REG - Europa Oil & Gas - Result of increased WRAP Offer, Amended GM & TVR

Europa Oil & Gas (Holdings)Announcement

12/02/2026 07:30

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RNS Number : 7509S  Europa Oil & Gas (Holdings) PLC  12 February 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF THE LAWS OF
ENGLAND AND WALES PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.

 

12 February 2026

 

Europa Oil & Gas (holdings) PLC

("Europa" or the "Company")

 

Result of increased WRAP Retail Offer,

Amendment to General Meeting

& Total Voting Rights

 

Europa Oil & Gas (Holdings) plc, (AIM: EOG) the AIM quoted West Africa, UK
and Ireland focused oil and gas exploration, development and production
company, is pleased to confirm the result of the WRAP retail offer.

 

The WRAP Retail offer, at a price of 1.2 pence per share, with accompanying 1
for 4 warrants, was only offered to existing shareholders of the Company yet
was still multiple times oversubscribed, demonstrating strong support from
Europa's retail shareholder base. As a result, in accordance with the terms of
the WRAP Retail Offer, the Company has decided to increase the size of the
WRAP Retail Offer to partially accommodate some of this excess demand. Despite
this increase, applications still substantially exceeded the available
allocation and, accordingly, were scaled back. In determining the amount of
scale back, the Company sought to avoid overall dilution of existing
shareholders who participated in the WRAP Retail Offer.

 

The Company has raised aggregate gross proceeds of £641,176.89 pursuant to
the WRAP Retail Offer. Accordingly, the Company will issue a total of
53,431,408 new Ordinary Shares at the Issue Price and up to 13,357,852
warrants pursuant to the WRAP Retail Offer.

 

The issue of the WRAP Retail Offer Shares is conditional, inter alia, on
shareholder approval at a General Meeting of the Company which will now take
place on or around 3 March 2026 (the "General Meeting"). An amended
Shareholder Circular and Notice of General Meeting will be posted to
shareholders, including an updated resolution to reflect the increased size of
the WRAP Retail Offer. If the necessary resolution is not passed at the
General Meeting, the WRAP Retail Offer Shares will not be issued, and the
proceeds of the WRAP Retail Offer will not be available to the Company.

In addition to the WRAP Retail Offer, as detailed in the announcement made by
the Company on 10 February 2026, the Company has also conditionally raised
approximately £3.5m via a placing of 291,667,000 new Ordinary Shares (the
"Placing Shares" and together with the WRAP Retail Offer Shares, the "New
Ordinary Shares"). For the avoidance of doubt, the WRAP Retail Offer is not
part of the Placing. Completion of the WRAP Retail Offer is conditional, inter
alia, upon the completion of the Placing but completion of the Placing is not
conditional on the completion of the WRAP Retail Offer.

 

 

Further Information

 

Admission of New Ordinary Shares

Application will be made for the 345,098,408 New Ordinary Shares to be issued
pursuant to the Placing and the WRAP Retail Offer to be admitted to trading on
the AIM market of London Stock Exchange plc ("Admission"). Assuming the
necessary shareholder resolution is passed at the General Meeting, Admission
is now expected to become effective on or around 8.00 a.m. (London time) on
Thursday 5 March 2026.

 

Total Voting Rights

 

Following Admission of the New Ordinary Shares, the total number of ordinary
shares in the Company ("Ordinary Shares") with voting rights is expected to be
1,316,139,215. This figure may be used by shareholders in order to determine
the denominator that should be used as the denominator for the calculations by
which they can determine if they are required to notify their interest in, or
change to interest in, the share capital of the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules following the
admission of all New Ordinary Shares.

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the
European Union (Withdrawal) Act 2018. Upon publication via Regulatory
Information Service ('RIS'), this information is now in the public domain.

 

Terms used but not defined in this announcement have the same meaning as set
out in the Company's announcement released at 15:00 on 10 February 2026.

 

 

** ENDS **

For Further Information

 

 William Holland / Louise Armstrong                   Europa Oil & Gas (Holdings) plc           mail@europaoil.com

 Peter Krens                                         Tennyson Securities                        +44 (0) 20 7186 9033

 Sophia Bechev / Kaitlan Billings                    Winterflood Retail Access Platform         WRAP@winterflood.com

 Samantha Harrison / Ciara Donnelly / Elliot Peters  Grant Thornton UK LLP - Nominated Adviser  +44 (0) 203 100 0214

 Patrick d'Ancona / Anna Sutton                      Vigo Consulting                            +44 (0) 20 7390 0230

 

 

Further information on the Company can be found on its website at
https://www.europaoil.com/

 

The Company's LEI is 213800JWTCW7TN3WRC06

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

The release, publication or distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction. This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Ordinary Shares in any
such jurisdiction.

 

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 US
Securities Act, 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.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the WRAP Retail Offer and will not be responsible
to anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement may constitute forward-looking
statements which are based on the Company's expectations, intentions and
projections regarding its future performance, anticipated events or trends and
other matters that are not historical facts. These forward-looking statements,
which may use words such as "aim", "anticipate", "believe", "intend",
"estimate", "expect" and words of similar meaning, include all matters that
are not historical facts. These forward-looking statements involve risks,
assumptions and uncertainties that could cause the actual results of
operations, financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses operate to
differ materially from the impression created by the forward-looking
statements. These statements are not guarantees of future performance and are
subject to known and unknown risks, uncertainties and other factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

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.
The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

 

It is further noted that the WRAP Retail Offer was only open to investors in
the United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

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