TIDMCHAR
RNS Number : 6592Z
Chariot Oil & Gas Ld
25 May 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS
RETAINED AND APPLICABLE IN THE UK PURSUANT TO S3 OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (AS AMED). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN
TO THEM IN THE COMPANY'S ANNOUNCEMENT RELEASED AT 4:56 P.M. ON 24
MAY 2021.
Chariot Oil & Gas Limited
("Chariot" or the "Company")
25 May 2021
Result of Placing and Subscription
Chariot (AIM: CHAR), the African focused transitional energy
group, is pleased to announce that further to the Company's
announcement released at 4.56 p.m. on 24 May 2021 (the "Launch
Announcement"), the Bookbuild has closed and the Company has
conditionally raised gross proceeds of US$16.5 million (GBP11.7
million) through the successful Placing of and Subscription for
212,553,929 of New Ordinary Shares, at the Issue Price of 5.5 pence
per Ordinary Share.
In addition to the Placing and Subscription, and as set out in
the Launch Announcement, the Company proposes to raise up to a
further US$5 million (GBP3.5 million) by the issue of New Ordinary
Shares pursuant to an Open Offer to Qualifying Shareholders at the
Issue Price on the basis of 1 Open Offer Share for every 6 Existing
Ordinary Shares held on the Record Date. Qualifying Shareholders
subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares through the Excess
Application Facility. Details of the Open Offer and the action to
be taken by Qualifying Shareholders to subscribe for Ordinary
Shares under the Open Offer will be set out in the Circular, which
will be sent to Shareholders on 28 May 2021.
Magna Capital LDA (of which Adonis Pouroulis is a substantial
shareholder) has conditionally agreed to underwrite the
Fundraising, ensuring that the total fundraising will equate to
approximately US$23 million (GBP16.3 million) before expenses, by
subscribing, in two tranches on or before 31 January and 28
February 2022, for new Ordinary Shares at the Issue Price (the
"Underwriting Commitment"). Mr. Pouroulis has personally
sub-underwritten the Underwriting Commitment. The Underwriting
Commitment is transferable at Magna's sole discretion and shall
reduce in equal proportion to any funds received separately by the
Company from the Open Offer, a farm-in or a fundraise.
The gross proceeds includes US$3.4 million (GBP2.4 million)
conditionally raised from certain of the Company's Directors, as
part of the Subscription.
The Placing Shares and Subscription Shares represent in
aggregate 54.7 per cent. of the Company's Existing Ordinary Shares.
The Issue Price represents a discount of approximately 29.58 per
cent. to the mid-market closing price on the London Stock Exchange
of 7.81 pence per Ordinary Share on 21 May 2021.
The net proceeds of the Fundraise will be used as follows:
-- Drill an appraisal well at Anchois Gas Development offshore Morocco to confirm the discovery;
-- Progress work programme on the acreage surrounding the
Anchois gas discovery for future development;
-- Integrate transitional power team and existing project, fund near-term power project; and
-- General working capital purposes.
The General Meeting is to be held at 19-21 Old Bond Street,
London, W1S 4PX at 10.00 a.m. on 18 June 2021 at which the
Resolutions will be proposed. A Circular and notice of General
Meeting will be sent to Shareholders on 28 May 2021, which will
also made available on the Company's website from that date.
At the date of the General Meeting, the number of people able to
attend indoor gatherings is likely to remain limited. To ensure
that the Company is operating within Government restrictions and to
ensure the health and safety of its Shareholders, the Company will
therefore convene the General Meeting with the minimum quorum of
two shareholders necessary to conduct the meeting and form the
necessary quorum. All other Shareholders are strongly encouraged to
submit their votes by proxy in advance as they may not be permitted
to attend the General Meeting if to do so would breach applicable
restrictions. Any change to the format, venue or other arrangements
for the General Meeting will be notified to Shareholders via a
Regulated Information System and on the Company's website as early
as is possible before the date of the meeting. Voting on the
Resolutions will be carried out by way of poll, rather than a show
of hands.
Adonis Pouroulis, Acting CEO of Chariot, commented:
"We are excited to announce the completion of today's Placing
and Subscription, subject to shareholder approval at the
forthcoming General Meeting. This successful fundraise marks a key
turning point in the evolution of the Company, as we seek to build
a transitional energy business in Africa, that we believe will
deliver value for all stakeholders. With the net proceeds, Chariot
intends to accelerate the timeline of the Anchois Gas Development
coming online, with a near-term appraisal well now in sight and the
launch of Chariot's Transitional Power division, following the
acquisition of AEMP earlier in the year in partnership with Total
Eren.
This fundraise will turbocharge our growth ambitions in both our
transitional gas and transitional power businesses which are highly
scalable in terms of both the prospective gas resources offered in
Anchois and surrounding area, and in the pipeline of projects to
provide clean power to mining and industrial clients in Africa.
We encourage and welcome existing shareholders to join us on
this exciting journey through the Open Offer and look forward to
providing further updates on our progress in due course."
Related Party Transaction
George Canjar, Adonis Pouroulis, Julian Maurice-Williams, Duncan
Wallace, Chris Zeal and Andrew Hockey (together, the "Subscriber
Directors"), as directors of the Company, are considered to be
"related parties" as defined under the AIM Rules and accordingly
their participation in the Subscription constitutes a related party
transaction for the purposes of Rule 13 of the AIM Rules. The
Subscriber Directors have conditionally subscribed for, in
aggregate, 43,593,220 New Ordinary Shares at the Issue Price.
Robert Sinclair, who is not participating in the Fundraising and is
therefore considered to be an independent Director for the purposes
of the Fundraising, considers, having consulted with finnCap, that
the terms of the related party transaction are fair and reasonable
insofar as the Shareholders are concerned.
Posting of Circular
The Company will post a Circular to Shareholders on 28 May 2021,
containing a Notice of General Meeting, proxy form and full details
of the Open Offer including (where applicable) the Open Offer
application form. The Circular will also be available on the
Company's website.
Enquiries:
Chariot Oil & Gas Limited
Adonis Pouroulis, Acting CEO
Julian Maurice-Williams, CFO +44 (0)20 7318 0450
finnCap (Nominated Adviser and Joint Bookrunner)
Christopher Raggett, Simon Hicks, Edward
Whiley (Corporate Finance)
Andrew Burdis (ECM) +44 (0)20 7220 0500
Peel Hunt (Joint Bookrunner)
Richard Crichton / David McKeown / Alexander
Allen
Jock Maxwell Macdonald / Sohail Akbar +44 (0)20 7418 8900
Celicourt Communications (Financial PR)
Mark Antelme
Jimmy Lea +44 (0)20 8434 2754
Notes for editors:
ABOUT CHARIOT
Chariot is an African focused transitional energy group. Its
current business stream, Chariot Transitional Gas, is a high value,
low risk gas development project with strong ESG credentials in a
fast-growing emerging economy with a clear route to early
monetisation, delivery of free cashflow and material exploration
upside.
On completion of the acquisition of AEMP, Chariot will have a
second business stream, known as Chariot Transitional Power,
looking to transform the energy market for mining operations in
Africa, providing a giant largely untapped market with cleaner,
sustainable, and more reliable power.
The ordinary shares of Chariot Oil & Gas Limited are
admitted to trading on the AIM Market of the London Stock Exchange
under the symbol 'CHAR'. Subject to approval by Shareholders, the
Company intends to change its name from Chariot Oil & Gas
Limited to Chariot Limited.
Forward-Looking Statements
This announcement contains forward-looking statements. These
statements relate to the Group's future prospects, developments and
business strategies. Forward-looking statements are identified by
their use of terms and phrases such as "potential", "estimate",
"expect", "may", "will" or the negative of such terms and phrases,
variations or comparable expressions, including references to
assumptions. The forward-looking statements in this announcement
are based on current expectations and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. These
forward-looking statements speak only as at the date of this
announcement. No statement in this announcement is intended to
constitute a profit forecast or profit estimate for any period.
Neither the Directors nor the Company undertake any obligation to
update forward-looking statements other than as required by the AIM
Rules or by the rules of any other securities regulatory authority,
whether as a result of new information, future events or
otherwise.
Market Abuse Regulation
Market soundings, as defined in MAR, were taken in respect of
the 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.
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END
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