TIDMCERP
RNS Number : 0013T
Columbus Energy Resources PLC
09 October 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Columbus Energy Resources plc or other evaluation of any
securities of Columbus Energy Resources plc or any other entity and
should not be considered as a recommendation that any investor
should subscribe for or purchase any such securities.
9 October 2017
COLUMBUS ENERGY RESOURCES PLC
("Columbus" or the "Company")
Placing, Subscription and Open Offer to raise up to
approximately GBP4.10 million
Acceleration of Growth Strategy
Columbus, the oil and gas producer and explorer focused on
onshore Trinidad with the ambition to grow in South America, is
pleased to announce that it has conditionally raised gross proceeds
of GBP3.00 million (the "Placing") from Schroder Investment
Management Limited ("Schroders"). In addition, Senior Management
have subscribed to raise gross proceeds of GBP0.10 million (the
"Subscription") and the Company is proposing to raise gross
proceeds of up to approximately GBP1.00 million through an open
offer to Qualifying Shareholders (the "Open Offer", together with
the Placing and Subscription, the "Fundraise") to enable existing
shareholders the opportunity to participate on the same terms.
Highlights:
-- Fundraise to raise up to approximately GBP4.10 million to accelerate growth strategy:
o Placing to raise GBP3.00 million (gross), by the issue of
60,000,000 Ordinary Shares at 5.0p per share (the "Placing Price")
to Schroders, with shares expected to be admitted to trading on AIM
on 12 October 2017.
o Subscription to raise GBP0.10 million (gross), by the issue of
2,000,000 Ordinary Shares to senior management, being Leo Koot,
Executive Chairman, Gordon Stein, Chief Financial Officer, Michael
Douglas, Non-Executive Director and Stewart Ahmed, Managing
Director of Trinidad, at 5.0p per share (the "Subscription Price"),
with shares expected to be admitted to trading on AIM on 12 October
2017.
o Open Offer to be made as soon as practicable to all Qualifying
Shareholders to raise up to a further approximately GBP1.00 million
(gross) by the issue of up to 20,048,306 shares at 5.0p per share,
on a 1 for 31 basis.
-- Placing and Subscription Prices represent a premium of
approximately 14.4% to the one month Volume Weighted Average Price
of an Existing Ordinary Share.
-- Proceeds of the Fundraise to accelerate the Company's growth
strategy on its current assets in Trinidad, with a view to further
increasing production and cash flow, and to enable the Company to
review and target potential new value-adding opportunities.
Leo Koot, Executive Chairman of Columbus, commented:
"Columbus is thrilled to welcome such a reputable institutional
investor like Schroders onto our share register, who we hope will
be one of many more investors to identify the value being created
for the Company's shareholders.
"Since joining the Company five months ago, the new senior
management team has worked hard to transform the business and
through our initiatives, we are still on track to be cashflow
positive by the end of the year. We could have carried on at our
current activity levels, however Columbus has a rare opportunity to
accelerate its 2018 work programme, pursue value adding M&A
opportunities, further grow our production and in turn our cash
flow, as a result of the investment by Schroders. The directors and
senior management are delighted to demonstrate our confidence in
our Company's strategy by investing alongside Schroders.
"We are grateful for the continued support from our existing
shareholder base and in line with our previous statements, have
included an open offer element to enable our existing shareholders
to participate on equal terms, in a financing that we are confident
will be value accretive for all of our shareholders and a step
change for our Company.
"Columbus is on an exciting journey and has a team 100% aligned
with the Company, strategy, asset base and firepower to move at an
increased pace."
A link to an interview with Leo Koot on this investment by
Schroders and Senior Management is shown below:
https://www.brrmedia.co.uk/broadcasts-embed/59d797c250ca3d72baf44090/event?popup=true
DETAILED INFORMATION
Columbus is pleased to announce a Placing to raise gross
proceeds of GBP3.00 million, a Subscription to raise gross proceeds
of GBP0.10 million and a proposed Open Offer of up to approximately
GBP1.00 million.
The Placing has been undertaken with the Company's first
institutional investor, Schroders, since the introduction of the
new management team, with the Subscription undertaken by senior
management, being Leo Koot, Executive Chairman, Gordon Stein, Chief
Financial Officer, Michael Douglas, Non-Executive Director and
Stewart Ahmed, Managing Director of Trinidad.
It is the Board's intention that the net proceeds of the Placing
and Subscription (being approximately GBP2.92 million, after costs
of approximately GBP0.18 million) and any funds raised from the
Open Offer, together with existing cash balances and net revenue
received will be used to:
-- Progress the development of the high quality, low risk
Goudron Field to increase base production levels, and increase our
options to accelerate various other production enhancing
opportunities;
-- Advance the maturation of exploration prospectivity in the
South West Peninsula, including accelerating focussed technical
studies leading to drilling planning activities;
-- Make targeted investments in the Company's existing producing
assets and exploration portfolio with a view to further increasing
production and cash flow;
-- Invest in the strengthening of the Trinidad based operational team; and
-- Review and target potential new value-adding opportunities.
In addition to advancing the development of the Company's asset
base and strategic focus, management had previously stated they
would consider a fundraising to facilitate the introduction of an
institutional/strategic investor. The Board is delighted that
Schroders has made such a significant investment in the
Company.
The Directors have given consideration as to the best way to
structure the proposed fundraising, taking into account current
market conditions, the composition of the Company's shareholder
register and the Board's desire to give shareholders the
opportunity to limit dilution as far as practicable.
The Directors have concluded that the structure of the
fundraising by way of the Placing, Subscription and Open Offer is
the most suitable option available to the Company and its
shareholders as a whole. The Open Offer will provide an opportunity
for all Qualifying Shareholders to participate in the fundraising
by acquiring Open Offer Shares pro rata to their current holdings
of Existing Ordinary Shares with the option to apply to subscribe
for more Open Offer Shares pursuant to an excess application
facility (the "Excess Application Facility"). The Placing and
Subscription are not conditional upon the Open Offer taking place.
Further details of the Open Offer are set out below and will be in
the Open Offer Circular, which will be sent to shareholders as soon
as practicable.
VSA Capital Limited ("VSA") is acting as Financial Adviser and
Broker to the Company in connection with the Fundraise.
The Placing and Subscription
The Company has entered into an agreement with Schroders to
issue 60,000,000 new Ordinary Shares at an issue price of 5.0p per
Ordinary Share, by way of a Placing and to issue 2,000,000 new
Ordinary Shares at an issue price of 5.0p per Ordinary Share to
senior management, being Leo Koot, Executive Chairman, Gordon
Stein, Chief Financial Officer, Michael Douglas, Non-Executive
Director and Stewart Ahmed, Managing Director of Trinidad, by way
of a Subscription.
The Placing and Subscription Prices represent a:
-- discount of approximately 16.7% to the to the Company's
closing middle market share price of 6.00p on 6 October 2017;
and
-- premium of approximately 14.4% to the volume weighted average
price of 4.37p for the one month to 6 October 2017.
Application has been made for the Placing and Subscription
Shares to be admitted to trading on the AIM market ("AIM") of
London Stock Exchange, ("Admission"), and it is expected that
Admission will become effective and that dealings will commence in
the Placing and Subscription Shares at 8.00 a.m. on 12 October
2017.
The Open Offer
In order to provide Qualifying Shareholders with an opportunity
to participate in the fundraising, the Company is proposing to
launch a 1 for 31 Open Offer of up to 20,048,306 Open Offer Shares
at an issue price of 5.0p per Ordinary share, being the same price
as the Placing and Subscription Prices.
The timing and record date for the Open Offer will be notified
in due course and will be set out in the Open Offer Circular to all
shareholders, which will be sent to Qualifying Shareholders as soon
as practicable and will be available on the Company's website
www.columbus-erp.com from the date this is issued.
In the event that the Open Offer is not fully subscribed by
Qualifying Shareholders, after all Qualifying Shareholders having
had the opportunity to apply for an Excess Entitlement over and
above their 1-for-31 Basic Entitlement, VSA will have the ability
to place any remaining shares with other investors.
The Open Offer Shares, the Placing Shares and the Subscription
Shares will, upon issue, rank pari passu with the Company's
Existing Ordinary Shares.
Following the issue of the Placing and Subscription Shares the
enlarged ordinary share capital of the Company will be 621,497,502
Ordinary Shares. Following the issue of the Open Offer Shares
(assuming full take-up under the Open Offer), the enlarged ordinary
share capital of the Company will be 641,545,808 Ordinary
Shares.
Following the Placing and Subscription, Schroders will be
interested in 60,000,000 Ordinary Shares, representing
approximately 9.65% of the Company's issued share capital as
enlarged by the Placing and Subscription. The Directors and Stewart
Ahmed, Managing Director of Trinidad, will be interested in the
following Ordinary Shares:
At the date of this
Announcement On Admission
---------------------------- ------------- -------------
Number
Number Percentage of New
of Existing of existing Ordinary Percentage
Ordinary issued Shares Number of issued
Shares share Subscribed of Ordinary share capital
* capital for Shares **
Leo Koot 2,823,427 0.50% 700,000 3,523,427 0.57%
Gordon
Stein 1,377,337 0.25% 500,000 1,877,337 0.30%
Michael
Douglas 1,172,917 0.21% 300,000 1,472,917 0.24%
Stewart
Ahmed 1,345,280 0.24% 500,000 1,845,280 0.30%
Total 6,718,960 1.20% 2,000,000 8,718,960 1.40%
* As previously announced, Leo Koot and Gordon Stein have agreed
to receive half of their fees for the first twelve months of their
service contracts in the form of shares in the Company. Stewart
Ahmed has also agreed to receive half of his fees for the first
twelve months of his service contract in the form of shares. The
number of existing ordinary shares includes the number of shares
the Directors and Stewart Ahmed have accrued and are entitled to as
at 8 October 2017.
** as enlarged by the Placing and Subscription.
Market Abuse Regulation
The Market Abuse Regulation ("MAR") became effective from 3 July
2016. Market Soundings, as defined in MAR, were taken in respect of
the proposed Placing with the result that certain persons became
aware of inside information, as permitted by MAR. That inside
information is set out in this announcement and has been disclosed
as soon as possible in accordance with paragraph 7 of article 17 of
MAR. Therefore, those persons that received inside information in a
Market Sounding are no longer in possession of inside information
relating to the Company and its securities.
Contact Information
Columbus Energy Resources plc +44 (0)20 3794
Leo Koot / Gordon Stein 9230
VSA Capital Limited
Financial Adviser and Broker
Andrew Monk / Andrew Raca / Justin +44 (0)20 3005
McKeegan 5000
Beaumont Cornish Limited
Nominated Adviser
Roland Cornish / Rosalind Hill +44 (0)20 7628
Abrahams 3396
Camarco
Public and Investor Relations +44 (0)20 3757
Georgia Edwards / James Crothers 4983
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail in
respect of the PDMRs subscribing for shares as described above.
Leo Koot
1 Details of the person discharging managerial
responsibilities / person closely associated
--- -------------------------------------------------------------
a) Name Leo Koot
--- ------------------------ -----------------------------------
2 Reason for notification
--- -------------------------------------------------------------
a) Position / status Executive Chairman
--- ------------------------ -----------------------------------
b) Initial notification Initial
/Amendment
--- ------------------------ -----------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- -------------------------------------------------------------
a) Name Columbus Energy Resources
plc
--- ------------------------ -----------------------------------
b) LEI 213800WBO186NNYERMZ91
--- ------------------------ -----------------------------------
4 Details of the transaction(s): section
to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
--- -------------------------------------------------------------
a) Description of Ordinary shares of 0.05 pence
the financial each in Columbus Energy Resources
instrument, type plc
of instrument
Identification ISIN GB00BDGJ2R22
code
--- ------------------------ -----------------------------------
Nature of the Subscription for new ordinary
transaction shares as described above
--- ------------------------ -----------------------------------
c) Price(s) and Price(s) Volumes(s)
volumes(s) ------------ -----------
5.00 pence 700,000
------------ -----------
--- ------------------------ -----------------------------------
d) Aggregated information n/a
--- ------------------------ -----------------------------------
e) Date of the transaction 9 October 2017
--- ------------------------ -----------------------------------
f) Place of the London Stock Exchange, AIM
transaction (XLON)
--- ------------------------ -----------------------------------
Gordon Stein
1 Details of the person discharging managerial
responsibilities / person closely associated
--- -------------------------------------------------------------
a) Name Gordon Stein
--- ------------------------ -----------------------------------
2 Reason for notification
--- -------------------------------------------------------------
a) Position / status Chief Financial Officer
--- ------------------------ -----------------------------------
b) Initial notification Initial
/Amendment
--- ------------------------ -----------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- -------------------------------------------------------------
a) Name Columbus Energy Resources
plc
--- ------------------------ -----------------------------------
b) LEI 213800WBO186NNYERMZ91
--- ------------------------ -----------------------------------
4 Details of the transaction(s): section
to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
--- -------------------------------------------------------------
a) Description of Ordinary shares of 0.05 pence
the financial each in Columbus Energy Resources
instrument, type plc
of instrument
Identification ISIN GB00BDGJ2R22
code
--- ------------------------ -----------------------------------
Nature of the Subscription for new ordinary
transaction shares as described above
--- ------------------------ -----------------------------------
c) Price(s) and Price(s) Volumes(s)
volumes(s) ------------ -----------
5.00 pence 500,000
------------ -----------
--- ------------------------ -----------------------------------
d) Aggregated information n/a
--- ------------------------ -----------------------------------
e) Date of the transaction 9 October 2017
--- ------------------------ -----------------------------------
f) Place of the London Stock Exchange, AIM
transaction (XLON)
--- ------------------------ -----------------------------------
Michael Douglas
1 Details of the person discharging managerial
responsibilities / person closely associated
--- -------------------------------------------------------------
a) Name Michael Douglas
--- ------------------------ -----------------------------------
2 Reason for notification
--- -------------------------------------------------------------
a) Position / status Non-Executive Director
--- ------------------------ -----------------------------------
b) Initial notification Initial
/Amendment
--- ------------------------ -----------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- -------------------------------------------------------------
a) Name Columbus Energy Resources
plc
--- ------------------------ -----------------------------------
b) LEI 213800WBO186NNYERMZ91
--- ------------------------ -----------------------------------
4 Details of the transaction(s): section
to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
--- -------------------------------------------------------------
a) Description of Ordinary shares of 0.05 pence
the financial each in Columbus Energy Resources
instrument, type plc
of instrument
Identification ISIN GB00BDGJ2R22
code
--- ------------------------ -----------------------------------
Nature of the Subscription for new ordinary
transaction shares as described above
--- ------------------------ -----------------------------------
c) Price(s) and Price(s) Volumes(s)
volumes(s) ------------ -----------
5.00 pence 300,000
------------ -----------
--- ------------------------ -----------------------------------
d) Aggregated information n/a
--- ------------------------ -----------------------------------
e) Date of the transaction 9 October 2017
--- ------------------------ -----------------------------------
f) Place of the London Stock Exchange, AIM
transaction (XLON)
--- ------------------------ -----------------------------------
Stewart Ahmed
1 Details of the person discharging managerial
responsibilities / person closely associated
--- -------------------------------------------------------------
a) Name Stewart Ahmed
--- ------------------------ -----------------------------------
2 Reason for notification
--- -------------------------------------------------------------
a) Position / status Trinidad Managing Director
--- ------------------------ -----------------------------------
b) Initial notification Initial
/Amendment
--- ------------------------ -----------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- -------------------------------------------------------------
a) Name Columbus Energy Resources
plc
--- ------------------------ -----------------------------------
b) LEI 213800WBO186NNYERMZ91
--- ------------------------ -----------------------------------
4 Details of the transaction(s): section
to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
--- -------------------------------------------------------------
a) Description of Ordinary shares of 0.05 pence
the financial each in Columbus Energy Resources
instrument, type plc
of instrument
Identification ISIN GB00BDGJ2R22
code
--- ------------------------ -----------------------------------
Nature of the Subscription for new ordinary
transaction shares as described above
--- ------------------------ -----------------------------------
c) Price(s) and Price(s) Volumes(s)
volumes(s) ------------ -----------
5.00 pence 500,000
------------ -----------
--- ------------------------ -----------------------------------
d) Aggregated information n/a
--- ------------------------ -----------------------------------
e) Date of the transaction 9 October 2017
--- ------------------------ -----------------------------------
f) Place of the London Stock Exchange, AIM
transaction (XLON)
--- ------------------------ -----------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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