REG - Sunda Energy PLC - WRAP Retail Offer

Sunda EnergyAnnouncement

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RNS Number : 6143Z  Sunda Energy PLC  08 April 2026

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.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE WRAP 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 SUNDA
ENERGY PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATION 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 SUNDA ENERGY PLC.

 

 

 

 

 

8 April 2026

 

Sunda Energy plc

("Sunda" or the "Company")

 

WRAP Retail Offer for up to £750,000

 

Sunda Energy plc (AIM: SNDA), the AIM-quoted exploration and appraisal company
focused on gas assets in the Asia-Pacific region, is pleased to announce a
retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up
to £750,000 (the "WRAP Retail Offer") through the issue of new ordinary
shares of £0.001 each in the capital of the Company following the completion
of the Capital Reorganisation ("New Ordinary Shares").  Under the WRAP Retail
Offer up to 25,210,084 New Ordinary Shares (the "WRAP Retail Offer Shares")
will be made available at a price of 2.975 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 4.4625 pence up to the third anniversary of the
date of grant (the "Warrants").

 

In addition to the WRAP Retail Offer, the Company has announced immediately
prior to this announcement the proposed Acquisition of a production,
development and exploration business onshore New Zealand, a proposed
Fundraising and a proposed Capital Reorganisation, (the "Acquisition
Announcement").

 

The Fundraising comprises:

 

·    A Firm Subscription raising gross proceeds of £900,000 at 0.02975
pence per Firm Subscription Share

·    A Convertible Loan Note Subscription raising up to £4,250,000

·    Conditional Subscriptions totalling £800,000 at the Issue Price
comprising: (i) the conversion of £750,000 of the £1.5 million unsecured
loan provided by Andy Butler (CEO of Sunda Energy) as announced by the Company
on 10 February 2026; and (ii) conditional subscriptions by three other
directors, Gerry Aherne (Non-Executive Chair), Keith Bush (Non-Executive
Director) and John Chessher (Non-Executive Director), totalling
£50,000

·    The WRAP Retail Offer to existing shareholders of the Company to
raise up to £750,000, conditional on shareholder approval

The Company also today announced a proposed Capital Reorganisation, to
consolidate and sub-divide the Existing Ordinary Shares, such that every 100
Existing Ordinary Shares are consolidated into one New Ordinary Share.

The Issue Price is 2.975 pence share on a post Capital Reorganisation basis
(equivalent to 0.02975 pence per Existing Ordinary Share, a 15% discount to
the bid price of an Existing Ordinary Share on 7 April 2026).

 

The use of proceeds of the Fundraising is set out in the Acquisition
Announcement.

For the avoidance of doubt, the WRAP Retail Offer is not part of the Firm
Subscription, Convertible Loan Note Subscription or Conditional Subscriptions.
Completion of the WRAP Retail Offer is conditional, inter alia, upon the
completion of the Firm Subscription, Convertible Loan Note Subscription and
Conditional Subscriptions but completion of the Firm Subscription, Convertible
Loan Note Subscription or Conditional Subscriptions is not conditional on the
completion of the WRAP Retail Offer.

 

The issue of the WRAP Retail Offer Shares is conditional upon, inter alia, the
passing of certain resolutions to be put to shareholders of the Company at a
General Meeting, which is expected to be held on 29 April 2026. A circular
containing further details of the proposals and containing the Notice of
General Meeting is expected to be despatched to Shareholders by 10 April 2026.
Following its publication, the Circular will be available on the Company's
website at https://sundaenergy.com/ (https://sundaenergy.com/) .

The WRAP Retail Offer is conditional on the New Ordinary Shares (including the
WRAP Retail Offer Shares) being admitted to trading on AIM ("Admission"),
further details of which is set out in the Acquisition Announcement. It is
anticipated that Admission will become effective and that dealings in the WRAP
Retail Offer Shares will commence on AIM, at 08.00 a.m. on 30 April 2026.

Sign up to WRAP Deal Notifications at:  www.winterflood.com/wrap
(http://www.winterflood.com/wrap)

 

WRAP Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its 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 available to eligible
investors in the United Kingdom, following release of this announcement, being
existing shareholders of Sunda Energy Plc, and through certain financial
intermediaries.

 

Existing shareholders can contact their broker or wealth manager to
participate in the WRAP Retail Offer.

 

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

 

The WRAP Retail Offer is expected to close at 4.30pm on 9 April 2026. Eligible
retail investors should note that financial intermediaries may have earlier
closing times. The result of the WRAP Retail Offer is expected to be announced
by the Company on or around 10 April 2026.

 

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary and, prior to the release of this
announcement, shareholders in the Company which may include 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 and timings of the 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 New Ordinary Shares
including the right to receive all dividends and other distributions declared,
made or paid after their date of issue.

 

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.

 

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, including the risk that
investors may lose their entire investment. 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.

 

The WRAP Retail Offer is offered in the United Kingdom pursuant to Schedule 1
(Part 1) of The Public Offers and Admission to Trading Regulations 2024. As
such, there is no need for publication of a prospectus, or for approval of the
same by the Financial Conduct Authority. The Retail Offer is not being made
into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the WRAP 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.

 

Unless defined in this announcement, all capitalised terms have the meaning
ascribed to them in the Acquisition 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 has been prepared by and is the sole
responsibility of the Company.

 

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
(registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN
141455). 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 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 may constitute 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 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 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 New 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 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.

 

It is further noted that the WRAP 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).

 

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 WRAP Retail Offer
Shares have been subject to a product approval process, which has determined
that the WRAP 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 WRAP Retail Offer
Shares may decline and investors could lose all or part of their investment;
the WRAP Retail Offer Shares offer no guaranteed income and no capital
protection; and an investment in the WRAP 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 WRAP
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 WRAP Retail Offer Shares. Each
distributor is responsible for undertaking its own target market assessment in
respect of the WRAP Retail Offer Shares and determining appropriate
distribution channels

 

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