REG - Serinus Energy PLC - Result of Placing, Subscription and Retail Offer

Serinus EnergyAnnouncement

17/12/2024 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241217:nRSQ3072Qa&default-theme=true

RNS Number : 3072Q  Serinus Energy PLC  17 December 2024

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 THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
SERINUS ENERGY PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF SERNIUS ENERGY PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR").

17 December 2024

Press Release

Final Result of Placing, Subscription and Retail Offer to raise £0.67m and
Notice of General Meeting

Jersey, Channel Islands, 17 December 2024 Serinus Energy plc ("Serinus", "SEN"
or the "Company") (AIM:SENX, WSE:SEN) is pleased to announce that, further to
the announcement made on 13 December 2024 regarding the proposed Retail Offer
(the "Retail Offer Announcement"), and following the closing of the Retail
Offer on 16 December 2024, 152,040 Retail Offer Shares will be issued at 2.5
pence per Retail Offer Share, all participants of the Retail Offer were
allocated 100% of their order.

Capitalised terms not defined in this announcement (this "Announcement") have
the meanings given to them in the Retail Offer Announcement.

The Retail Offer is conditional upon, amongst other things, completion of the
Placing and the Retail Offer Shares being admitted to trading on AIM, subject
to passing of the Resolution at the General Meeting at 11.00 a.m. on 9 January
2025.

Subscription

In addition to the Placing and the Retail Offer, the Chairman of the Company,
Łukasz Rędziniak, has subscribed for 400,000 Ordinary Shares (the
"Subscription Shares") at 2.5 pence per share (the "Subscription" and together
with the Placing and Retail Offer, the "Fundraise") in the Company.

Directors' participation in the Fundraise

The Directors of the Company have subscribed for a total of 1,200,000 new
Ordinary Shares as part of the Fundraise as set out below:

 Director            Number of Fundraise Shares  Shareholding following the Fundraise  % shareholding following the Fundraise
 Jeffrey Auld        800,000                     5,792,954                             3.92%
 Łukasz Rędziniak    400,000                     702,000                               0.47%
 Total               1,200,000                   6,494,954                             4.39%

Fundraise

Following the close of the Retail Offer, the Company has raised a total of
£0.67 million (before commissions and expenses) with institutional and other
investors of 26,289,101 Placing Shares in aggregate, 400,000 Subscription
Shares and 152,040 Retail Offer Shares (together the "Fundraise Shares") at
the Issue Price of 2.5 pence per Fundraise Share. Xtellus, a substantial
shareholder of the Company for the purposes of the AIM Rules, has subscribed
for 20,350,000 Placing Shares.

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the 26,841,141
Fundraise Shares to be admitted to trading on AIM. Admission is expected to
take place at 8.00 a.m. on 10 January 2025 and dealings in the Fundraise
Shares are expected to commence at 8.00 a.m. on 10 January 2025 or, in each
case, such later time and/or date as the Bookrunner and the Company agree
(being in any event no later than 8.00 a.m. on 31 January 2025).

The Fundraise Shares, when issued, will be credited as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.

Following Admission, the total number of Ordinary Shares and voting rights in
the Company will be 147,794,571. The Company does not hold any shares in
treasury. The above figure may be used by Shareholders 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 share capital of the
Company under the FCA's Disclosure and Transparency Rules.

Notice of General Meeting

A circular explaining the background to and reasons for the Fundraise and
containing the Notice of General Meeting, which will take place at 11.00 a.m.
on 9 January 2025, is expected to be posted to shareholders on 19 December
2025. A copy of the Circular and Notice of General Meeting will thereafter be
made available on the Company's website: www.serinusenergy.com.The further
terms and conditions of the Placing are set out in the Company's announcement
on 13 December 2024 "Placing and Retail Offer to conditionally raise up to
£1.0 million".

About Serinus

Serinus is an international upstream oil and gas exploration and production
company that owns and operates projects in Tunisia and Romania.

For further information, please refer to the Serinus website
(www.serinusenergy.com) or contact the following:

 Serinus Energy plc                                                   +44 204 541 7859

 Jeffrey Auld, Chief Executive Officer

 Calvin Brackman, Vice President, External Relations & Strategy

 Shore Capital (Nominated Adviser & Broker)

 Toby Gibbs                                                           +44 207 408 4090

 Lucy Bowden

 

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.

The ISIN number of the Fundraise Shares is JE00BNNMKT29. The TIDM is SENX.

Important Notices

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, to US persons or into 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, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so would constitute a breach of the relevant securities laws of such
jurisdiction.

The 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 or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The 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. 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 Retail Offer Shares in the
United States, Australia, Canada, 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.

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.

Shore Capital Stockbrokers Limited ("SCS") is authorised and regulated in the
United Kingdom by the FCA, 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 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
Retail Offer, Admission and the other arrangements referred to in this
Announcement.

The value of the Ordinary Shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency 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. Each
of the Company and the Banks expressly disclaims 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 FCA,
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 the Banks nor any of their
respective 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. Each of the Banks and their respective affiliates, accordingly
disclaims all and any liability whether arising in tort, contract or otherwise
which it 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 or estimate 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 Retail Offer Shares to be issued pursuant to the Retail Offer will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

INFORMATION TO DISTRIBUTORS

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR 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 MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of investors
who meet the criteria of retail investors and investors who meet the criteria
of professional clients and eligible counterparties, each as defined in
paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Retail Offer Shares may decline and investors could lose all
or part of their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail Offer 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 Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling restrictions in
relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of 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 the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer 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 ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; 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 Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer 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 EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the EU 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 Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIGPGPGPUPCGBQ