REG - Rockhopper Exp plc - Results of Placing and Subscription
16/06/2022 07:00
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RNS Number : 1106P Rockhopper Exploration plc 16 June 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, RUSSIA OR THE REPUBLIC OF SOUTH AFRICA, NOR IS IT TO BE
TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN
OF ANY SUCH COUNTRIES OR OF ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR
REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE
FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR)
ORDINARY SHARES TO ANY PERSON. IN PARTICULAR, THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO ANY PERSON WITH
A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR
OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").
All defined and capitalised terms have the same meaning as set out in the
Company's announcement on 15 June 2022 at 4.45pm.
16 June 2022
Rockhopper Exploration Plc
Results of Placing and Subscription
Rockhopper Exploration plc (AIM: RKH), the oil and gas exploration and
production company with key interests in the North Falkland Basin, today
announces the results of the Placing and Subscription which was announced
yesterday.
The Company has raised aggregate gross proceeds of US$7 million (£5.75
million) through the successful Placing of, and Subscription for 82,182,776
Units in each case at the Issue Price of 7 pence per Unit. Each Unit comprises
one New Ordinary Share and, for every two New Ordinary Shares subscribed for,
one Warrant. This will result in the issue (subject to First Admission) of
82,182,776 New Ordinary Shares, and 41,091,388 Warrants.
The Issue Price of 7 pence represents a discount of 12.5 per cent. to the
closing price on 14 June 2022, the last trading day prior to the announcement
of the Capital Raise.
Canaccord Genuity and Peel Hunt acted as Joint Bookrunners in respect of the
Placing.
The Placing was oversubscribed and the Company, having taken into account the
strong support received from existing and new investors, decided to increase
the size of the Placing. The additional funds raised in the Placing will be
applied towards extending the Company's working capital beyond 12 months and
supporting the Company through the period of the anticipated Sea Lion licence
extension.
Application will be made to the London Stock Exchange for the 82,182,776 New
Ordinary Shares to be admitted to trading on AIM. Subject, amongst other
things, to the satisfaction or waiver of the conditions of the Placing
Agreement, it is expected that First Admission will take place and dealings in
the New Ordinary Shares will commence on AIM on or around 8.00 a.m. on 20 June
2022. The New Ordinary Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary Shares at that
time.
The Warrants will not be admitted to trading on AIM or on any other stock
exchange. The Warrants are capable of being settled in CREST. It is currently
intended that settlement of Warrants via CREST will be on the same timetable
as settlement of the Placing Shares and Subscription Shares.
Immediately following First Admission, the Company's issued share capital will
be 540,664,893 Ordinary Shares, with each share carrying the right to one
vote. The Company does not hold any Ordinary Shares in treasury. The total
voting rights figure immediately following Admission, of 540,664,893 may be
used by shareholders (and others with notification obligations) as the
denominator for the calculations by which they will determine whether they are
required to notify their interest in, or a change to their interest in, the
Company under the Disclosure Guidance and Transparency Rules.
The Company considers it important that existing Shareholders who are not able
to take part in the Placing or the Subscription are given an opportunity to
participate in the Capital Raising. The Company is therefore providing
Qualifying Shareholders with the opportunity to subscribe at the Issue Price
pursuant to an Open Offer, to raise gross proceeds of up to approximately US$5
million (approximately £4.1 million) if fully taken-up. The Open Offer will
include an excess application facility to enable Qualifying Shareholders to
apply for additional Units in excess of their entitlements under the Open
Offer. Details of the Open Offer and the action to be taken by Qualifying
Shareholders to subscribe for Units under the Open Offer will be set out in
the Circular, which will be sent to Shareholders shortly.
Directors' participation
Pursuant to the Subscription, the following Directors have agreed to subscribe
for the following Units comprising Subscription Shares and Warrants
Number of Ordinary Shares held before the Subscription Number of Subscription Shares being subscribed for Resultant shareholding after the Subscription Percentage of Ordinary Shares on Admission Number of Warrants held after the Subscription
Director
Keith Lough 228,515 428,570 657,085 0.12% 214,285
Alison Baker 70,000 142,856 212,856 0.04% 71,428
John Summers 318,329 142,856 461,185 0.09% 71,428
Sam Moody 2,570,729 1,428,570 3,999,299 0.74% 714,285
Total 2,142,852
Sam Moody, CEO of Rockhopper Exploration, said:
"We are delighted to receive such strong support in this process from both
existing and new investors and look forward to using the proceeds to progress
Sea Lion as we work closely with Navitas to move the project forward - we
believe it is a clear endorsement of the potential value within Sea Lion and
the strength of our new partnership with Navitas. We would encourage retail
investors to participate in the Open Offer following such strong support from
the market for this fundraising."
Further information:
Enquiries:
Rockhopper Exploration plc
Sam Moody - Chief Executive Officer
Tel. +44 (0) 20 7390 0234 (via Vigo Consulting)
Canaccord Genuity Limited (NOMAD and Joint Broker)
Henry Fitzgerald-O'Connor/Gordon Hamilton
Tel. +44 (0) 20 7523 8000
Peel Hunt LLP (Joint Broker)
Richard Crichton/Alexander Allen
Tel. +44 (0) 20 7418 8900
Vigo Consulting
Patrick d'Ancona/Ben Simons/Kendall Hill
Tel. +44 (0) 20 7390 0234
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Keith Lough
2 Reason for the notification
a) Position/status Non-Executive Chairman
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Rockhopper Exploration Plc
b) LEI 213800IPXW6XRLVCL581
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
Shares
Ordinary shares of 1 pence each fully paid
ISIN: GB00B0FVQX23
Warrants
Ordinary Shares and exercisable at a price of 9 pence per Ordinary Share
during the Warrant Exercise Period
ISIN: GB00BMXN0871
b) Nature of the transaction Subscriber in the Capital Raising
c) Price(s) and volumes(s) Price(s) Volume(s)
7p 428,570
0p 214,285
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 16 June 2022
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Alison Baker
2 Reason for the notification
a) Position/status Senior Independent Director
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Rockhopper Exploration Plc
b) LEI 213800IPXW6XRLVCL581
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
Shares
Ordinary shares of 1 pence each fully paid
ISIN: GB00B0FVQX23
Warrants
Ordinary Shares and exercisable at a price of 9 pence per Ordinary Share
during the Warrant Exercise Period
ISIN: GB00BMXN0871
b) Nature of the transaction Subscriber in the Capital Raising
c) Price(s) and volumes(s) Price(s) Price(s) and volumes(s)
7p 142,856
0p 71,428
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 16 June 2022
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name John Summers
2 Reason for the notification
a) Position/status 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 Rockhopper Exploration Plc
b) LEI 213800IPXW6XRLVCL581
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
Shares
Ordinary shares of 1 pence each fully paid
ISIN: GB00B0FVQX23
Warrants
Ordinary Shares and exercisable at a price of 9 pence per Ordinary Share
during the Warrant Exercise Period
ISIN: GB00BMXN0871
b) Nature of the transaction Subscriber in the Capital Raising
c) Price(s) and volumes(s) Price(s) Price(s) and volumes(s)
7p 142,856
0p 71,428
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 16 June 2022
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Sam Moody
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Rockhopper Exploration Plc
b) LEI 213800IPXW6XRLVCL581
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
Shares
Ordinary shares of 1 pence each fully paid
ISIN: GB00B0FVQX23
Warrants
Ordinary Shares and exercisable at a price of 9 pence per Ordinary Share
during the Warrant Exercise Period
ISIN: GB00BMXN0871
b) Nature of the transaction Subscriber in the Capital Raising
c) Price(s) and volumes(s) Price(s) Price(s) and volumes(s)
7p 1,428,570
0p 714,285
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 16 June 2022
f) Place of the transaction Outside of a trading venue
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("EU QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129; (B) IF IN THE UNITED
KINGDOM, PERSONS WHO (I) ARE "INVESTMENT PROFESSIONALS" SPECIFIED IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (THE "ORDER") AND/OR (II) FALL WITHIN ARTICLE 49(2)(A)
TO (D) OF THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE ARTICLES
HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED) AND, IN EACH CASE, WHO
ARE ALSO QUALIFIED INVESTORS (WITH PERSONS FALLING IN THIS PART (B) BEING "UK
QUALIFIED INVESTORS" AND, TOGETHER WITH EU QUALIFIED INVESTORS, "QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2 OF THE EU PROSPECTUS REGULATION AS
AMENDED AND TRANSPOSED INTO THE LAWS OF THE UNITED KINGDOM PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND THE EUROPEAN UNION (WITHDRAWAL
AGREEMENT) ACT 2020 (THE "UK PROSPECTUS REGULATION"); OR ; OR (C) PERSONS TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN ROCKHOPPER EXPLORATION PLC.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND THEY WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. NO PUBLIC OFFERING OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT
IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS, FINANCIAL AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE UNITS.
THE PRICE OF ORDINARY SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS
WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A
DISPOSAL OF THEIR SHARES.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or the issue of
the Unit in certain jurisdictions may be restricted by law. No action has been
taken by the Company or the Joint Bookrunners or any of their respective
affiliates, agents, directors, officers or employees that would permit an
offer of such securities or possession or distribution of this Announcement or
any other offering or publicity material relating to such securities in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required to inform themselves about and
to observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the District
of Columbia (the "United States" or the "US")), Australia, Canada, Japan, New
Zealand or the Republic of South Africa or any other jurisdiction in which the
same would be unlawful. No public offering of the New Ordinary Shares or the
Additional Subscription Shares is being made in any jurisdiction.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act
2000, as amended ("FSMA") by Canaccord or any other person authorised under
FSMA. This Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of FSMA
does not apply or otherwise falls within a relevant exemption. No prospectus
will be made available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with the
Prospectus Regulation) to be published. Persons needing advice should
consult an independent financial adviser.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions, the effects
of continued volatility in credit markets, market-related risks such as
changes in the price of commodities or changes in interest rates and foreign
exchange rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of standards and
interpretations under International Financial Reporting Standards ("IFRS")
applicable to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the outcome of
pending and future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions and the
impact of competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may differ
materially from the plans, goals, and expectations set forth in the Company's
forward-looking statements. You should not place undue reliance on
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by the FCA, the London Stock Exchange or applicable
law, the Company expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
in this Announcement to reflect any changes in the Company's expectations with
regard thereto or any changes in events, conditions or circumstances on which
any such statement is based.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Units. Any investment decision to buy such securities in the
Placing must be made solely on the basis of information contained in this
Announcement.
Canaccord, which is authorised and regulated in the United Kingdom by the FCA,
is acting as nominated adviser and joint bookrunner for the Company and for
no-one else in connection with the Capital Raising, and Canaccord will not be
responsible to anyone other than the Company for providing the protections
afforded to its customers or for providing advice to any other person in
relation to the Capital Raising or any other matter referred to herein.
Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA,
is acting as joint bookrunner for the Company and for no-one else in
connection with the Capital Raising, and Peel Hunt will not be responsible to
anyone other than the Company for providing the protections afforded to its
customers or for providing advice to any other person in relation to the
Capital Raising or any other matter referred to herein.
The responsibilities of Canaccord as the Company's Nominated Adviser under the
AIM Rules for Companies and 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 shareholder of the Company or any other person, in respect of its
decision to acquire shares in the capital of the Company in reliance on any
part of this Announcement, or otherwise.
No statement in this Announcement or in any previous announcement or in any
previous presentation issued by the Company was or is intended to be a profit
forecast or estimate, and no statement in this Announcement nor in any
previous announcement or in any previous presentation issued by the Company
should be interpreted to mean that 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.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Joint Bookrunners (apart from the responsibilities or
liabilities that may be imposed by the FSMA or other regulatory regime
established thereunder) or by any of their respective affiliates or agents as
to or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly
disclaimed.
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