REG - Red Capital PLC - Proposed Fundraise and Strategic Transition

Red CapitalAnnouncement

27/04/2026 07:00

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RNS Number : 9223B  Red Capital PLC  27 April 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

27 April 2026

RED CAPITAL PLC

Proposed Fundraise, Strategic Transition to Apertura Energy Plc, Proposed
Directorate Changes

and

Intention to Convene a General Meeting

Red Capital Plc (LSE: REDC, "Red Capital" or the "Company"), the Main Market
listed acquisition company, is pleased to announce that it has secured binding
funding commitments of £1.6 million ("Proposed Fundraise"), in conjunction
with a proposed change of acquisition and investment strategy of the Company.

Since listing in 2021, the Directors have continued to explore a number of
opportunities where they believe there to be opportunities for the creation of
shareholder value across certain sectors of focus including business services
and technology.  During this time, the Directors have also remained open to
attractive investment opportunities outside of the Company's original
investment thesis.

As part of this process, they have identified a compelling opportunity to
partner with a leading management team and strategic investors focused on the
energy sector, that will enable the Company to transition its strategic focus
towards opportunities within Venezuela.

Highlights

·      Proposed placing and unsecured convertible loan note issuance
("CLN") commitments raising £1.6 million in aggregate

·     Proposed appointment of Scott Gilbert as Non-Executive Chairman and
Greig Gilbert as Chief Executive Officer, British-Venezuelan executives,
investors and entrepreneurs with over 35 years' combined experience building
and leading energy and industrial businesses across Latin America and Africa

·   Strategic transition of the Company towards Venezuela, the world's
largest hydrocarbon basin, now reopening to international capital for the
first time in a generation

·     Creates a compelling opportunity to build a portfolio of
Venezuelan energy assets of scale to establish the Company as a leading UK
listed vehicle in the Venezuelan energy sector

·      Proposed change of name to Apertura Energy Plc, and change of
TIDM to "VZLA"

·     Net proceeds raised from the proposed placing and CLN issuance
used to underpin revised strategic focus of identifying and evaluating
Venezuelan energy assets

David Williams, Chairman of Red Capital commented:

"I am delighted to have reached agreement with Scott, Greig and the wider
Apertura team in partnering on this opportunity.  The opening up of the
Venezuelan energy market is tremendously exciting and in Apertura we believe
we have a highly credible team, with critical in-country experience of
operating and growing assets within this sector."

Greig Gilbert, Proposed Chief Executive Officer commented:

"We see an exceptional opportunity to build a leading energy platform in
Venezuela. As the market reopens, it brings renewed demand for capital,
technology, equipment and operational expertise.

I am excited to lead Apertura's strategy through a disciplined buy-and-build
approach, integrating upstream assets with services and infrastructure to
create significant value and reduce execution risk.

With experience in investing in and leading businesses across the energy
sector in Latin America, combined with a deep personal connection to Venezuela
and a family heritage in the country's oil and gas sector spanning three
generations, I am confident in our ability to deliver on this opportunity."

Proposed Fundraise

The Company has received binding commitments from certain strategic investors
to invest £1.6 million in support of the Company's new strategy.  It is
proposed that the £1.6 million is raised in two tranches as follows:

·      £0.75 million through a placing of 7.5 million ordinary shares
of £0.01 par value each in the capital of the Company ("Shares") at a placing
price of 10 pence per Share; £0.15 million will be raised immediately through
existing authorities with £0.6 million subject to a to-be-convened general
meeting of the Company

·      £0.85 million through an unsecured CLN, which shall convert at a
price of 10 pence per Share

The CLN will be at zero coupon, and following the requisite shareholder
approval at a general meeting of the Company as well as the approval by the
Financial Conduct Authority ("FCA") and the Jersey Financial Services
Commission ("JFSC") of a prospectus to be published in due course, will
convert into an additional 8.5 million Shares.

In addition to the Proposed Fundraise, the Company will issue 1:1 warrants
(the "Warrants").  The Warrants will be exercisable in whole in conjunction
with completion of the Company's first investment or acquisition (the
"Inaugural Transaction").  If not exercised at this point, further exercise
windows will occur at the six, twelve and eighteen-month anniversaries of
completion of the Company's Inaugural Transaction.  Any residual Warrants not
exercised during these windows remain available to exercise up to expiry of
the Warrants, being April 2031. The Warrants will be exercisable at a price of
10 pence per Share.

Further, it is proposed that the incoming management team of Scott Gilbert and
Greig Gilbert ("Incoming Management") will subscribe for 3 million Shares in
aggregate at nominal value ("Management Equity"), which shall also have 1:1
Warrants.

On the basis the Proposed Fundraise of £1.6 million completes following the
passing of the requisite resolutions at a general meeting of the Company, as
well as FCA and JFSC approval of a prospectus, a total of 19 million Shares
will be issued alongside 19 million Warrants.

Apertura Energy and the Venezuelan energy sector

Venezuela holds the world's largest proven hydrocarbon reserves and a
significant base of related energy infrastructure. Incoming Management believe
that decades of under-investment, the departure of international operators,
sanctions and operational decline have left a broad range of energy assets -
upstream licenses, drilling and production infrastructure, midstream
capability and related services - operating materially below their potential,
with critical equipment, services capacity and technical capabilities having
also been significantly reduced over time.

As the regulatory landscape evolves and international capital begins to
re-engage with the country, the Directors and Incoming Management believe a
generational opportunity exists to acquire high-quality Venezuelan energy
assets at attractive valuations relative to their long-term intrinsic value,
and to rehabilitate them using modern operating practices and targeted capital
expenditure. In addition to capital deployment, this will require the
restoration of in-country capabilities, including equipment, services and
operational infrastructure. The gap between current activity levels and
historic capacity represents, in Incoming Management's view, one of the most
compelling risk-adjusted opportunities in the global energy sector today.

The Company intends to pursue its new strategy through a disciplined
buy-and-build strategy, built on four pillars:

Quality energy assets - targeting a broad range of Venezuelan energy
opportunities, including upstream interests, drilling and production
infrastructure, drilling and well intervention capabilities, midstream
capability and other related services, with existing capability and near-term
value-unlock potential

Operational restoration - applying established industry practices and
in-county operational expertise to rehabilitate under-invested assets and
unlock embedded value

Local partnership - working alongside Venezuelan counterparties and the
relevant authorities to ensure assets are developed within the regulatory
framework

Disciplined capital allocation - pursuing acquisitions where risk-adjusted
returns materially exceed the Company's cost of capital, and returning capital
to shareholders where appropriate

In conjunction with the Company's change in strategy, it is proposed that the
Company will undergo a name change to Apertura Energy Plc with the Company's
TIDM changing to "VZLA".  Both changes are anticipated to take effect
following passing of the requisite resolutions by shareholders at a general
meeting of the Company.

Directorate change

As part of the Company's change in strategy and transition to the Venezuelan
energy sector, it is proposed that Scott Gilbert is appointed to the Board as
Non-Executive Chairman, and Greig Gilbert as Chief Executive Officer.

Simon Webster will step down from the Board as Non-Executive Director with
David Williams moving from Non-Executive Chairman to Non-Executive Director to
continue to work with Scott and Greig in the delivery of the Company's new
strategy.  It is anticipated that the directorate changes will take effect
following approval of the Proposed Fundraise at the Company's general meeting.

In addition, the Company is in advanced discussions regarding the appointment
of further Non-Executive Directors with deep Venezuelan energy and regulatory
expertise. Further announcements regarding these proposed appointments will be
made in due course.

Information pertaining to Scott Gilbert

Scott Gilbert is a British-Venezuelan investor, executive and entrepreneur. He
is Chief Executive Officer of Corcel Plc (AIM: CRCL), an Africa and Latin
America-focused oil & gas exploration and production company, and a
co-founder of Group de Clermont Ltd, a family-owned investment holding company
with interests in the energy sector across Africa and Latin America. Scott is
also a co-founder and Non-Executive Director of AOT International Ltd and a
Non-Executive Director of Conterp Group Plc. He brings almost 20 years of
international oil and gas experience covering technical, commercial, M&A,
leadership and executive roles.

Information pertaining to Greig Gilbert

Greig Gilbert is a British-Venezuelan investor, executive and entrepreneur. He
is a co-founder of Group de Clermont, and currently serves as Chief Executive
Officer of Conterp Group Plc, a leading onshore drilling and well intervention
company with over 700 employees in Brazil and operations expanding across
Latin America. Greig is also a co-founder and Non-Executive Director of AOT
International Ltd, an oilfield technology company providing products and
services to major exploration and production companies globally. He brings
over 15 years of international business experience spanning manufacturing,
commercial, M&A, corporate finance and executive leadership.

Intention to Convene a General Meeting

Completion of the Proposed Fundraise and change of the Company's name remain
conditional on approval by shareholders of the Company of the requisite
resolutions at a general meeting.  In addition, at the general meeting,
shareholders will be asked to consider and approve certain amendments to the
Company's memorandum and articles of association ("M&A") to increase the
authorised share capital of the Company and incorporate provisions required by
UKLR 13.2.1R(1) that the Company complete an initial transaction on or before
30 July 2027, otherwise it will cease operations.

Accordingly, the Company will be posting a notice convening a general meeting
shortly, to be held at the Company's premises at 28 Esplanade, St. Helier,
Channel Islands, Jersey JE2 3QA (the "General Meeting").

A copy of the notice of General Meeting and proposed new M&A will be
available on the Company's website at:
https://www.redcapitalplc.com/investors/
(https://www.redcapitalplc.com/investors/) once the notice has been posted.

The Company will make further announcements in due course.

Inside Information

 

This announcement contains inside information as defined in Regulation (EU)
No. 596/2014 on market abuse which is part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("MAR") and is made in accordance with
the Company's obligations under article 17 of MAR. The person responsible for
arranging the release of this announcement on behalf of Red Capital is David
Williams, Chairman of Red Capital.

 

Enquiries:

 

 Tessera Investment Management Limited    Tony Morris  Tel: 07742 189145

 (Strategic Adviser to Red Capital Plc)

 

 

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