being completed under the Company's existing authorities and is
not subject to the approval of shareholders.
Mako Gas Field Update
As previously announced, Conrad Asia Energy ("Conrad"), the operator and 76.5%
partner in Mako is conducting a sell down process with a global investment
bank in order to fund the development of Mako. Mako is the largest undeveloped
gas accumulation in the immediate region.
Mako has received government approval for a Plan of Development and Conrad
have agreed key (non-binding) terms with Sembcorp Gas Pte Ltd, a Singapore
based major gas buyer that have been endorsed by the Indonesian regulator SKK
Migas for the GSA. Subsequent commercial negotiations have resulted in an
improved price formula for the GSA. Since the agreement with Sembcorp Gas Pte
Ltd, a number of additional parties have expressed interest in Mako.
Director Participation and Salary Sacrifice
Of the total raised under the Placing, CEO and Managing Director of Empyrean,
Tom Kelly, has subscribed for 12,000,000 Placing Shares and Technical Director
of Empyrean, Gaz Bisht, has subscribed for 8,800,000 Placing Shares.
In addition, Empyrean advises that it has today issued a total of 15,330,940
new Shares (the "Salary Sacrifice Shares") to Tom Kelly, Gaz Bisht and its
Company Secretary, Jonathan Whyte.
A total of 5,928,716 Salary Sacrifice Shares have been issued at a deemed
price of 0.8p in lieu of cash remuneration for the months of September to
December 2023, in accordance with the Salary Sacrifice arrangements announced
on 30 May 2023.
Each of Tom Kelly, Gaz Bisht and Jonathan Whyte have agree to continued salary
sacrifice arrangements with effect from 1 February 2024. Under these
arrangements, each has agreed to continue to take one third of their salaries
in new Shares in order to continue to preserve capital and ensure more funds
are directed towards project activities while the Company awaits the agreement
of binding terms for GSA and the completion of the sell down process noted
above.
Accordingly, a total of 9,402,224 Salary Sacrifice Shares have been issued in
lieu of cash remuneration at a deemed price of 0.25p (being the Issue Price)
for the months of February and March 2024.
This arrangement will conclude on the earlier of (a) 31 July 2024 or (b) the
signing of a binding agreement for the sale (in part or whole) of Empyrean's
interest in Mako. From 1 April 2024, the deemed price of any Shares issued
pursuant to the ongoing salary sacrifice arrangements will be the higher of
the Issue Price and the 5 day Volume Weighted Average Price at the end of each
month until conclusion.
The following table details the updated interests of each of Tom Kelly, Gaz
Bisht and Jonathan Whyte:
Director/PDMR Number of Placing Shares Number of Salary Sacrifice Shares Total Number of Shares held % of Issued Share Capital
Tom Kelly 12,000,000 7,312,500 116,560,763 9.10
Gaz Bisht 8,800,000 6,324,608 50,595,279 3.95
Jonathan Whyte - 1,693,832 2,856,380 0.22
Appointment of Advisor and Issue of Warrants
Novum Securities Limited ("Novum") has been appointed Advisor to the Placing.
Empyrean advises that the Board has resolved to issue warrants in respect of
12,000,000 Shares to Novum for services provided in the Placing (the "Advisor
Warrants").
The exercise price of the Advisor Warrants is the same as the Placing Price
and they will expire 2 years from the date of issue.
Total Voting Rights and Admission
Application will be made for the Placing Shares and the Salary Sacrifice
Shares (together the "New Ordinary Shares") to be admitted to trading on AIM.
Admission is expected to take place on 26 February 2024. The New Ordinary
Shares will rank pari passu with existing Shares in issue.
Following the issue of the New Ordinary Shares the Company's enlarged issued
share capital will comprise 1,280,801,707 Shares. 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 to
their interest in, securities of the Company under the Financial Conduct
Authority's Disclosure and Transparency Rules.
Empyrean CEO, Tom Kelly, stated: "Empyrean would like to thank existing and
new shareholders for their support as we look forward to the finalisation of
the GSA with Sembcorp, a major milestone for the Mako Project. Whilst this has
taken longer than anyone envisaged, we are delighted with the improved pricing
formula for gas sales which should have positive implications for the Duyung
PSC/ Mako sell-down efforts."
For further information please contact the following:
Empyrean Energy plc
Tom Kelly Tel: +61 6146 5325
Cavendish Capital Markets Limited (Nominated Advisor and Broker)
Neil McDonald Tel: 0131 220 6939
Pearl Kellie
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: Thomas Kelly
2 Reason for the Notification
a) Position/Status: Managing Director/CEO
b) Initial notification/ Amendment: Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Empyrean Energy Plc
b) LEI: 213800ZRH1WBHEWDFA57
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 0.2p each ("Shares")
Identification code: GB00B09G2351
b) Nature of the transaction: Subscription for Shares and Attaching Warrants and Issue of Salary Sacrifice
Shares
c) Price(s) and Volume(s): Placing Shares
Price
Volume
0.25p
12,000,000
Placing Warrants
Exercise Price(s) Volume(s)
0.50p 6,000,000
Salary Sacrifice Shares
Price Volume
Nil 7,312,500
d) Aggregated Information: N/A (Single transaction)
- Aggregated Volume
- Price
e) Date of the Transaction: 13 February 2024
f) Place of the Transaction: London Stock Exchange, AIM (LON:EME)
Salary Sacrifice Shares
Price Volume
Nil 7,312,500
d)
Aggregated Information:
- Aggregated Volume
- Price
N/A (Single transaction)
e)
Date of the Transaction:
13 February 2024
f)
Place of the Transaction:
London Stock Exchange, AIM (LON:EME)
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Gaz Bisht
2 Reason for the Notification
a) Position/Status: Technical Director
b) Initial notification/ Amendment: Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Empyrean Energy Plc
b) LEI: 213800ZRH1WBHEWDFA57
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 0.2p each ("Shares")
Identification code: GB00B09G2351
b) Nature of the transaction: Subscription for Shares and Attaching Warrants and Issue of Salary Sacrifice
Shares
c) Price(s) and Volume(s): Placing Shares
Price
Volume
0.25p
8,800,000
Placing Warrants
Exercise Price(s) Volume(s)
0.50p 4,400,000
Salary Sacrifice Shares
Price Volume
Nil 6,324,608
d) Aggregated Information: N/A (Single transaction)
- Aggregated Volume
- Price
e) Date of the Transaction: 13 February 2024
f) Place of the Transaction: London Stock Exchange, AIM (LON:EME)
Salary Sacrifice Shares
Price Volume
Nil 6,324,608
d)
Aggregated Information:
- Aggregated Volume
- Price
N/A (Single transaction)
e)
Date of the Transaction:
13 February 2024
f)
Place of the Transaction:
London Stock Exchange, AIM (LON:EME)
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Jonathan Whyte
2 Reason for the Notification
a) Position/Status: Company Secretary
b) Initial notification/ Amendment: Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Empyrean Energy Plc
b) LEI: 213800ZRH1WBHEWDFA57
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: Warrants over ordinary shares of 0.2p each ("Shares")
Identification code: GB00B09G2351
b) Nature of the transaction: Issue of Salary Sacrifice Shares
c) Price(s) and Volume(s): Price Volume
Nil 1,693,832
d) Aggregated Information: N/A (Single transaction)
- Aggregated Volume
- Price
e) Date of the Transaction: 13 February 2024
f) Place of the Transaction: London Stock Exchange, AIM (LON:EME)
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