REG - Petro Matad Ltd - Retail Offer

Petro MatadAnnouncement

26/06/2024 07:00

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RNS Number : 8672T  Petro Matad Limited  26 June 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
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.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF PETRO
MATAD LIMITED). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF PETRO MATAD LIMITED.

26/06/2024

 

Petro Matad Limited

Retail Offer

 

Petro Matad Limited ("Petro Matad" or the "Company") (AIM: MATD) is pleased to
announce a retail offer via BookBuild (the "Retail Offer") of up to 20 million
retail shares ("Ordinary Shares") of USD$0.01 each in the capital of the
Company (the "Retail Shares") up to the value of £400,000 (US$0.5m) at an
issue price of 2.0 pence per Retail Share, (the "Issue Price").

In addition to the Retail Offer, the Company has also announced a placing of
new Ordinary Shares (the "Placing Shares") through an accelerated bookbuild
process (the "Placing") and subscriptions (the "Subscriptions") for new
Ordinary Shares (the "Subscription Shares" and, together with the Placing
Shares and Retail Offer Shares, the "Capital Raising Shares") both at the
Issue Price.

A separate announcement has been made regarding the Placing and its terms and
sets out the reasons for the Placing and use of proceeds. The proceeds of the
Retail Offer will be utilised in the same way as the proceeds of the Placing
and Subscriptions. For the avoidance of doubt, the Retail Offer is not part of
the Placing or Subscriptions.

The Retail Offer is conditional on the Placing Shares being admitted to
trading on the AIM market operated by the London Stock Exchange ("Admission").
Admission of the Retail Shares pursuant to the Retail Offer is expected to
take place at 8:00 a.m. on 3(rd) July 2024. Completion of the Retail Offer is
conditional, inter alia, upon the completion of the Placing.

Expected Timetable in relation to the Retail Offer

 Retail Offer opens                                                           09:00 on 26 June 2024
 Latest time and date for commitments under the Retail Offer                  16:30 on 28 June 2024
 Results of the Retail Offer announced                                        07:00 on 1(st) July 2024
 Admission and dealings in Retail Shares issued pursuant to the Retail Offer  08:00 on 3(rd) July 2024
 commence

Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.

Dealing Codes

 Ticker                         MATD
 ISIN for the Ordinary Shares   IM00B292WR19
 SEDOL for the Ordinary Shares  B292WR1

Retail Offer

The Company values its retail shareholder base, which has supported the
Company alongside institutional investors since IPO in 2008. Given the support
of retail shareholders, the Company believes that it is appropriate to provide
its retail shareholders in the United Kingdom the opportunity to participate
in the Retail Offer.

The Company is therefore making the Retail Offer available in the United
Kingdom through the financial intermediaries which will be listed, subject to
certain access restrictions, on the following website:
https://www.bookbuild.live/deals/0Q6MG1/authorised-intermediaries
(https://url.avanan.click/v2/___https:/www.bookbuild.live/deals/0Q6MG1/authorised-intermediaries___.YXAxZTpzaG9yZWNhcDphOm86NmVhMDA4OTJiMTYzZjM1MzY5ZjFjNGI1ZmQzYzVjZjY6NjoyOGRiOjM0Yzg2ZWQxNTg4MzZlMWRiMDhiMGYwNzYxYzRjZTIwMGExODg0MTI3ZGEyMjYwNjEyNThkYmY1ZWFjNGYyY2I6cDpUOk4)

Shore Capital Stockbrokers Limited ("Shore Capital") will be acting as retail
offer coordinator in relation to this Retail Offer (the "Retail Offer
Coordinator").

Existing retail shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the BookBuild
platform and agree to the final terms and the retail offer terms and
conditions, which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom at
9:00 a.m. on 26(th) June 2024. The Retail Offer is expected to close at 4:30
p.m. on 28 June 2024. Investors should note that financial intermediaries may
have earlier closing times. The Retail Offer may close early if it is
oversubscribed.

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact BookBuild at
email: support@bookbuild.live.

The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the United
Kingdom and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating intermediary). For the avoidance of doubt, persons who
only hold CFDs, Spreadbets and/or similar derivative instruments in relation
to shares in the Company are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Shares has been made
and accepted via an intermediary, it cannot be withdrawn.

The Retail Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with existing Ordinary Shares including the right
to receive all dividends and other distributions declared, made or paid after
their date of issue.

The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail
Offer that the aggregate total consideration payable for the Retail Shares
will not exceed £400,000 (or the equivalent in Euros). The exemption from the
requirement to publish a prospectus, set out in section 86(1)(e) of the
Financial Services and Markets Act 2000 (as amended), will apply to the Retail
Offer.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

There is a minimum subscription of £100.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the intermediaries which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/0Q6MG1/authorised-intermediaries
(https://url.avanan.click/v2/___https:/www.bookbuild.live/deals/0Q6MG1/authorised-intermediaries___.YXAxZTpzaG9yZWNhcDphOm86NmVhMDA4OTJiMTYzZjM1MzY5ZjFjNGI1ZmQzYzVjZjY6NjoyOGRiOjM0Yzg2ZWQxNTg4MzZlMWRiMDhiMGYwNzYxYzRjZTIwMGExODg0MTI3ZGEyMjYwNjEyNThkYmY1ZWFjNGYyY2I6cDpUOk4)

There is no maximum application amount to apply in the Retail Offer. The terms
and conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Shares and investment in the
Company carries a number of risks. Investors should take independent advice
from a person experienced in advising on investment in securities such as the
Retail Shares if they are in any doubt.

For further information, please contact:

 Petro Matad Limited                                                   +976 7014 1099

 Mike Buck, Chief Executive Officer

 Shore Capital Stockbrokers Limited (NOMAD, Broker, Joint Bookrunner)  +44 207 408 4050

 Toby Gibbs / Rachel Goldstein
 Zeus Capital Limited (Joint Bookrunner)                               +44 207 614 5900

 Simon Johnson / Louisa Waddell

 FTI Consulting (Financial PR)                                         +44 203 727 1000

 Ben Brewerton / Christopher Laing                                     petromatad@fticonsulting.com (mailto:petromatad@fticonsulting.com)

Further information on the Company can be found on its website at:
www.petromatadgroup.com
(https://url.avanan.click/v2/___http:/www.petromatadgroup.com___.YXAxZTpzaG9yZWNhcDphOm86NmVhMDA4OTJiMTYzZjM1MzY5ZjFjNGI1ZmQzYzVjZjY6NjpmZTQxOmU2YWFkYjRjNWVkZDNmOWI4NzIxZWQxMDZjNzE0OThlNzA0ZmM1MWYzZGU5YjVjMDdkY2EyZTEyZGYyMGQ5YjE6cDpUOk4)

The Company's LEI is 213800FXLBLLEVK4R858.

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 Retail Offer is 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).

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, 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.

The Retail Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Shares is being made in the United States. The Retail Shares are being
offered and sold outside the United States in "offshore transactions", as
defined in, and in compliance with, Regulation S under the US Securities Act.
In addition, the Company has not been, and will not be, registered under the
US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Shares in the United
States, Australia, Canada, New Zealand, Japan, the Republic of South Africa,
any member state of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the securities referred
to herein is being made in any such jurisdiction.

The 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.

Shore Capital is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and Zeus is regulated in the United Kingdom by the
FCA. Each of Shore Capital and Zeus is acting exclusively for the company and
no one else in connection with the placing, and Shore Capital and Zeus will
each 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 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 and currency 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 are 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, Shore Capital and Zeus expressly disclaims 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 Shore Capital or Zeus, or any of
their 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. Shore Capital, Zeus and their affiliates, accordingly disclaims all
and any liability whether arising in tort, contract or otherwise which it
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 Share
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 Retail Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the London Stock
Exchange.

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 MiFIR 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 MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Shares have
been subject to a product approval process, which has determined that the
Retail 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 paragraphs 3.5 and 3.6 of COBS;
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 Retail Shares may
decline and investors could lose all or part of their investment; the Retail
Shares offer no guaranteed income and no capital protection; and an investment
in the Retail 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 any contractual, legal or regulatory
selling restrictions in relation to the Retail 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 COBS; 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 Retail Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Shares have
been subject to a product approval process, which has determined that the
Retail 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Shares may
decline and investors could lose all or part of their investment; the Retail
Shares offer no guaranteed income and no capital protection; and an investment
in the Retail 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 EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; 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 Retail Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Retail Shares and determining appropriate
distribution channels.

 

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