REG - Jadestone Energy PLC - Admission and Commencement of Open Offer

Jadestone EnergyAnnouncement

09/06/2023 08:00

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RNS Number : 2369C  Jadestone Energy PLC  09 June 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

 

 

Admission

Commencement of Open Offer to raise up to US$8.3 million

Publication of Open Offer Circular

 

9 June 2023 - Singapore: Further to its announcements on 6 June 2023 and 7
June 2023 relating to its financing, Jadestone Energy plc (the "Company" and
together with its subsidiaries, "Jadestone" or the "Group"), an independent
oil and gas production company focused on the Asia-Pacific region, is pleased
to announce that the 94,081,826 new Ordinary Shares issued pursuant to the
Placing and Subscription have today been admitted to trading on AIM. The
Placing and Subscription together raised gross proceeds of US$52.6 million and
net proceeds of US$50.0 million.

The Company is also pleased to confirm the commencement of its open offer of
up to 14,887,039 new Ordinary Shares (the "Open Offer Shares") at an offer
price of £0.45 (the "Offer Price") to raise additional gross proceeds for the
Company of up to approximately US$8.3 million before expenses.

In connection with the Open Offer, the Company will today post to Shareholders
an open offer circular (the "Open Offer Circular"), together with an
application form for the Open Offer. The Open Offer Circular contains a letter
from Dennis McShane, the Chair of Jadestone, explaining the Open Offer and the
full terms and conditions of the Open Offer, as well as the expected timetable
of principal events (which is also set out below).  The Open Offer Circular
will also be available on the Company's website at www.jadestone-energy.com.

Qualifying Shareholders may apply for Open Offer Shares under the Open Offer
at the Offer Price pro rata to their holdings of Ordinary Shares on the Record
Date (being 6.00 p.m. on 7 June 2023) on the basis of:

1 Open Offer Share for every 30 Existing Ordinary Shares held

The Open Offer is aimed at those Qualifying Shareholders who were not given
the opportunity to participate in the Placing or Subscription. Shareholders
which have been allocated Placing Shares in the Placing have agreed pursuant
to the Placing Terms and Conditions that they will not apply for any Open
Offer Shares in the Open Offer in respect of any existing shareholdings and
the Placing Shares and Subscription Shares will not qualify for the Open
Offer, as the Record Date for the Open Offer was prior to the issue of the
Placing Shares and Subscription Shares.

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.

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.

Qualifying Shareholders should note that the Open Offer is not a rights issue
and therefore any Open Offer Shares which Qualifying Shareholders do not apply
for will not be sold in the market for the benefit of Qualifying Shareholders.
The Open Offer application form is not a document of title and cannot be
traded or otherwise transferred.

Expected Timetable of Principal Events under the Open Offer

 Event                                                                           Date
 Announcement of the results of the Equity Fundraise                             7 June 2023
 Record date for entitlements under the Open Offer                               6.00 p.m. on 7 June 2023
 Posting of the Open Offer Circular  and the Application Form                    9 June 2023
 Ex-entitlement date of the Open Offer                                           8.00 a.m. on 9 June 2023
 Admission and commencement of dealings in the Placing Shares and the            8.00 a.m. on 9 June 2023
 Subscription Shares
 Entitlements and Excess CREST Open Offer Entitlements credited to stock         12 June 2023
 accounts of Qualifying CREST Shareholders
 Recommended latest time for requesting withdrawal of Open Offer Entitlements    4.30 p.m. on 22 June 2023
 from CREST
 Latest time and date for depositing Open Offer Entitlements into CREST          3.00 p.m. on 23 June 2023
 Latest time and date for splitting Application Forms (to satisfy bona fide      3.00 p.m. on 26 June 2023
 market claims only)
 Latest time and date for receipt of completed Application Forms and payment in  11.00 a.m. on 28 June 2023
 full under the Open Offer and settlement of relevant CREST instructions (as
 appropriate)
 Publication of the results of the Open Offer                                    29 June 2023
 Admission and commencement of dealings in the Open Offer Shares                 8.00 a.m. on 3 July 2023
 Open Offer Shares credited to CREST members' accounts                           3 July 2023
 Despatch of definitive share certificates for Open Offer Shares in              Within 10 Business Days of admission of the Open Offer Shares
 certificated form

 

Notes

1.         Each of the times and dates mentioned above is subject to
change by the Company in which event details of the new times and dates will
be notified to London Stock Exchange and the Company will make an appropriate
announcement to a Regulatory Information Service.

2.         References to times in this announcement are to BST unless
otherwise stated.

3.         The Company prepares its financial statements in US dollars
and therefore certain figures in this announcement have been expressed in US
dollars. Where appropriate, figures in this announcement have been converted
into pounds sterling for information purposes only using the following US
dollars to pound sterling exchange rate: 1.24.

 

Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the announcement published by the Company on 6 June
2023.

 

For further information, please contact:

 Jadestone Energy plc
 Paul Blakeley, President and CEO                                  +65 6324 0359 (Singapore)
 Bert-Jaap Dijkstra, CFO

 Phil Corbett, Investor Relations Manager                          +44 7713 687467 (UK)
                                                                   ir@jadestone-energy.com (mailto:ir@jadestone-energy.com)

 Stifel Nicolaus Europe Limited (Nomad, Bookrunner, Joint Broker)  +44 (0) 20 7710 7600 (UK)
 Callum Stewart
 Jason Grossman

 Simon Mensley
 Ashton Clanfield

 Jefferies International Limited (Joint Broker)                    +44 (0) 20 7029 8000 (UK)
 Tony White
 Will Soutar

 Camarco (Public Relations Advisor)                                +44 (0) 203 757 4980 (UK)
 Billy Clegg                                                       jse@camarco.co.uk (mailto:jse@camarco.co.uk)
 Georgia Edmonds

 Elfie Kent

 

About Jadestone Energy

Jadestone Energy plc is an independent oil and gas company focused on the
Asia-Pacific region.  It has a balanced, low risk, full cycle portfolio of
development, production and exploration assets in Australia, Malaysia,
Indonesia, Thailand and Vietnam.

The Company has a 100% operated working interest in the Stag oilfield and in
the Montara project, both offshore Australia. Both the Stag and Montara assets
include oil producing fields, with further development and exploration
potential. The Company also has a 16.67% non-operated interest in the North
West Shelf Oil Project offshore Western Australia, comprising four oil fields
containing significant upside potential through potential infill drilling and
life extension activities.

The Company  is the operator of four licences offshore Peninsular Malaysia;
two of which currently producing - the PM323 PSC which produces oil and the
PM329 PSC which produces oil and gas. The Company has a non-operated 9.52%
interest in the Sinphuhorm producing gas field onshore Thailand.

Further, the Company has a 100% operated working interest in two gas
development blocks in Southwest Vietnam, and an operated 100% interest in the
Lemang PSC, onshore Sumatra, Indonesia, which includes the Akatara gas field
development, where first production is expected in the first half of 2024.

Led by an experienced management team with a track record of delivery, who
were core to the successful growth of Talisman's business in Asia, the Company
is pursuing an acquisition strategy focused on growth and creating value
through identifying, acquiring, developing and operating assets in the
Asia-Pacific region.

Jadestone Energy plc (LEI: 21380076GWJ8XDYKVQ37) is listed on the AIM market
of the London Stock Exchange (AIM: JSE).  The Company is headquartered in
Singapore.  For further information on the Company please visit
www.jadestone-energy.com.

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan, New Zealand or the Republic of South Africa or any other jurisdiction
in which the same would be unlawful. No public offering of the Open Offer
Shares is being made in any such jurisdiction.

No action has been taken by the Company, Stifel Nicolaus Europe Limited
("Stifel"), Jefferies International Limited ("Jefferies") or any of their
respective affiliates, or any person acting on its or their behalf that would
permit an offer of the Open Offer Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such Open
Offer Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company, Stifel and Jefferies to inform themselves about, and to observe, such
restrictions.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to
be published. Persons needing advice should consult a qualified independent
legal adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.

The Open Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction of the
United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the US
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the Open Offer Shares
will be offered and sold only outside of the United States in "offshore
transactions" (as such term is defined in Regulation S under the US Securities
Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance
with applicable laws;. No public offering of the Open Offer Shares will be
made in the United States or elsewhere.

The Open Offer has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing, or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal offence in
the United States.

This Announcement has not been approved by the London Stock Exchange.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Open Offer Shares and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or South Africa.
Accordingly, the Open Offer Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Australia, Canada, Japan, New Zealand or
the Republic of South Africa or any other jurisdiction in which such
activities would be unlawful.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and the Group. Words such as "believes",
"anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions, are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. These statements and forecasts involve
risk and uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors that could
cause actual results or developments to differ materially from those expressed
or implied by these forward-looking statements and forecasts. As a result, the
Group's actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations expressed
or implied by these forward-looking statements. No representation or warranty
is made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
The Company, its directors, Stifel, Jefferies and their respective affiliates
and any person acting on its or their behalf each expressly disclaim any
obligation or undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise, unless required to do so by applicable law or regulation or the
London Stock Exchange.

Stifel is authorised and regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA"). Stifel is acting exclusively for the Company
and no one else in connection with the Open Offer, the contents of this
Announcement or any other matters described in this Announcement. Stifel will
not regard any other person as its client in relation to the Open Offer, the
content of this Announcement or any other matters described in this
Announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the Open Offer, the content of this
Announcement or any other matters referred to in this Announcement.

Jefferies is authorised and regulated in the United Kingdom by the FCA.
Jefferies is acting exclusively for the Company and no one else in connection
with the Open Offer, the contents of this Announcement or any other matters
described in this Announcement. Jefferies will not regard any other person as
its client in relation to the Open Offer, the content of this Announcement or
any other matters described in this Announcement and will not be responsible
to anyone other than the Company for providing the protections afforded to its
clients or for providing advice to any other person in relation to the Open
Offer, the content of this Announcement or any other matters referred to in
this Announcement.

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 Jefferies or by any of their respective affiliates or
any person acting on their behalf 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.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Open Offer. Any indication
in this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Open
Offer Shares. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult their or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

All offers of the Open Offer Shares will be made pursuant to an exemption
under the UK Prospectus Regulation or the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the Financial Services and Markets Act, 2000, as amended does not
apply.

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

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

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.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Open Offer Shares have been subject to a product
approval process, which has determined that such Open Offer Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Open Offer Shares may decline
and investors could lose all or part of their investment; the Open Offer
Shares offer no guaranteed income and no capital protection; and an investment
in the Open Offer Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Open Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase or take any other action whatsoever with respect to the
Open Offer Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Open Offer Shares and determining
appropriate distribution channels.

 

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