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WRAP Retail Offer

8th Apr 2026 07:20

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/.

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

 

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 [email protected].

 

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

Andy Butler, Chief Executive

Rob Collins, Chief Financial Officer

 

Tel: +44 (0) 20 7770 6424

 

Allenby Capital Limited (Nominated Adviser and Joint Broker)

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

Kelly Gardiner (Sales and Corporate Broking)

 

Tel: +44 (0) 203 328 5656

Hannam & Partners Advisory Limited (Advisor and Joint Broker)

Neil Passmore (Corporate Finance)

Leif Powis (Sales)

 

Tel: +44 (0) 20 7907 8502

 

Celicourt Communications (Financial PR and IR)

Mark Antelme, Philip Dennis, Charles Denley-Myerson

Tel: +44 (0) 20 7770 6424

[email protected]

Winterflood Retail Access Platform

[email protected]

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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
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