24th Feb 2015 07:37
For Immediate Release 24 February 2015
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY JURISDICTION IN WHICH SUCH PUBLICATION RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
LGO ENERGY PLC
("LGO", the "Group" or the "Company")
Result of Placing of Ordinary Shares
LGO is pleased to announce that, following the launch of a proposed placing yesterday, 23 February 2015 (the "Placing"), it has successfully placed 172,760,000 new Ordinary Shares of 0.05p each (the "Placing Shares") at a price of 2.5 p per share (the "Placing") to a number of pension funds, institutional and professional investors. The Placing raised gross proceeds of approximately £4.32 million (the "Placing Proceeds").
The Placing Proceeds will be used to supplement the Group's existing cash balances and be used:
· To provide additional working capital to satisfy the liquidity tests with a major European bank with whom the Company is looking to imminently secure a long-term debt financing deal;
· To further the development of LGO's portfolio of exploration and production assets in Trinidad and Spain;
· To allow the Group to continue to identify, assess and potentially acquire new exploration and production assets;
· To repay existing short-term debt facilities of approximately £3 million; and
· For general corporate purposes.
Neil Ritson, the Company's CEO, commented:
"As a result of the placements announced yesterday and today, we have successfully raised additional capital of £6.72 million (gross) in order to continue the rapid advancement of our Goudron Field development in Trinidad. We have also successfully included some significant blue chip long-term investors on our share register. The Company will now proceed to finalise our planned long-term debt facility which we expect to announce imminently."
The Placing Price represents a discount of approximately 18.7 percent to the closing middle market price of 3.075 p per Ordinary Share on 20 February 2014. The Placing is conditional, inter alia, on admission of the Placing Shares to trading on the AIM market of the London Stock Exchange plc ("AIM") ("Admission").
The Placing has been conducted by WH Ireland Limited ("WH Ireland") as bookrunner.
LGO Energy plc Neil Ritson Fergus Jenkins
| Tel: +44 (0) 20 7440 0645 |
|
Placing Agent WH Ireland Limited Harry Ansell Daniel Bristowe
| Tel: +44 (0)20 7220 1666 | |
Nominated Adviser Beaumont Cornish Limited Roland Cornish Rosalind Hill Abrahams
| Tel: +44 (0)20 7628 3396 | |
Financial PR Bell Pottinger Henry Lerwill | Tel: +44 (0)20 3772 2500 |
Details of the Placing:
The Company has obtained firm commitment from institutional and professional investors to raise approximately £4.32 million before expenses through the placing of 172,760,000 new Ordinary Shares at 2.5 p per share to the Placees. The allotment of the Placing Shares is conditional, inter alia, on Admission taking place by 2 March 2015 or such later date as the Company and its book-runners shall agree. Following Admission, the Placing Shares will represent approximately 5.7 percent of the Company's then enlarged issued ordinary share capital (which will include the 96,062,500 new Ordinary Shares issued pursuant to the direct subscription ("Subscription Shares") announced yesterday). The Placing Shares and the Subscription Shares will be fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.
The Placing Shares have been conditionally placed by WH Ireland as agent of the Company, with an institutional and professional investors, pursuant to the Placing Agreement dated 23 February 2015. Under the terms of the Placing Agreement, WH Ireland will receive commission from the Company conditional on Admission and the Company will give customary warranties and undertakings to WH Ireland in relation, inter alia, to its business and the performance of its duties. In addition, the Company has agreed to indemnify WH Ireland in relation to certain liabilities that they may incur in undertaking the Placing. WH Ireland have the right (but after, where practicable, having consulted the Company) to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event that there has been, inter alia, a material breach of any of the warranties. The Placing is not being underwritten.
Unless otherwise defined herein, terms are as defined in the announcement made earlier today.
Application will be made for the Placing Shares and the Subscription Shares (amounting in aggregate to 268,822,500 Ordinary Shares) to be admitted to trading on AIM and such admission is expected to become effective on 2 March 2015.
Following Admission, the Company's issued share capital will consist of 3,050,163,349 Ordinary Shares with no Ordinary Shares held in treasury. Therefore the above figure of 3,050,163,349 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 LGO under the FCA's Disclosure and Transparency Rules.
Key Statistics
Number of Existing Ordinary Shares | 2,781,340,849 |
Number of Placing Shares to be issued | 172,760,000 |
Number of Subscription Shares to be issued | 96,062,500 |
Enlarged Share Capital following the Placing | 3,050,163,349 |
Percentage of Enlarged Share Capital represented by the Placing Shares |
5.7% |
Placing Price | 2.5p |
Gross Proceeds of the Placing | £4,319,000 |
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 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 these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and neither the Company nor WH Ireland assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.
Past performance is not a guide to future performance.
The material in this Announcement is for informational purposes only and does not constitute an offer of securities for sale in the United States or any other jurisdiction in which such an offer or solicitation is unlawful. The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of securities will be made in the United States.
The Placing Shares have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of Placing Shares in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Placing Shares issued to Canadian residents pursuant to the Placing will be subject to resale restrictions under Canadian securities laws for a period of four months plus one day from the closing of the Placing. Subject to applicable securities laws, the Placing Shares issued to residents of countries other than Canada pursuant to the Placing may not be sold, transferred or otherwise disposed of to any person in Canada or otherwise into Canada for a period of four months plus one day from the date of closing of the Placing.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE PLACING SHARES ARE ONLY AVAILABLE TO RELEVANT PERSONS. NEITHER THE ANNOUNCEMENT NOR THESE TERMS AND CONDITIONS MAY BE ACTED UPON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY RECIPIENT OF THIS ANNOUNCEMENT WHO IS NOT A RELEVANT PERSON SHOULD TAKE NO OTHER ACTION.
WH Ireland, which is authorised and regulated by the Financial Conduct Authority, is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WH Ireland or for providing advice in relation to the Placing.
The distribution of this Announcement and the Placing in certain jurisdictions may be restricted by law. No action has been taken by the Company, WH Ireland or by any of their respective affiliates or agents or brokers that would permit the Placing or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement becomes available are required by the Company and WH Ireland to inform themselves about, and to observe, such restrictions.
Neither the content of websites referred to in this Announcement, nor any hyperlinks on such websites is incorporated in, or forms part of, this Announcement.
Related Shares:
CERP.L