REG - Prospex Energy PLC - Result of oversubscribed Placing and Subscription

Prospex EnergyAnnouncement

25/06/2025 07:02

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RNS Number : 2619O  Prospex Energy PLC  25 June 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS
"ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF
INSIDE INFORMATION.

 

 

Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and Gas

 

25 June 2025

 

Prospex Energy PLC

("Prospex" or the "Company")

 

Result of oversubscribed Placing and Subscription

 

Prospex Energy PLC (AIM: PXEN) is pleased to announce that further to the
announcement released at 5.08 pm on 24 June 2025 (the "Launch Announcement"),
the Placing has now closed and the Bookbuild has been successfully concluded.
Terms defined in the Launch Announcement have the same meanings in this
announcement.

 

The gross proceeds from the Placing and Subscription increased significantly
to £1,031,650 through the issue of, in aggregate, 22,925,555 new Ordinary
Shares at the Issue Price of 4.5 pence per new Ordinary Share.

 

The Company is currently running the Retail Offer, which is open to existing
shareholders via the Winterflood Retail Access Platform.  The Retail Offer
closes at 4.30pm, on 27 June 2025 and further details of the Retail Offer can
be found in the Retail Offer announcement released at 7.01 am on 25 June
2025.

 

The proceeds from the Placing and Subscription, together with the proceeds of
the Retail Offer, will be allocated for the cash call for the Viura-1B well to
fund the workover to resume production at the Viura field and to cover
ordering long-lead items for the 2026 drilling campaign.

 

Director participation

 

The following Directors and PDMR have participated in the Placing for a total
of 1,444,444 new Ordinary Shares at the Issue Price as set out below:

 

 Director/PDMR    Amount (£)   Shares
 Bill Smith       15,000       333,333
 Mark Routh       15,000       333,333
 Andrew Hay       10,000       222,222
 Richard Jameson  25,000       555,556

 

Alasdair Buchanan, the Director who is not participating in the Fundraising
and is therefore classified as an independent director, is satisfied that the
terms of the participation by Heyco Energy and the other three Directors of
the Company are fair and reasonable, having consulted with the Company's
nominated adviser, Strand Hanson Limited, insofar as the Company's
shareholders are concerned in accordance with AIM Rule 13 (Related Party
Transactions).

 

Admission to AIM

 

Application will be made to the London Stock Exchange plc for the admission of
the Placing and Subscription Shares to trading on AIM ("Admission") and it is
expected that Admission will occur at 8.00 a.m. on 3 July 2025 or such later
time and/or date as VSA Capital, H&P and the Company may agree (being in
any event no later than 8.00 a.m. on 31 July 2025).

 

A further announcement will be made in due course in relation to the total
number of voting rights of the Company from the new Ordinary Shares issued
pursuant to the Retail Offer, which it is intended will admit to trading on
the same day as the Placing Shares and the Subscription Shares.

 

* * ENDS * *

 

For further information visit www.prospex.energy (http://www.prospex.energy)
or contact the following:

 

 

 Mark Routh                                     Prospex Energy PLC            Tel: +44 (Tel:+44) (0) 20 7236 1177
 Ritchie Balmer                                 Strand Hanson Limited         Tel: +44 (0) 20 7409 3494

Rory Murphy

                                              (Nominated Adviser)
 David Asquith
 Andrew Monk (Corporate Broking)                VSA Capital Limited           Tel: +44 (0) 20 3005 5000

Andrew Raca / Brian Wong (Corporate Finance)
 Neil Passmore                                  Hannam & Partners             Tel: +44 (0) 20 7907 8500

 Leif Powis
 Ana Ribeiro / Charlotte Page                   St Brides Partners Limited    Tel: +44 (0) 20 7236 1177

 

IMPORTANT NOTICES

 

Notice to Distributors

 

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States and the district of Columbia
(collectively, the "United States").  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 U.S. Securities Act
of 1933, as amended, 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.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within 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 Placing
Shares have been subject to a product approval process, which has determined
that the Placing 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 chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in Placing
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 UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Bookrunner will only
procure investors who meet the criteria of professional clients and eligible
counterparties.

 

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of chapters 9A or 10A respectively of the 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 Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the 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 and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the European
Parliament, as they form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended; 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 Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors who do not need a guaranteed income or capital protection 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 "Target Market Assessment"). The Ordinary Shares are not appropriate for
a target market of investors whose objectives include no capital loss.
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital projection,
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 Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, VSA Capital Limited ("VSA") and Hannam &
Partners Limited ("H&P") will only procure investors who meet the criteria
of professional clients and eligible counterparties. For the avoidance of
doubt, the 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 Ordinary
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.

 

Forward Looking Statements

 

This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Directors' beliefs or current expectations.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this Announcement.

 

Notice to overseas persons

 

This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.

 

This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States, Australia,
Canada, Japan or the Republic of South Africa or any jurisdiction into which
the publication or distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell or issue or
the solicitation of an offer to buy or acquire shares in the capital of the
Company in the United States, Australia, Canada, Japan,  the Republic of
South Africa or any jurisdiction in which such offer or solicitation would be
unlawful or require preparation of any prospectus or other offer documentation
or would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction.  Persons
into whose possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions.

 

General

 

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) or any previous Announcement made by the Company is
incorporated into, or forms part of, this announcement.

 

This Announcement has been issued by, and is the sole responsibility of, the
Company.

 

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated by
the FCA in the United Kingdom, is acting as Nominated Adviser to the Company
in connection with the Placing and Subscription. Strand Hanson will not be
responsible for providing advice to any other person in connection with the
Placing, the Subscription or any acquisition of shares in the Company. Strand
Hanson has not authorised the contents of, or any part of, this announcement,
no representation or warranty, express or implied, is made by Strand Hanson in
respect of such contents, and no liability whatsoever is accepted by Strand
Hanson for the accuracy of any information or opinions contained in
this Announcement or for the omission of any material information, save that
nothing shall limit the liability of Strand Hanson for its own fraud. Strand
Hanson's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any Director or to any other person.

 

VSA Capital and H&P, which are authorised and regulated by the FCA in the
United Kingdom, are acting as joint Brokers to the Company in connection with
the Placing and the Subscription. Neither VSA Capital nor H&P will be
responsible to any person other than the Company for providing the protections
afforded to their clients or for providing advice to any other person in
connection with the Placing, the Subscription or any acquisition of shares in
the Company.  Neither VSA Capital nor H&P are making any representation
or warranty, express or implied, as to the contents of this Announcement.
Neither VSA Capital nor H&P have authorised the contents of, or any part
of, this Announcement, and no liability whatsoever is accepted by them for the
accuracy of any information, or opinions contained in this Announcement or for
the omission of any material information, save that nothing shall limit the
liability of VSA Capital or H&P for their own fraud.

 

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that the earnings
per share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.

 

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Each investor or
prospective investor should conduct his, her or its own investigation,
analysis and evaluation of the business and data described in this
Announcement and publicly available information.

 

The new Ordinary Shares will not be admitted to trading on any stock exchange
other than the AIM market of the London Stock Exchange.

 

The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.

 

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