REG - United Oil & Gas PLC - Results of Fundraising and TVR

United Oil & GasAnnouncement

12/12/2024 08:00

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RNS Number : 8409P  United Oil & Gas PLC  12 December 2024

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, 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,
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.

 

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE SHARES IN UNITED OIL & GAS PLC IN ANY JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

THE SECURITIES DISCUSSED HEREIN ARE NOT AND WILL NOT BE REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE SECURITIES
ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION
CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE
UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY
SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE
UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THE FUNDRAISING. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENCE IN THE UNITED STATES.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON
PULICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE WITHIN THE PUBLIC DOMAIN.

 

 

 United Oil & Gas PLC / Index: AIM / Epic: UOG / Sector: Oil & Gas

 

12 December 2024

 

United Oil & Gas plc

("United" or "the Company")

 

Results of the Fundraising

United Oil & Gas Plc (AIM: "UOG"), the oil and gas company with a high
impact exploration asset in Jamaica and development asset in the UK announced
on 11 December 2024  details of a placing through the issue of new ordinary
shares of £0.00001 each in the capital of the Company ("New Ordinary Shares")
at a price of £0.001 each (the "Issue Price") to be completed by way of an
accelerated bookbuild process (the "Bookbuild") which was managed by Tennyson
and Shard, acting as joint bookrunners ("Tennyson" and "Shard" or the
"Bookrunners").

The Company is pleased to confirm that the Bookbuild has been completed and
the Company has, conditionally, raised gross proceeds of £0.7 million through
an oversubscribed placing of 690,000,000 New Ordinary Shares with new and
existing shareholders via the Bookbuild and 10,000,000 New Ordinary Shares by
way of subscriptions directly with the Company ("Subscription"). Accordingly,
a total of 700,000,000 New Ordinary Shares will be issued pursuant to the
fundraising, representing 60.54 per cent of the Company's issued ordinary
share capital.

 

The Company has existing shareholder authorities to allot and issue up to
385,000,000 shares therefore subject to the results of the Placing, it will
use these authorities to allot and issue a first tranche of the Placing Shares
("First Tranche Placing Shares") raising an initial sum of GBP £385,000. An
application will be made to the London Stock Exchange for the First Tranche
Placing Shares to be admitted to trading on AIM shortly after the results of
the Placing Shares are announced.  It is expected that admission of the First
Tranche Placing Shares to trading on AIM ("First Admission") will occur no
later than 18 December 2024.

 

The Company intends to convene a general meeting ("GM") to be held on or
around 8 January 2025 to seek shareholder authorities to allot and issue the
balance of the Placing Shares ("Second Tranche Placing Shares") of 315,000,000
new ordinary shares and placing warrants of one warrant for every two Placing
Shares subscribed for ("Placing Warrants") with an exercise price of £0.0015
per new ordinary share for tranche 1 and tranche 2.

 

Subject to the passing of the resolutions at the GM, an application will be
made to the London Stock Exchange for the Second Tranche Placing Shares to be
admitted to trading on AIM. Subject to the Conditions below, it is expected
that admission to trading on the exchange ("Second Admission") will become
effective and that dealings in the Second Tranche Placing Shares will commence
on AIM at 8.00 a.m. on 09 January 2025.

 

The New Ordinary Shares will be issued and credited as fully paid and will
rank in full for all dividends and other distributions declared, made or paid
after the admission of those New Ordinary Shares and will otherwise rank on
Admission pari passu in all respects with each other and with the existing
ordinary shares in the Company.

The Chairman participated in the Subscription and the details of his
anticipated shareholdings is shown below subject to the Fundraising becoming
unconditional:

 Name           Current shareholding  New Ordinary Shares  Shareholding post Subscription
 Brian Larkin   22,508,489            -                    22,508,489
 Graham Martin  14,089,730            10,000,000           24,089,730
 Iman Hill      2,500,000             -                    2,500,000

 

The Placing and the Subscription (together "Fundraising") are conditional
upon, amongst other things:

·      the Placing Agreement having become unconditional (save for
Admission) and not having been terminated in accordance with its terms prior
to Admission; and

·      the passing by shareholders of certain resolutions at a General
Meeting ("GM") of the Company  authorities to, amongst other matters, issue
the Second Tranche Placing Shares of 315,000,000 new ordinary shares and all
the Placing Warrants.

 

·      The Company has existing shareholder authorities to allot and
issue up to 385,000,000 shares therefore subject to the results of the
Placing, it will use these authorities to allot and issue a first tranche of
the Placing Shares ("First Tranche Placing Shares") raising an initial sum of
GBP £385,000. An application will be made to the London Stock Exchange for
the First Tranche Placing Shares to be admitted to trading on AIM shortly
after the results of the Placing Shares are announced.  It is expected that
admission of the First Tranche Placing Shares to trading on AIM ("First
Admission") will occur no later than 18 December 2024.

 

·      Admission taking place by no later than 8.00 a.m. on 9 January
2025 (or such later date as the Bookrunner may agree in writing with the
Company, being not later than 8.00am on the long stop date). If any of the
conditions are not satisfied, the Placing Shares will not be issued, and
Admission of the Second Tranche of New Ordinary Shares will not take place.

The total issued share capital of the Company, as increased by the First
Tranche Placing Shares, immediately following First Admission (and excluding
any issues of shares pursuant to the exercise of any employee share incentives
between the date of this Announcement and Admission) will be 1,541,353,969
ordinary shares.

The Company expect to send a circular to shareholders later today to convene a
General Meeting to propose the resolutions to shareholders to issue the Second
Tranche Placing Shares.

Indicative Timetable

 

 Date of publication of the Circular                                             12 December 2024

 Posting of Circular and Form of Proxy                                           12 December 2024
 Admission and commencement of dealing in the first tranche of placing shares    18 December 2024
 on AIM
 Admission and commencement of dealings in the Second Tranche of Placing Shares  9 January 2025
 on AIM
 Latest time and date for receipt of Forms of Proxy                              11.00 a.m. on 6 January 2025
 General Meeting                                                                 11.00 a.m. on 8 January 2025
 Announcement of results of the General Meeting                                  8 January 2025

 Admission and commencement of dealings in the New Ordinary Shares on AIM        8.00 a.m. on 9 January 2025
 CREST accounts to be credited for the Placing Shares to be held in               9 January 2025
 uncertificated form
 Dispatch of definitive share certificates for applicable Placing Shares to be   No later than 14 days following the date of Admission
 held in certificated form

Terms used but not defined in this Announcement have the same meaning as set
out in the Company's Announcement released at 18:23 p.m. on 11 December 2024.

 END

 

 

 Enquiries
 United Oil & Gas Plc (Company)
 Brian Larkin, CEO                                      brian.larkin@uogplc.com (mailto:brian.larkin@uogplc.com)

 Beaumont Cornish Limited (Nominated Adviser)
 Roland Cornish | Felicity Geidt | Asia Szusciak        +44 (0) 20 7628 3396

 Tennyson Securities (Joint Broker)
 Peter Krens                                            +44 (0) 020 7186 9030

 Optiva Securities Limited (Joint Broker)
 Christian Dennis                                       +44 (0) 20 3137 1902

 Shard Capital Limited (Joint Broker)

 Damon Heath | Isabella Pierre
                                                        +44 (0) 207 186 9900

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

Notes to Editors

United Oil & Gas is an oil and gas company with a development asset in
the UK and a high impact exploration licence in Jamaica.

The business is led by an experienced management team with a strong track
record of growing full cycle businesses, partnered with established industry
players and is well positioned to deliver future growth through portfolio
optimisation and targeted acquisitions.

United Oil & Gas is listed on the AIM market of the London Stock
Exchange. For further information on United Oil and Gas please
visit www.uogplc.com (http://www.uogplc.com/)

 

This Announcement contains inside information and for the purposes of UK MAR
and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as it
forms part of the laws of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018, as amended from time to time), the Board is responsible
for arranging for the release of this Announcement on behalf of the Company.

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND 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 (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN 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 PLACING SHARES
IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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,
THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND 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 issue of the
Placing Shares in certain jurisdictions may be restricted by law.  No action
has been taken by the Company, the Bookrunner or any of their respective
affiliates, agents, directors, officers, consultants, partners or employees
("Representatives") that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required.  Persons into whose possession this
Announcement comes are required by the Company and the Bookrunner to inform
themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and 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, Australia, Canada, Japan, the Republic of South Africa or New
Zealand or any other jurisdiction in which the same would be unlawful.  No
public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement.  Any representation to the contrary is a criminal
offence in the United States.  The relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission, the Japanese Ministry of
Finance or the Financial Markets Authority of New Zealand; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares; and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of the United States, Australia, Canada,
Japan, the Republic of South Africa or New Zealand.  Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into the United States, Australia, Canada, Japan, the Republic of South
Africa or New Zealand or any other jurisdiction outside the United Kingdom.

Tennyson are authorised and regulated by the Financial Conduct Authority in
the United Kingdom and are acting exclusively for the Company and no one else
in connection with the Placing, and Tennyson will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement. 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 Tennyson or by any of
its Representatives 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 therefor is expressly disclaimed.

None of the information in this Announcement has been independently verified
or approved by the Bookrunner or any of its respective directors, officers,
partners, agents, employees, affiliates, advisors, consultants, or persons
connected with them as defined in the Financial Services and Markets Act 2000,
as amended ("FSMA") (together, "Affiliates"). Save for any responsibilities or
liabilities, if any, imposed on the Bookrunner by FSMA or by the regulatory
regime established under it, no responsibility or liability whatsoever whether
arising in tort, contract or otherwise, is accepted by the Bookrunner or any
of their respective Affiliates whatsoever for the contents of the information
contained in this Announcement (including, but not limited to, any errors,
omissions or inaccuracies in the information or any opinions) or for any other
statement made or purported to be made by or on behalf of the Bookrunner or
any of its Affiliates in connection with the Company, the Placing Shares, the
Placing, or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from any acts or
omissions of the Company in relation to the Placing. The Bookrunner and its
Affiliates accordingly disclaim all and any responsibility and liability
whatsoever, whether arising in tort, contract or otherwise (save as referred
to above) in respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied, is made by
the Bookrunner or any of its Affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.

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 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 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 Placing Shares. Any investment decision to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Bookrunner. This
Announcement is not intended to provide the basis for any decision in respect
of the Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that any
investor should subscribe for, purchase, otherwise acquire, sell or otherwise
dispose of any such securities. Recipients of this Announcement who are
considering acquiring Placing Shares pursuant to the Placing are reminded that
they should conduct their own investigation, evaluation and analysis of the
business, data and property described in this Announcement.  Any indication
in this Announcement of the price at which the Company's shares have been
bought or sold in the past cannot be relied upon as a guide to future
performance. The price and value of securities can go down as well as up.

The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor should
consult with his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

In connection with the Placing, the Bookrunner and any of its Affiliates,
acting as investors for their own account, may take up a portion of the
Placing Shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for the own accounts or otherwise deal
for their own account in such Placing Shares and other securities of the
Company or related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
acquisition, placing or dealing by, the Bookrunner and its Affiliates acting
in such capacity. In addition, the Bookrunner and any of its respective
Affiliates may enter into financing arrangements (including swaps, warrants or
contracts for difference) with investors in connection with which the
Bookrunner and any of its respective Affiliates may from time to time acquire,
hold or dispose of shares. The Bookrunner does not intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than to trading on AIM.

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.

FORWARD LOOKING STATEMENTS

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.  Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning.  By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel.  As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any 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 applicable law or regulation, the Company and the Bookrunner
expressly disclaim any obligation or undertaking to publish 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.

 

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