REG - Europa Oil & Gas - POST TRANSACTION REPORT

Europa Oil & Gas (Holdings)Announcement

05/03/2026 14:00

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RNS Number : 5497V  Europa Oil & Gas (Holdings) PLC  05 March 2026

 

POST TRANSACTION REPORT

 Name of Issuer           Europa Oil & Gas (Holdings) PLC
 Transaction details      Placing by ABB:

                          291,667,000 new Ordinary shares of nominal value 1 pence at 1.2 pence each
                          with 1 for 4 warrants with exercise price of 2 pence and expiry 2 years after
                          admission of the new shares to AIM.

                          This represents approximately 30% of pre fundraising ISC and 22% of post
                          fundraising ISC.

                          Retail offer to existing shareholders only:

                          53,431,408 new Ordinary shares on same basis as the Placing with same warrants
                          attaching.

                          This represents approximately 6% of pre fundraising ISC and 4% of post
                          fundraising ISC.

 Quantum of the proceeds  Placing - £3,500,004 gross

                          Retail offer - £641,167.89 gross

                          Total gross proceeds £4,141,171.89

 Discount                 Approximately 20% to the closing bid price of an ordinary share the day before
                          announcement of the placing.

                          The accompanying 1:4 warrants have an exercise price at a 67% premium to the
                          placing price.
 Allocations              The Board and management were directly involved in the allocation process,
                          reviewing the subscriptions on a line-by-line basis with guidance from the
                          Winterflood team. In doing so, we were mindful both of enabling participating
                          shareholders to "stand their corner" as much as possible and also of the
                          participating Nominees' and brokers' duty to treat their clients fairly and
                          equitably. As such, the vast majority of subscribers were allocated on the
                          same basis with a few exceptions, being:

                          ·    Known market makers were removed

                          ·    "true" retail platforms were given a larger percentage than
                          discretionary wealth managers

                          ·    A couple of subscribers whose applications were well out of
                          proportion with their existing shareholding were scaled back in order to bring
                          their allocation more in line with other shareholders in terms of percentage
                          of existing shareholding.
 Consultation             A number of shareholders of over 1%, who were willing to be brought inside and
                          therefore comply with the MAR and AIM rules associated with being privy to
                          market sensitive information, were consulted prior to the launch of the
                          placing. In total such shareholders represented 21% of the company's ISC.
 Retail Investors         The directors of the company considered the impact on existing retail
                          investors at all stages of the fundraising.

                          It was the belief of the Board that the full amount of funds needed, being
                          over £3.5m could not be raised via a retail offer alone. It was further felt
                          that attracting more institutional investment that would be likely to stay
                          with the company over the medium term would also be beneficial. An ABB was
                          used to ensure that the highest price possible was achieved. thereby
                          minimising the dilutive effect to all existing shareholders.

                          The retail offer, originally intended to raise £350,000, was multiple times
                          over-subscribed. Whilst the directors wanted to include these subscribers to
                          the fullest extent possible, it was decided to scale back these subscriptions
                          to a little over £640,000. This decision was made on the basis that the
                          company does not currently have an identified use for the full subscription
                          amount, and in order not to further dilute those existing shareholders who did
                          not or could not take part.

                          The retail offer was scaled back in a similar proportion to that which the
                          placing was. Management was directly involved in the allocation of the retail
                          offer. Known market makers were removed; we sought to give priority to "true"
                          retail investors and consistently applied scale back other than a few examples
                          where the subscription was well out of proportion with current holdings.

 

 

 

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