REG - Star Energy Group - Proposed Retail Offer to raise up to £0.6 million

Star EnergyAnnouncement

01/05/2026 07:01

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RNS Number : 6934C  Star Energy Group PLC  01 May 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN NEW ZEALAND OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

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 STAR
ENERGY GROUP 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 STAR ENERGY GROUP PLC.

 

1 May 2026

 

Star Energy Group plc

 

("Star Energy" or "the Company")

 

Proposed Retail Offer to raise up to £0.6 million

 

Star Energy (AIM: STAR), a British energy company with core activities
centring on oil and gas extraction, is pleased to announce a retail offer via
the BookBuild Platform (the "Retail Offer") of new Ordinary Shares of 0.002
pence each in the capital of the Company ("Ordinary Shares") to raise gross
proceeds of up to £0.6 million. Pursuant to the Retail Offer, up to 4,000,000
New Ordinary Shares (the "Retail Offer Shares") will be made available at a
price of 15 pence per Retail Offer Share (the "Issue Price"). The Issue Price
represents a discount of 9.2 per cent. to the closing price of the Ordinary
Shares on 30 April 2026, being the date of the announcement of the Placing.

 

In addition to the Retail Offer, the Company also conducted a placing of new
ordinary shares (the "Placing Shares" at the Issue Price (the "Placing") and a
subscription for new ordinary shares ("Subscription Shares" and together with
the Placing Shares and the Retail Offer Shares, the "Fundraising Shares") by
all the Directors of the Company at the Issue Price ("Subscription"  and
together with the Placing and the Retail Offer, the "Fundraising"). A separate
announcement has been made regarding the Placing and its terms and the
Subscription. For the avoidance of doubt, the Retail Offer is not part of the
Placing or Subscription and completion of the Placing and Subscription is not
conditional on the completion of the Retail Offer. Full details of the
Fundraising, including the background to and reasons for the Fundraising is
included in the separate announcement released by the Company at 5:00 pm on 30
April 2026.

 

Completion of the Retail Offer is conditional, inter alia, upon the Placing
proceeding, Resolutions being duly passed by Shareholders at the General
Meeting to be held at the offices of Watson Farley & Williams LLP at 15
Appold Street, London, EC2A 2HB on 18 May 2026 at 10.30am and Admission.
Subject to these conditions being satisfied, Admission of the Retail Offer
Shares is expected to take place at 8.00am on 19 May 2026.

 

For the avoidance of doubt, the Retail Offer is not part of the Placing or the
Subscription and is the sole responsibility of the Company. Zeus Capital
Limited, which is acting for the Company in relation to the Placing does not
have any responsibilities, obligations, duties or liabilities (whether arising
pursuant to any contract, law, regulation, or tort) whatsoever in relation to
the Retail Offer.

 

Expected timetable in relation to the Retail Offer

 

                                                                             2026
 Retail Offer opens                                                          7:01am on 1 May
 Latest time and date for commitments under the Retail Offer                 4:30pm on 6 May
 Results of the Retail Offer announced                                       on 7 May
 Admission and commencement of dealings in the Retail Offer Shares on AIM    on 19 May

 

The dates and times set out in the above timetable are indicative only and may
be subject to change. Any changes to the expected timetable set out above will
be notified by the Company by announcement via a Regulatory Information
Service (as defined in the AIM Rules for Companies published by the London
Stock Exchange (as amended from time to time)). References to times are to
London times.

 

Dealing codes

 

 Ticker                         STAR
 ISIN for the Ordinary Shares   GB00BZ042C28
 SEDOL for the Ordinary Shares  BZ042C2

 

Retail Offer

 

The Company highly values its retail shareholder base, which has supported the
Company for many years. Given this support of retail shareholders, the Company
believes that it is appropriate to provide its eligible shareholders in the
United Kingdom the opportunity to participate in the Retail Offer. The Company
is therefore making the Retail Offer available in the United Kingdom through
the Intermediaries (defined below) which will be listed, subject to certain
access restrictions, on the following website:

 

https://www.bookbuild.live/deals/N1NP27/authorised-intermediaries
(https://www.bookbuild.live/deals/N1NP27/authorised-intermediaries)

 

Zeus Capital Limited ("Zeus") will be acting as retail offer coordinator in
relation to the Retail Offer but does not have any other obligations or
responsibilities as noted above (the "Retail Offer Coordinator").

 

Existing retail shareholders in the Company can contact their broker or wealth
manager ("Intermediary" and "Intermediaries" shall be construed accordingly)
to participate in the Retail Offer. In order to participate in the Retail
Offer, each Intermediary must be on-boarded onto the BookBuild Platform and
agree to the final terms and the retail offer terms and conditions, which
regulate, amongst other things, the conduct of the Retail Offer on market
standard terms and provide for the payment of commission to any Intermediary
that elects to receive a commission and/or fee (to the extent permitted by the
FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the
Company).

 

Any expenses incurred by any Intermediary are for its own account. Investors
should confirm separately with any Intermediary whether there are any
commissions, fees or expenses that will be applied by such Intermediary in
connection with any application made through that Intermediary pursuant to the
Retail Offer.

 

The Retail Offer will be open to eligible investors in the United Kingdom from
7:01am on 1 May 2026. The Retail Offer is expected to close at 4:35pm on 6 May
2026. Investors should note that Intermediaries may have earlier closing
times. The Retail Offer may close early if it is oversubscribed.

 

If any Intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact the BookBuild
Platform at email: support@bookbuild.live (mailto:support@bookbuild.live)

 

The Retail Offer, the subject of this announcement, is and will, at all times,
only be made to, directed at, and may only be acted upon by, those persons who
are, existing shareholders in the Company. To be eligible to participate in
the Retail Offer, applicants must meet the following criteria before they can
submit an order for Retail Offer Shares: (i) be a customer of one of the
participating Intermediaries listed on the above website; (ii) be resident in
the United Kingdom; and (iii) be a shareholder in the Company (which may
include individuals aged 18 years or over, companies and other bodies
corporate, partnerships, trusts, associations and other unincorporated
organisations and includes persons who hold their shares in the Company
directly or indirectly through a participating Intermediary). For the
avoidance of doubt, persons who (a) only hold CFDs, spreadbets and/or similar
derivative instruments in relation to shares in the Company, or (b) are not
existing shareholders in the Company, are not eligible to participate in the
Retail Offer.

 

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an Intermediary, it cannot be withdrawn.

 

The Retail Offer Shares will, when issued, 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 their date of issue.

 

The Retail Offer is offered in the United Kingdom under an exemption from the
prohibition of public offers specified in the Public Offers and Admissions to
Trading Regulations 2024.

 

The Retail Offer is not being made (i) into any jurisdiction other than the
United Kingdom or (ii) to US Persons (as defined in Regulation S of the US
Securities Act 1933, as amended).

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (the
"FCA") (or any other authority) in relation to the Retail Offer, and
investors' commitments will be made solely on the basis of the information
contained in this announcement and information that has been published by or
on behalf of the Company prior to the date of this announcement by
notification to a Regulatory Information Service in accordance with the FCA's
Disclosure Guidance and Transparency Rules and MAR.

 

There is a minimum subscription of £100.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the Intermediaries which will be listed, subject to certain access
restrictions, on the following website:

 

https://www.bookbuild.live/deals/N1NP27/authorised-intermediaries
(https://www.bookbuild.live/deals/N1NP27/authorised-intermediaries)

 

Subject as stated above, there is no maximum application amount to apply in
the Retail Offer. The terms and conditions on which investors subscribe will
be provided by the relevant Intermediaries including relevant commission or
fee charges.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Retail Offer Shares and an
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Company's announcement released at 5:00pm on 30 April
2026 in respect of the Proposed Placing to raise approximately £8.4 million
(before expenses) , the Subscription to raise £-31,000 (before expenses)
 and Retail Offer to raise up to £0.6m (before expenses) unless the context
provides otherwise.

 

For further information please contact:

 

 Star Energy Group plc

 Tel: +44 (0)20 7993 9899

 Ross Glover, Chief Executive Officer

 Frances Ward, Chief Financial Officer

 Zeus (Nominated Adviser & Broker)

 Tel: +44 (0)203 829 5000

 Antonio Bossi, Darshan Patel, Liv Highton (Investment Banking)

 Simon Johnson, Alex Bartram (Corporate Broking)

 Vigo Consulting

 Tel: +44 (0)207 597 5970

 Patrick d'Ancona/Amelia Thorn

 

Important Notices

 

This announcement has been prepared by, and is the sole responsibility of, the
Company.

 

The Retail Offer is 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).

 

The release, publication or 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.

 

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 of America (including its territories and
possessions, any state of the United States of America 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 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 Fundraising Shares is being made in the United States. The
Fundraising 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 Fundraising 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. 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 value of the Fundraising 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.

 

This announcement may contain forward-looking statements and the words
"expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast",
"project" and similar expressions (or their negative) identify certain of
these forward-looking statements. The forward-looking statements in this
announcement are based on numerous assumptions and the Company's present and
future business strategies and the environment in which the Company expects to
operate in the future. Forward-looking statements involve inherent known and
unknown risks, uncertainties and contingencies because they relate to events
and depend on circumstances that may or may not occur in the future and may
cause the actual results, performance or achievements to be materially
different from those expressed or implied by such forward-looking statements.
These statements are not guarantees of future performance or the ability to
identify and consummate investments. Many of these risks and uncertainties
relate to factors that are beyond the Company's ability to control or estimate
precisely, such as future market conditions, currency fluctuations, the
behaviour of other market participants, the outcome of clinical trials, the
actions of regulators and other factors such as the Company's ability to
obtain financing, changes in the political, social and regulatory framework in
which the Company operates or in economic, technological or consumer trends or
conditions. Past performance should not be taken as an indication or guarantee
of future results, and no representation or warranty, express or implied, is
made regarding future performance. No person is under any obligation to update
or keep current the information contained in this announcement or to provide
the recipient of it with access to any additional relevant information.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Zeus, BookBuild or 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. Zeus, BookBuild and their respective 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 Fundraising Shares to be issued or sold pursuant to the Retail Offer
will not be admitted to trading on any stock exchange other than the London
Stock Exchange.

 

 

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