REG - Prospex Energy PLC - Result of Oversubscribed WRAP Retail Offer

Prospex EnergyAnnouncement

08/08/2024 07:00

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RNS Number : 6330Z  Prospex Energy PLC  08 August 2024

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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.

 

8 August 2024

 

Prospex Energy plc

 

("Prospex Energy" or the "Company")

 

Result of Oversubscribed WRAP Retail Offer and TVR

 

PDMR Notifications

 

Prospex Energy plc (AIM:PXEN), the investment company focused on European gas
and power projects, is pleased to confirm, further to the announcement made at
6:10pm on Monday 5 August 2024 (the "Retail Offer Announcement"), the result
of the Company's Placing, Subscription and WRAP Retail Offer (together, the
"Fundraise") at the Issue Price of 6 pence per share.  Terms defined in the
Retail Offer Announcement have the same meanings in this announcement.

 

The Company has raised aggregate gross proceeds of £859,323.60 pursuant to
the WRAP Retail Offer, which has been significantly oversubscribed, alongside
the previously announced Placing and Subscription.  Accordingly, the Company
will issue a total of 14,322,060 new Ordinary Shares at the Issue Price
pursuant to the WRAP Retail Offer.

 

In total, the Placing, Subscription and WRAP Retail Offer have raised, in
aggregate, gross proceeds of approximately £4.20 million for the Company, via
the Placing and Subscription of 55,633,333 Placing and Subscription Shares and
the 14,322,060 WRAP Retail Offer Shares, amounting in aggregate to the issue
of 69,955,393 new Ordinary Shares.

 

The gross proceeds from the Fundraise will enable Prospex to acquire 7.5% of
HEI.  This increased share has been made feasible from the success of the
oversubscribed WRAP Retail Offer.

 

Admission and Total Voting Rights

The WRAP Retail Offer Shares will be issued free of all liens, charges and
encumbrances and will, on Admission, rank pari passu in all respects with the
new Ordinary Shares to be issued pursuant to the Placing, the Subscription and
the Company's existing Ordinary Shares.

 

Application will be made for the 14,322,060 WRAP Retail Offer Shares to be
admitted to trading on AIM.  Admission is expected to become effective on
Monday 12 August 2024, being the same admission date as the Placing and
Subscription Shares.

 

Upon Admission of the Placing and Subscription Shares and the WRAP Retail
Offer Shares, the Company will have 402,539,928 ordinary shares of 0.1p each
in issue, each with one voting right.  There are no shares held in treasury.
Therefore, the Company's total number of ordinary shares in issue and voting
rights will be 402,539,928 and this figure may be used by shareholders from
Admission as the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and Transparency
Rules.

 

Director shareholdings

 

As a result of the increased share capital of the Company, the Directors'
shareholdings following Admission will be as follows:

 

 Director/PDMR      Position                 New Ordinary Shares being subscribed for  Total Ordinary Shares held on Admission  Percentage of enlarged share capital on Admission
 Mark Routh         Chief Executive Officer  -                                         2,639,960                                0.66%
 Bill Smith         Non-Executive Chairman   416,666                                   8,081,010                                2.01%
 Alasdair Buchanan  Non-Executive Director   416,666                                   5,059,172                                1.26%
 Andrew Hay         Non-Executive Director   333,333                                   333,333                                  0.08%

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         1.    Bill Smith

                                                                  2.    Alasdair Buchanan

                                                                  3.    Andrew Hay
 2.  Reason for the Notification
 a)  Position/status                                              1.    Non-Executive Chairman

                                                                  2.    Non-Executive Director

                                                                  3.    Non-Executive Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Prospex Energy Plc
 b)  LEI                                                          213800NY9RH8O1B72D27
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
     where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Ordinary shares of 0.1p each in the share capital of the Prospex Energy plc
     Identification code                                          GB00BMFZVZ53
 b)  Nature of the Transaction                                    Purchase of Ordinary Shares
 c)  Price(s) and volume(s)                                       Prices              Volumes
                                                                  1.    6 pence       416,666
                                                                  2.    6 pence       416,666
                                                                  3.    6 pence       333,333
 d)  Aggregated information                                       N/A (Single Transaction)

     Aggregated volume Price
 e)  Date of the transaction                                      8 August 2024
 f)  Place of the transaction                                     AIM

d)

Aggregated information

Aggregated volume Price

N/A (Single Transaction)

e)

Date of the transaction

8 August 2024

f)

Place of the transaction

AIM

 

 

HEYCO Shareholding

 

As a result of HEYCO subscribing for 41,666,668 new Ordinary Shares in the
Fundraise, HEYCO Energy Group Inc. will, following Admission, hold 10.35% of
the Company's issued share capital.

 

 

Mark Routh, Prospex's CEO, commented on the Fundraise:

 

"In the face of challenging market conditions this week, we are thrilled to
have successfully raised a total of approximately £4.20 million from our
recent fundraise.  This is a testament to the immense potential of the Viura
gas field in northern Spain, to increase significantly Prospex's booked gas
reserves, gas production and cashflow.  The success of the Retail Offer and
it being significantly oversubscribed enables us to acquire 7.5% of the Viura
asset which provides us with a meaningful stake in a producing field with
plenty of upside.  The development well Viura 1B is currently being drilled
and is expected to reach the reservoir target within weeks.  I look forward
to updating shareholders with the results from that well as soon as we have
them.  Two additional development wells are scheduled for 2025/2026.

 

"Viura, is one of three onshore gas fields in Spain.  El Romeral, in which
Prospex has a 49.9% working interest, is another, making Prospex a leading gas
producer in Spain.  We believe that the production of gas will continue to
play a key part in the global energy mix, particularly if we are to avoid
another energy crisis.  Our mission is to work with partners to deliver
reliable and sustainable energy solutions, whilst driving shareholder value.
To this end, I am encouraged and very grateful for the support of our existing
shareholders especially though the oversubscribed WRAP Retail Offer and would
like to take the opportunity to welcome our new shareholders."

For further information, please contact:

 

 

 Mark Routh                                        Prospex Energy PLC                  Tel: +44 (0) 20 7236 1177
 Joe Winkley                                       Winterflood Retail Access Platform  WRAP@winterflood.com

 Sophia Bechev                                                                         +44(0) 20 3100 0286

 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 / Tommy Jackson (Corporate Finance)
 Ana Ribeiro / Charlotte Page                      St Brides Partners Limited          Tel: +44 (0) 20 7236 1177

 

 

Further information on the Company can be found on its website at
prospex.energy.

 

The Company's LEI is 213800NY9RH8O1B72D27.

 

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, which has been prepared by and is the sole
responsibility 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, 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.

 

The WRAP Retail Offer 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. No public
offering of the WRAP Retail Offer Shares is being made in the United States.
The WRAP Retail Offer 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 ("Regulation S") to non-US persons
(within the meaning of Regulation S). 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 WRAP Retail Offer 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.

 

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.

 

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.

 

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 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 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).

VSA Capital Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting as sole broker to the Company in connection with the
Placing and Subscription. VSA Capital Limited will not be responsible to any
person other than the Company for providing the protections afforded to
clients of VSA Capital Limited or for providing advice to any other person in
connection with the Fundraise. VSA Capital Limited has not authorised the
contents of, or any part of, this announcement, and no liability whatsoever is
accepted by VSA Capital Limited for the accuracy of any information or
opinions contained in this announcement or for the omission of any material
information.

Strand Hanson is authorised and regulated by the FCA in the United Kingdom and
is acting as Nominated Adviser exclusively for the Company and no one else in
connection with the Placing and Subscription and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing and Subscription or
any other matters referred to in this Announcement. 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.

 

 

 

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