REG - Prospex Energy PLC - Result of Retail Offer and Additional Subscription
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RNS Number : 8643O Prospex Energy PLC 30 June 2025
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.
30 June 2025
Prospex Energy plc
("Prospex Energy" or the "Company")
Result of WRAP Retail Offer, Additional Subscription
PDMR Notifications
and
Total Voting Rights
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
7.01am on Wednesday 25 June 2025 (the "Retail Offer Announcement"), the result
of the Company's Placing, Subscription and WRAP Retail Offer (together, the
"Fundraise") at the Issue Price of 4.5 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 £137,009 pursuant to the
WRAP Retail Offer, alongside the previously announced Placing and
Subscription. Accordingly, the Company will issue a total of 3,044,638 new
Ordinary Shares at the Issue Price pursuant to the WRAP Retail Offer.
In addition, as a result of market demand, the Company has raised a further
£9,000 through the issue of 200,000 new Ordinary Shares by way of a direct
subscription ("Additional Subscription") with the Company.
The Placing, Subscription, WRAP Retail Offer and Additional Subscription have
raised, in aggregate, gross proceeds of approximately £1.2 million for the
Company, through the issue of 26,170,193 new Ordinary Shares in aggregate.
The gross proceeds from the Fundraise have bolstered the Company's cash
reserves. Prospex will be covering the cash call for the ongoing workover of
the Viura-1B well in northern Spain and looks forward to advising shareholders
when production resumes.
Mark Routh, Prospex's CEO, commented on the Fundraise:
"We are delighted with this Fundraise, and I would like to give my thanks to
all of our investors. The support received, which led to both the Placing
and Subscriptions being oversubscribed and an Additional Subscription being
added, is testament to the value prospects of our company. Our portfolio of
producing European assets combined with our defined development strategy to
add new wells and expand into new jurisdictions, provides tangible value which
we are ready to unlock. Board members and senior management have
participated in this Fundraise and we are committed to delivering on our
growth strategy and maintaining our highly active pace in order to build
Prospex into a mid-tier energy producing group in Europe for the benefit of
all stakeholders."
Admission and Total Voting Rights
The WRAP Retail Offer Shares and the new Ordinary Shares to be issued pursuant
to the Additional Subscription ("Additional Subscription 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 3,044,638 WRAP Retail Offer Shares and the
200,000 Additional Subscription Shares to be admitted to trading on AIM on
Monday 30 June 2025. Admission is expected to become effective at 8.00 a.m.
on 3 July 2025, which is the same time as the admission of the Placing Shares
and Subscription Shares is scheduled to take effect.
Upon Admission of the Placing Shares, the Subscription Shares, the WRAP Retail
Offer Shares and the Additional Subscription Shares, the Company will have
428,710,121 ordinary shares of 0.1p each in issue, each with one voting
right. 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 / PDMR shareholdings
As a result of the increased share capital of the Company, the Director/PDMR
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 333,333 2,972,662 0.69%
Bill Smith* Non-Executive Chairman 333,333 8,414,343 1.96%
Alasdair Buchanan* Non-Executive Director - 5,059,172 1.18%
Andrew Hay* Non-Executive Director 222,222 555,555 0.13%
Grant Glanfield# Head of Finance - 11,115,108 2.59%
Richard Jameson# Chief Operating Officer 555,556 10,313,222 2.41%
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1. Mark Routh
2. Bill Smith
3. Andrew Hay
4. Richard Jameson
2. Reason for the Notification
a) Position/status 1. Chief Executive
2. Non-Executive Chairman
3. Non-Executive Director
4. Chief Operating Officer
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. 4.5 pence 333,333
2. 4.5 pence 333,333
3. 4.5 pence 222,222
4. 4.5 pence 555,556
d) Aggregated information N/A (Single Transaction)
Aggregated volume Price
e) Date of the transaction 30 June 2025
f) Place of the transaction AIM
d)
Aggregated information
Aggregated volume Price
N/A (Single Transaction)
e)
Date of the transaction
30 June 2025
f)
Place of the transaction
AIM
HEYCO Shareholding
As a result of HEYCO subscribing for 4,500,000 new Ordinary Shares in the
Fundraise, HEYCO Energy Group, Inc. will, following Admission, hold 46,166,668
Ordinary Shares equivalent to 10.77% of the Company's enlarged share capital
following the Fundraise.
For further information, please contact:
Mark Routh Prospex Energy PLC Tel: +44 (0) 20 7236 1177
Kaitlan Billings 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 / Brian Wong (Corporate Finance)
Neil Passmore/Leif Powis Hannam & Partners Tel:+44 (0) 20 7907 8500
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
www.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.
H&P, which is authorised and regulated by the FCA in the United Kingdom,
is acting as joint Broker to the Company in connection with the Placing and
the Subscription. H&P will not be responsible to any person other than the
Company for providing the protections afforded to clients of H&P or for
providing advice to any other person in connection with the Placing, the
Subscription or any other acquisition of shares in the Company. H&P is not
making any representation or warranty, express or implied, as to the contents
of this Announcement. H&P has not authorised the contents of, or any part
of, this Announcement, and no liability whatsoever is accepted by H&P 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 H&P for its own fraud.
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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