TIDMIRG
RNS Number : 3406Z
Independent Resources PLC
14 March 2017
FOR IMMEDIATE RELEASE
Independent Resources plc
("IRG" or the "Company")
Open Offer, Warrant Exercise, Planned Resignation of Director
and Total Voting Rights
The Company is pleased to announce that further to the
announcement of 6 March 2017 it will shortly be posting to
shareholders a circular setting out details of an Open Offer and
Notice of General Meeting which will also be available on the
Company's website.
The Company would draw attention to the expected timetable of
principle events contained within that circular and reproduced
below.
1. Introduction
On 6 March 2017 the Company announced the re-shaping of the
Board, the introduction of a cornerstone investor in the form of
Greenberry plc, an associate of Continental Investment Partners,
and the intention to launch an Open Offer and change the Company's
name.
In order to allow all Qualifying Shareholders to subscribe for
Ordinary Shares on the same terms as the Cornerstone Investor, the
Company is making available 2,236,280,127 Open Offer Shares under
the Open Offer at the Issue Price.
Qualifying Shareholders may subscribe for Open Offer Shares on
the basis of 2 Open Offer Shares for every 3 Existing Ordinary
Shares held on the Record Date. Shareholders subscribing for their
full entitlement under the Open Offer may also request additional
Open Offer Shares through the Excess Application Facility. Assuming
full take-up under the Open Offer, the issue of the Open Offer
Shares will raise gross proceeds of approximately GBP1.45 million
for the Company.
The net proceeds of the Open Offer will be used to assist the
Company to establish the initial platform from which to grow
significantly, in terms of hydrocarbon, human and financial
resources.
The Open Offer Shares to be issued pursuant to the Open Offer
are to be admitted to trading on AIM at the time of Admission,
which is expected to take place on Wednesday 19 April 2017.
The Open Offer is conditional, inter alia, on the passing of the
Resolutions 1 & 2 by Shareholders at the General Meeting,
notice of which will be set out in the Circular. If the Resolutions
are passed, the Open Offer Shares will be allotted immediately
after the General Meeting and Admission of the Open Offer Shares is
expected to occur at 8.00 a.m. on Wednesday 19 April 2017. Should
Shareholder approval not be obtained at the General Meeting the
Open Offer will not proceed.
2. Background to and reasons for the Open Offer
On 6 March 2017, IRG announced the re-shaping of the Board, the
introduction of a cornerstone institutional investor and the
intention to launch an open offer and change the Company's name.
The Company also announced its intention for existing shareholders
to be offered the chance to participate in an open offer of new
shares in the Company. The Open Offer Shares will be priced at
0.065 pence per new share which is the same price as the
institutional investment, thereby enabling shareholders to
subscribe at an identical price to the Cornerstone Investor.
A notice convening the General Meeting, which is to be held at
the offices of Fieldfisher, Riverbank House, 2 Swan Lane, London
EC4R 3TT at 11am on 18 April 2017 will be set out in the
Circular.
3. Current Trading and Prospects
The Company will shortly publicly unveil its new strategy,
alongside a first growth transaction.
IRG and Sound Energy plc have agreed to set out geographical
areas for business and expansion to ensure there is no conflict of
interest between Sound Energy plc and its officers and IRG. This
will include IRG exiting its Italian business and not having any
future business in Morocco.
4. Use of Proceeds
The gross proceeds of the Open Offer (assuming full take up
under the Open Offer) of up to GBP1.45 million will assist the
Company to establish the initial platform from which the Company
will grow significantly, in terms of hydrocarbon, human and
financial resources.
5. Details of the Open Offer
5.1 Open Offer Structure
The Directors have given consideration as to the best way to
structure the proposed equity fundraising, having regard to current
market conditions, the composition of the Company's shareholder
register, the level of the Company's share price and the importance
of pre-emption rights to Shareholders. After considering these
factors, the Directors have concluded that the structure of the
fundraising by way of the 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 Qualifying
Shareholders to acquire new Ordinary Shares at the same price as
the Cornerstone Investor by both acquiring Open Offer Shares pro
rata to their current holdings of Existing Ordinary Shares and by
subscribing for additional Open Offer Shares pursuant to the Excess
Application Facility, subject to availability.
The Issue Price represents a 89.6 per cent. discount to the
closing middle market price of 0.6225 pence per Existing Ordinary
Share on 13 March 2017, being the last Business Day before the
announcement of the Open Offer.
The General Meeting is being called to seek Shareholders'
approval to grant new authorities to enable the Directors, inter
alia, to complete the Open Offer, thereby raising gross proceeds of
up to GBP1.45 million for the Company. The Open Offer is therefore
conditional, inter alia, on the passing of the Resolutions numbered
1 and 2, and Admission, which is expected to take place on 19 April
2017.
The Cornerstone Investor has confirmed to IRG that they will
take up their Open Offer Entitlement for such number of shares so
as to maintain its shareholding which represents 29.9% of the
entire issued share capital of IRG.
5.2 Principal terms of the Open Offer
Qualifying Shareholders will be given the opportunity to
subscribe for the Open Offer Shares at a price of 0.065 pence per
Open Offer Share, pro rata to their holdings of Existing Ordinary
Shares on the Record Date on the basis of:
2 Open Offer Shares for every 3 Existing Ordinary Shares
Qualifying Shareholders will also be given the opportunity,
provided that they take up their Open Offer Entitlement in full, to
apply for Excess Shares through the Excess Application Facility.
Excess applications will be satisfied only to the extent that
corresponding applications are not made by other Qualifying
Shareholders or are made for less than their pro rata
entitlements.
The allotment and issue of the Open Offer Shares will also need
to be made following and conditional on, inter alia, the
Shareholder approval referred to above.
Assuming full take-up under the Open Offer, the issue of the
Open Offer Shares will raise further gross proceeds of
approximately GBP1.45 million for the Company.
All of the Open Offer Shares will, upon issue, rank pari passu
with each other and the Existing Ordinary Shares.
Fractions of Open Offer Shares will not be allotted and each
Qualifying Shareholder's entitlement under the Open Offer will be
rounded down to the nearest whole number Qualifying Shareholders
with holdings of Existing Ordinary Shares in both certificated and
uncertificated form will be treated as having separate holdings for
the purpose of calculating the Open Offer Entitlements.
5.3 Dilution
The Open Offer, if fully subscribed, will result in the issue of
2,236,280,127 Open Offer Shares (representing approximately 40.0
per cent. of the issued share capital of the Company, as enlarged
by the Open Offer).
The Open Offer Shares, when issued and fully paid, will rank
pari passu in all respects with the Existing Ordinary Shares and
will rank for all dividends or other distributions declared, made
or paid after the date of issue of the Open Offer Shares. No
temporary documents of title will be issued.
Shareholders who do not elect to participate in the Open Offer
will suffer a potential maximum dilution as set out in the table
below:
Amount Raised Number of Open Dilution to non-participating
through Open Offer Offer Shares to Shareholders
be issued
--------------------- ----------------- ------------------------------
2,236,280,127
GBP1.45 million(1) (1) 40.0%
--------------------- ----------------- ------------------------------
(1) Assuming full subscription under the Open Offer
5.4 Excess Application Facility
The Excess Application Facility will enable Qualifying
Shareholders, provided that they take up their Open Offer
Entitlement in full, to apply for Excess Open Offer Entitlements.
Qualifying non-CREST Shareholders who wish to apply to acquire more
than their Open Offer Entitlement should complete the relevant
sections on the Application Form. Qualifying CREST Shareholders
will have Excess CREST Open Offer Entitlements credited to their
stock account in CREST. Applications for Excess Open Offer
Entitlements will be satisfied only and to the extent that
corresponding applications by other Qualifying Shareholders are not
made or are made for less than their Open Offer Entitlements. If
applications under the Excess Application Facility are received for
more than the total number of Open Offer Shares available following
take-up of Open Offer Entitlements, such applications will be
scaled back pro rata to the number of Excess Shares applied for by
Qualifying Shareholders under the Excess Application Facility.
Application will be made for the Open Offer Entitlements and
Excess Open Offer Entitlements in respect of Qualifying CREST
Shareholders to be admitted to CREST. It is expected that such Open
Offer Entitlements and Excess Open Offer Entitlements will be
admitted to CREST at 8.00 a.m. on 16 March 2017. Such Open Offer
Entitlements and Excess Open Offer Entitlements will also be
enabled for settlement in CREST at 8.00 a.m. on 16 March 2017.
Applications through the means of the CREST system may only be made
by the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim.
5.5 Other information relating to the Open Offer
The Open Offer is conditional, inter alia, upon:
(i) the passing of Resolutions 1 and 2; and
(ii) Admission of the Open Offer Shares becoming effective by
not later than 8.00 a.m. on 19 April 2017 (or such later time
and/or date as the Company may determine, not being later than 8.00
a.m. on 3 May 2017).
Accordingly, if any of such conditions are not satisfied or, if
applicable, waived, the relevant part or parts of the Open Offer
will not proceed.
Application will be made to the London Stock Exchange for the
Open Offer Shares to be admitted to trading on AIM. It is expected
that Admission will become effective on 19 April 2017 and that
dealings for normal settlement in the Open Offer Shares will
commence at 8.00 a.m. on 19 April 2017.
6. Change of Name
As announced on 6 March 2017, the Company proposes to change its
registered name to Echo Energy plc. A special resolution to adopt
the new name will be proposed at the General Meeting. As a result
of the change of the Company's name, the Company intends to change
its existing ticker symbol from IRG to ECHO as soon as practicable
following the General Meeting.
7. General Meeting
A notice convening a General Meeting of the Company, to be held
at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane,
London EC4R 3TT on 18(th) April 2017 at 11:00 a.m. will be set out
in the Circular. At the General Meeting, the following Resolutions
will be proposed:
(1) an ordinary resolution to grant authority to the Directors
to allot up to 2,236,280,127 Open Offer Shares in the capital of
the Company or to grant rights to subscribe for or convert any
security into shares in the capital of the Company pursuant to
section 551 of the Act, being up to an aggregate nominal amount of
GBP223,628.01. The Directors will limit this authority to the
allotment of Open Offer Shares pursuant to the Open Offer;
(2) subject to and conditional on the passing of the resolution
referred to in paragraph 1 above, a special resolution to disapply
the statutory pre-emption rights contained in section 561(1) of the
Act in respect of the allotment of up to 2,236,280,127 Open Offer
Shares with an aggregate nominal amount of up to GBP223,628.01. The
Directors will again limit this authority to the allotment of Open
Offer Shares pursuant to the Open Offer;
(3) an ordinary resolution to grant a general authority to the
Directors to allot up to 2,032,660,000 shares in the capital of the
Company or to grant rights to subscribe for or convert any security
into shares in the capital of the Company pursuant to section 551
of the Act, being up to an aggregate nominal amount of GBP203,266.
This authority will represent 33.3 per cent. of the Enlarged Share
Capital;
(4) a special resolution to disapply the statutory pre-emption
rights contained in section 561(1) of the Act in respect of the
allotment of up to 609,800,000 equity shares with an aggregate
nominal amount of up to GBP60,980. This authority will represent
approximately 10 per cent. of the Enlarged Share Capital; and
(5) a special resolution to change the Company's name to Echo Energy plc
8. Directors' recommendation
The Directors consider the Open Offer to be in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that
Shareholders vote in favour of the Resolutions to be proposed at
the General Meeting.
9. Warrant Exercise
The Company announces that it has received exercise notices from
certain of its warrant holders to exercise 507,250,000 warrants
into new Ordinary Shares as per the table below:
Exercise price No. of warrants being exercised
--------------- --------------------------------
0.12p 507,250,000
--------------- --------------------------------
Total: 507,250,000
--------------- --------------------------------
The total consideration received by the Company pursuant to the
warrant exercise will be GBP608,700.00.
Application will be made for the 507,250,000 new Ordinary
Shares, which will rank pari passu with the Existing Ordinary
Shares, to be admitted to trading on AIM ("Warrant Exercise
Admission"). Warrant Exercise Admission is expected to occur on 20
March 2017.
Following the Warrant Exercise Admission, the total number of
voting rights in the Company will be 3,861,670,215 Ordinary Shares.
This number 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, the
Company under the FCA's Disclosure and Transparency Rules.
10. Planned Resignation of Director
Further to the announcement on 6 March 2017 the Company
announces that Grayson Nash has decided to resign from his position
as interim Independent Non-Executive Director. Once again the
Company would like to thank Grayson for his contribution over the
years and during this interim period.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
James Parsons, Chairman, commented
"We are pleased to invite investors to join us, through this
open offer, on the same valuation as our cornerstone investor.
We will shortly publicly unveil our new strategy, alongside our
first growth transaction and we see this as a unique opportunity to
gain access to a high growth vehicle, led and backed by an
experienced and successful team, at the ground floor.
James Parsons Echo Energy plc j.parsons@echoenergyplc.com
Greg Coleman Echo Energy plc g.coleman@echoenergyplc.com
ZAI Corporate Finance
John Treacy Ltd. 020 7060 2220
Jamie Spotswood (Nominated Adviser)
Oliver Stansfield Brandon Hill Capital
Jonathan Evans (Broker) 020 3463 5000
APPIX
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Act" the UK Companies Act 2006 (as
amended from time to time)
"Admission" the admission to trading on AIM
of the Open Offer Shares to be
issued pursuant to the Open Offer
taking place in accordance with
the AIM Rules for Companies
"AIM" the market of that name operated
by the London Stock Exchange
"AIM Rules for the AIM Rules for Companies, as
Companies" published and amended from time
to time by the London Stock Exchange
"Application Form" the application form which accompanies
the Circular for Qualifying non-CREST
Shareholders for use in connection
with the Open Offer
"Board" the board of directors of the
Company from time to time
"Business Day" any day (excluding Saturdays and
Sundays) on which banks are open
in London for normal banking business
and the London Stock Exchange
is open for trading
"certificated" not in uncertificated form
or "certificated
form"
"Circular" the circular to be sent to shareholders
expected to be posted on 16 March
2017
"Company" or "IRG" Independent Resources plc, a company
or "Independent incorporated in England and Wales
Resources" with registered number 5483127
"Cornerstone Investor" Greenberry plc
"CREST" the relevant system for the paperless
settlement of trades and the holding
of uncertificated securities operated
by Euroclear UK & Ireland in accordance
with the CREST Regulations
"CREST Regulations" the Uncertified Securities Regulations
2001, as amended
"Directors" the directors of the Company at
the date of this announcement
"East Ghazalat" the East Ghazalat concession constituted
by Law no. 9 of 2007 of the Arab
Republic of Egypt which authorised
the Concession Agreement for Petroleum
Exploration and Exploitation in
the East Ghazalat Area of the
Western Desert;
"Enlarged Share the issued ordinary share capital
Capital" of the Company immediately following
Admission
"enabled for settlement" in relation to Open Offer Entitlements
or Excess Open Offer Entitlements,
enabled for the limited purpose
of settlement of claim transactions
and unmatched stock event transactions
(each as described in the CREST
Manual issued by Euroclear UK
& Ireland)
"Euroclear UK & Euroclear UK & Ireland Limited,
Ireland" or "Euroclear" the operator of CREST
"Excess Application the arrangement pursuant to which
Facility" Qualifying Shareholders may apply
for Open Offer Shares in excess
of their Open Offer Entitlements
"Excess CREST Open in respect of each Qualifying
Offer Entitlement" CREST Shareholder, the entitlement
to apply for Open Offer Shares
in addition to his Open Offer
Entitlement credited to that Shareholder's
stock account in CREST, pursuant
to the Excess Application Facility,
which is conditional on the Shareholder
taking up his Open Offer Entitlement
in full and which may be subject
to scaling back in accordance
with the provisions of the Circular
"Excess Open Offer an entitlement for each Qualifying
Entitlement" Shareholder to apply to subscribe
for Open Offer Shares in addition
to that Shareholder's Open Offer
Entitlement pursuant to the Excess
Application Facility which is
conditional on the Shareholder
taking up their Open Offer Entitlement
in full and which may be subject
to scaling back in accordance
with the provisions of the Circular
"Excess Shares" Open Offer Shares in addition
to the Open Offer Entitlement
for which Qualifying Shareholders
may apply under the Excess Application
Facility
"Existing Ordinary the existing Ordinary Shares in
Shares" issue
"FCA" the Financial Conduct Authority
of the United Kingdom
"Form of Proxy" the form of proxy relating to
the General Meeting being sent
to Shareholders with the Circular
"General Meeting" the general meeting of the Company
convened for 11.00 a.m. on 18
April 2017 (or any adjournment
of it), notice of which is set
out in the Circular
"Group" or "IRG the Company and its subsidiary
Group" undertakings
"Issue Price" 0.065 pence per Open Offer Share
"Ksar Hadada Permit" the permit relating to the exploration
for hydrocarbon deposits in the
Ksar Hadada area in Tunisia
"London Stock Exchange" London Stock Exchange plc
"Open Offer" the invitation to Qualifying Shareholders
to subscribe for Open Offer Shares
at the Issue Price on the terms
of and subject to the conditions
set out in the Circular and, where
relevant, in the Application Form
"Open Offer Entitlement" the pro rata basic entitlement
for Qualifying Shareholders to
apply to subscribe for 2 Open
Offer Shares for every 3 Existing
Ordinary Shares held by them on
the Record Date pursuant to the
Open Offer
"Open Offer Shares" the 2,236,280,127 Open Offer Shares
for which Qualifying Shareholders
are being invited to apply under
the terms of the Open Offer
"Ordinary Shares" ordinary shares of 0.01p each
in the capital of the Company
"Overseas Shareholders" Shareholders who are resident
in, or who are citizens of, or
who have registered addresses
in, territories other than the
United Kingdom
"Qualifying CREST Qualifying Shareholders whose
Shareholders" Existing Ordinary Shares on the
register of members of the Company
at the close of business on the
Record Date are held in uncertificated
form
"Qualifying non-CREST Qualifying Shareholders whose
Shareholders" Existing Ordinary Shares on the
register of members of the Company
at the close of business on the
Record Date are held in certificated
form
"Qualifying Shareholders" holders of Existing Ordinary Shares
on the Company's register of members
at the Record Date (other than
Overseas Shareholders who are
located in or citizens of, or
have a registered address in certain
overseas jurisdictions (including
without limitation, any Excluded
Territory) and to whom any part
of Paragraph [6] of Part [IV]
applies so as to exclude their
participation in the Open Offer.
"Record Date" means the close of business on
13 March 2017
"Resolutions" the resolutions set out in the
notice of the General Meeting
in the Circular
"Shareholders" holders of Existing Ordinary Shares
"stock account" an account within a member account
in CREST to which a holding of
a particular share or other security
in CREST is credited
"subsidiary" a "subsidiary undertaking" as
that term is defined in the Act
"uncertificated" recorded on the relevant register
or "uncertificated or other record of the share or
form" other security concerned as being
held in uncertificated form in
CREST, and title to which, by
virtue of the CREST Regulations,
may be transferred by means of
CREST
"United Kingdom" the United Kingdom of Great Britain
or "UK" and Northern Ireland
"GBP" or "Pounds" UK pounds sterling, being the
lawful currency of the United
Kingdom
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2017
Record Date for entitlement under the Open Offer
...................................... close of business on 13
March
Announcement of the Open Offer
.............................................................................................
14 March
Posting of the Circular, Form of Proxy and to Qualifying
non-CREST Shareholders only, the Application Form
................................................................ 16
March
Ex-entitlement Date for the Open
Offer................................................................
.. 8:00 a.m. on 14 March
Open Offer Entitlements and Excess CREST Open Offer
Entitlements
credited to stock accounts in CREST of Qualifying CREST
Shareholders ................ 8.00 a.m. on 16 March
Latest recommended time and date for requesting withdrawal of
Open Offer
Entitlements and Excess CREST Open Offer Entitlements from CREST
. .............. .. 4.30 p.m. on 7 April
Latest time for depositing Open Offer Entitlements and
Excess
CREST Open Offer Entitlements into CREST
........................................................... 3.00
p.m. on 10 April
Latest time and date for splitting Application
Forms (to satisfy bona fide market claims)
.............................................................. 3.00
p.m. on 11 April
Latest time and date for receipt of Forms of Proxy
........................................... 11.00 a.m. on 12
April
Expected time and date of announcement of results of the Open
Offer ........................ 7.00 a.m. on 13 April
Latest time and date for receipt of completed Application Forms
and
payment in full under the Open Offer or settlement of
relevant
CREST instruction (as appropriate)
...................................................................
11.00 a.m. on 13 April
General Meeting
.................................................................................................
11.00 a.m. on 18 April
Expected time of announcement of results of the General
Meeting....................... ...... 4.30 p.m. on 18 April
Admission effective and dealings in the Open Offer Shares
expected
to commence on
AIM..............................................................................................
8.00 a.m. on 19 April
Expected date for crediting of Open Offer Shares in
uncertificated form to
CREST stock accounts
..........................................................................................
8.00 a.m. on 19 April
Expected date of despatch of share certificates in respect
of
Open Offer Shares in certificated form
...........................................................................................
3 May
This information is provided by RNS
The company news service from the London Stock Exchange
END
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