REG - Sunda Energy PLC - WRAP Retail Offer

Sunda EnergyAnnouncement

15/10/2025 07:02

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RNS Number : 3775D  Sunda Energy PLC  15 October 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, 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 AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

 

15 October 2025

 

Sunda Energy plc

("Sunda" or the "Company")

 

WRAP Retail Offer for up to £230,000

 

Sunda Energy plc (AIM: SNDA), the AIM-quoted exploration and appraisal company
focused on gas assets in Southeast Asia, is pleased to announce a retail offer
via the Winterflood Retail Access Platform ("WRAP") to raise up to £230,000
(the "WRAP Retail Offer") through the issue of new ordinary shares of 0.025
pence each in the capital of the Company ("Ordinary Shares").

 

Under the WRAP Retail Offer up to 920,000,000 new Ordinary Shares (the "WRAP
Retail Offer Shares") will be made available at a price of 0.025 pence per
share (the "Issue Price").    As part of the WRAP Retail Offer, the Company
has agreed that one warrant for every two WRAP Retail Offer Shares will be
granted (for no additional subscription cost), with each warrant entitling the
holder to acquire one new Ordinary Share at a price of 0.0375 pence up to the
third anniversary of the date of grant (the "Warrants").

 

In addition to the WRAP Retail Offer and as announced by the Company
immediately prior to this announcement, the Company has raised conditionally
gross proceeds of £240,000 by way of the Subscription.

 

The WRAP Retail Offer is being made available to new and existing shareholders
of the Company and is being made on the same financial terms as the
Subscription.

 

A separate announcement has been made regarding the Subscription and sets out
the reasons for the Fundraising and use of proceeds.  The proceeds of the
WRAP Retail Offer will be utilised in the same way as the proceeds of the
Subscription.

 

For the avoidance of doubt, the WRAP Retail Offer is not part of the
Subscription. Completion of the WRAP Retail Offer is conditional, inter alia,
upon the completion of the Subscription but completion of the Subscription is
not conditional on the completion of the WRAP Retail Offer.

 

The WRAP Retail Offer and the Subscription are conditional on the New Ordinary
Shares (comprising the Subscription Shares and the WRAP Retail Offer Shares)
being admitted to trading on AIM ("Admission"). It is anticipated that
Admission will become effective and that dealings in the New Ordinary Shares
will commence on AIM, at 8:00 a.m. on 21 October 2025.

 

WRAP Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide both new and existing retail shareholders in the United
Kingdom the opportunity to participate in the WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in the United Kingdom following release of this announcement, being
new retail investors or existing shareholders of Sunda, and through certain
financial intermediaries.

 

A number of retail platforms are able to access the WRAP Retail Offer.
Non-holders or existing shareholders wishing to subscribe for WRAP Retail
Offer Shares should contact their broker or wealth manager who will confirm if
they are participating in the Retail Offer.

 

The WRAP Retail Offer is expected to close at 4.30pm on 16 October 2025.
Eligible investors should note that financial intermediaries may have earlier
closing times.

 

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
eligible retail investors, should contact wrap@winterflood.com.

 

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £250 per investor under the WRAP Retail
Offer. The terms and conditions on which investors subscribe will be provided
by the relevant financial intermediaries including relevant commission or fee
charges.

 

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

 

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

 

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

 

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Issue Price does not exceed
£230,000, or such greater size as agreed by the Company.

 

It should be noted that the Warrants do not guarantee any return and will
expire if not exercised prior to their expiry date. If the share price of the
Company does not exceed the exercise price of the Warrants prior to their
expiry date then it is unlikely that any of the Warrants would be exercised.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As
such, there is no need for publication of a prospectus pursuant to the
Prospectus Regulation Rules of the Financial Conduct Authority, or for
approval of the same by the Financial Conduct Authority. The WRAP Retail Offer
is not being made into any jurisdiction other than the United Kingdom.

 

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 WRAP Retail Offer Shares and
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 WRAP 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.

 

Words and expressions defined in the announcement of the Company at 7.00
am on 15 October 2025 shall have the same meaning in this announcement.

 

For Further Information

 

 Sunda Energy Plc                                                   Tel: +44 (0) 20 7770 6424

 Andy Butler, Chief Executive

 Rob Collins, Chief Financial Officer

 Allenby Capital Limited (Nominated Adviser and Joint Broker)       Tel: +44 (0) 203 328 5656

 Nick Athanas, Nick Harriss, Ashur Joseph (Corporate Finance)

 Kelly Gardiner (Sales and Corporate Broking)

 Hannam & Partners Advisory Limited (Advisor and Joint Broker)      Tel: +44 (0) 20 7907 8502

 Neil Passmore (Corporate Finance)

 Leif Powis (Sales)

 Celicourt Communications (Financial PR and IR)                     Tel: +44 (0) 20 7770 6424

 Mark Antelme, Philip Dennis, Charles Denley-Myerson                sunda@celicourt.uk

 Winterflood Retail Access Platform                                 WRAP@winterflood.com
 Sophia Bechev, Kaitlan Billings                                    0203 100 0214

 

 

Further information on the Company can be found on its website at
sundaenergy.com

 

The Company's LEI is 213800MBSOS9UZ5SW712.

 

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 has been approved for the purposes of Section 21
of the Financial Services and Markets Act 2000 ("FSMA") by Winterflood
Securities Limited ("Winterflood"), which is authorised and regulated by the
Financial Conduct Authority.

 

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 Share
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.

 

Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated
by the FCA in the United Kingdom, is acting as Nominated Adviser to the
Company. Allenby Capital has not authorised the contents of, or any part of,
this announcement, and no liability whatsoever is accepted by Allenby Capital
for the accuracy of any information or opinions contained in this announcement
or for the omission of any material information. The responsibilities of
Allenby Capital as the Company's Nominated Adviser are owed solely to London
Stock Exchange plc 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.

 

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 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.

 

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