TIDMELA
RNS Number : 4768H
Eland Oil & Gas PLC
07 June 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR THE
SOLICITATION OF AN OFFER TO BUY THE SECURITIES DISCUSSED HEREIN IN
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
7 June 2017
Eland Oil & Gas PLC
Completion of Oversubscribed Placing to Raise $19.5 million
Eland Oil & Gas PLC ("Eland" or the "Company" or the
"Group"), an oil & gas production and development company
operating in West Africa with an initial focus on Nigeria, is
pleased to announce the successful completion of the Placing, as
announced earlier today (the "Placing Launch Announcement"). Owing
to a strong response from investors, the Placing was oversubscribed
and the close of the books had been brought forward.
A total of 27,548,000 Placing Shares have been placed at a price
of 55 pence per Placing Share. The Placing will raise gross
proceeds of approximately $19.5 million (equivalent to
approximately GBP15.2 million at an exchange rate of $1.29).
The Placing, which has been conducted by Panmure Gordon as Lead
Bookrunner, Canaccord as Nominated Adviser and Joint Bookrunner and
Pareto Securities as Joint Bookrunner, pursuant to the terms and
conditions as set out in the Appendix to the Placing Launch
Announcement, is conditional, amongst other things, on
Admission.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing voting
ordinary shares of the Company, including the right to receive all
dividends or other distributions made, paid or declared in respect
of such shares after the date of issue of the Placing Shares.
George Maxwell, CEO of Eland, commented:
"I am delighted to announce the successful completion of our
oversubscribed placing. I would like to thank our shareholders for
their continued support and welcome our new shareholders to the
Company.
"Eland now has the funds available to accelerate drilling
activity across our development projects. We intend on deploying
these funds immediately as we focus on growing our production
significantly and drilling preparations for the side-tracking of
Opuama will commence imminently. We look forward to updating
shareholders on our progress."
Application will be made to the London Stock Exchange for
admission to trading of the Placing Shares on AIM ("Admission"). It
is expected that Admission will take place at 8:00 a.m. on 14 June
2017 (at which time the Placing will become unconditional) and that
dealings in the Placing Shares on AIM will commence at the same
time.
Eland's enlarged issued ordinary share capital immediately
following the issue of the Placing Shares will be 213,867,340
voting ordinary shares and 6,296,815 non-voting right ordinary
shares. The aforementioned figure of 213,867,340 voting ordinary
shares 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 in interest in, the share
capital of the Company under the Disclosure and Transparency
Rules.
Confirmation of work programme
Pursuant to the quantum of the Placing, the Company confirms
that the development of Gbetiokun-1 will be contiguous with the
development of Opuama-7, with operations for both wells taking
place in the second half of 2017. Preparations for the side-track
of Opuama-7 will begin immediately.
Directors' dealings
The Company has today been notified that certain directors of
Eland have agreed to acquire Placing Shares pursuant to the terms
of the Placing. Following Admission, the beneficial interests of
the participating directors will be as follows:
Number of
Placing Shares
acquired pursuant Resulting % of enlarged
to the terms holding post issued voting
Director of the Placing Admission share capital
---------------- ------------------- -------------- ---------------
Russell Harvey 18,182 42,888 0.02%
George Maxwell 27,273 540,802 0.25%
Olivier Serra 27,273 86,097 0.04%
The Company has also today been notified that the following two
substantial shareholders of Eland have agreed to acquire Placing
Shares pursuant to the terms of the Placing. Following Admission,
their beneficial interests will be as follows:
Number of
Placing
Shares acquired % of enlarged
pursuant Resulting issued voting
to the terms holding share capital
Entity of the Placing post Admission post Admission
-------------------------- ----------------- ---------------- ----------------
Helios Natural Resources
Ltd (incorporated
in Mauritius)
("Helios Natural
Resources") 1,409,443* 56,373,258* 26.36%
Lombard Odier Asset
Management Europe
Limited ("Lombard
Odier") 5,735,491 52,998,519 24.78%
* In addition, Helios Natural Resources holds 6,296,815
non-voting right ordinary shares of 10 pence each.
Defined terms used in this announcement have the same meaning as
set out in the Placing Launch Announcement issued by the Company
earlier today.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR").
For further information:
Eland Oil & Gas PLC (+44 (0)1224 737300)
www.elandoilandgas.com
George Maxwell, CEO
Olivier Serra, CFO
Edward Cozens, GM Commercial
Canaccord Genuity Limited (nominated adviser and joint broker)
(+44 (0)20 7523 8000)
Henry Fitzgerald O'Connor
James Asensio
Panmure Gordon (UK) Limited (Lead Bookrunner and joint broker)
(+44 (0)20 7886 2500)
Adam James / Atholl Tweedie
Tom Salvesen
Pareto Securities (Joint Bookrunner) (+44 (0) 20 7786 4398)
Davide Finelli
Camarco (+44 (0) 203 757 4980)
Billy Clegg / Georgia Edmonds
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail on the
transactions of the certain Directors who subscribed for Placing
Shares pursuant to the Placing.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities ("PDMRs") and persons
closely associated with them.
1 Details of the person discharging managerial
responsibilities / person closely associated
--- ------------------------------------------------------------
a) Name Russell Harvey
--- ------------------------ ----------------------------------
2 Reason for the notification
--- ------------------------------------------------------------
a) Position/status Chairman
--- ------------------------ ----------------------------------
b) Initial notification Initial
/Amendment
--- ------------------------ ----------------------------------
3 Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
--- ------------------------------------------------------------
a) Name Eland Oil & Gas PLC
--- ------------------------ ----------------------------------
b) LEI N/A
--- ------------------------ ----------------------------------
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 10 pence
the financial each ("Ordinary Shares")
instrument, type
of instrument
--- ------------------------ ----------------------------------
b) Identification GB00B8HHWX64
code
--- ------------------------ ----------------------------------
c) Nature of the Purchase of Ordinary Shares
transaction pursuant to the Placing
--- ------------------------ ----------------------------------
d) Price(s) and Prices(s) Volume(s)
volume(s) ----------- ----------
55 pence 18,182
----------- ----------
--- ------------------------ ----------------------------------
d) Aggregated information N/A
- Aggregated
volume
- Price
--- ------------------------ ----------------------------------
e) Date of the transaction 7 June 2017
--- ------------------------ ----------------------------------
f) Place of the London Stock Exchange, AIM Market
transaction (XLON)
--- ------------------------ ----------------------------------
1 Details of the person discharging managerial
responsibilities / person closely associated
--- ------------------------------------------------------------
a) Name George Maxwell
--- ------------------------ ----------------------------------
2 Reason for the notification
--- ------------------------------------------------------------
a) Position/status Chief Executive Officer
--- ------------------------ ----------------------------------
b) Initial notification Initial
/Amendment
--- ------------------------ ----------------------------------
3 Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
--- ------------------------------------------------------------
a) Name Eland Oil & Gas PLC
--- ------------------------ ----------------------------------
b) LEI N/A
--- ------------------------ ----------------------------------
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 10 pence
the financial each ("Ordinary Shares")
instrument, type
of instrument
--- ------------------------ ----------------------------------
b) Identification GB00B8HHWX64
code
--- ------------------------ ----------------------------------
c) Nature of the Purchase of Ordinary Shares
transaction pursuant to the Placing
--- ------------------------ ----------------------------------
d) Price(s) and Prices(s) Volume(s)
volume(s) ----------- ----------
55 pence 27,273
----------- ----------
--- ------------------------ ----------------------------------
d) Aggregated information N/A
- Aggregated
volume
- Price
--- ------------------------ ----------------------------------
e) Date of the transaction 7 June 2017
--- ------------------------ ----------------------------------
f) Place of the London Stock Exchange, AIM Market
transaction (XLON)
--- ------------------------ ----------------------------------
1 Details of the person discharging managerial
responsibilities / person closely associated
--- ------------------------------------------------------------
a) Name Olivier Serra
--- ------------------------ ----------------------------------
2 Reason for the 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 Eland Oil & Gas PLC
--- ------------------------ ----------------------------------
b) LEI N/A
--- ------------------------ ----------------------------------
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 10 pence
the financial each ("Ordinary Shares")
instrument, type
of instrument
--- ------------------------ ----------------------------------
b) Identification GB00B8HHWX64
code
--- ------------------------ ----------------------------------
c) Nature of the Purchase of Ordinary Shares
transaction pursuant to the Placing
--- ------------------------ ----------------------------------
d) Price(s) and Prices(s) Volume(s)
volume(s) ----------- ----------
55 pence 27,273
----------- ----------
--- ------------------------ ----------------------------------
d) Aggregated information N/A
- Aggregated
volume
- Price
--- ------------------------ ----------------------------------
e) Date of the transaction 7 June 2017
--- ------------------------ ----------------------------------
f) Place of the London Stock Exchange, AIM Market
transaction (XLON)
--- ------------------------ ----------------------------------
IMPORTANT NOTICES
THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY
AND IS NOT INTED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION IN WHICH SUCH AN OFFER
WOULD BE UNLAWFUL. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM
REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMED (THE "US SECURITIES ACT"), OR THE LAWS OF ANY
STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT
BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION OR
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION IN THE UNITED STATES.
The distribution of this announcement and the Placing of the
Placing Shares as set out in this announcement in certain
jurisdictions may be restricted by law. No action has been taken
that would permit an offering of such shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required to inform
themselves about, and to observe, such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This communication does not constitute an offer of securities to
the public in the United States, the United Kingdom or in any other
jurisdiction. There will be no public offer of securities in the
United States, United Kingdom or in any other jurisdiction. This
communication is directed only at persons (i) having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"), (ii) who are high net worth companies,
unincorporated associations and other persons to whom it may
lawfully be communicated in accordance with Article 49(2)(a) to (d)
of the Order, or (iii) other persons to whom it may lawfully be
communicated (all such persons together being referred to as
"relevant persons"). Any investment activity in connection with the
Placing will only be available to, and will only be engaged with,
relevant persons. Any person who is not a relevant person should
not act or rely on this announcement or any of its contents.
In member states of the European Economic Area, this
announcement is only addressed to and directed at persons who are
"qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in the Relevant Member State) and includes any relevant
implementing measure in each Relevant Member State).
This communication does not constitute or form a part of any
offer or solicitation or advertisement of an offer to purchase
and/or subscribe for shares in South Africa, including an offer to
the public for the sale of, or subscription for, or the
solicitation of an offer to buy and/or subscribe for, shares as
defined in the South African Companies Act, No. 71 of 2008 (as
amended) or otherwise (the "Companies Act") and will not be
distributed to any person in South Africa in any manner that could
be construed as an offer to the public in terms of the Companies
Act.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements", including within the meaning
of Section 27A of the US Securities Act and Section 21E of the U.S.
Securities Exchange Act of 1934. These forward-looking statements
are based on the Company's current expectations and projections
about future events and can be identified by the use of a date in
the future or forward-looking terminology, including, but not
limited to, the terms "may", "believes", "estimates", "plans",
"aims", "targets", "projects", "anticipates", "expects", "intends",
"will", "could" or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking
statements include matters that are not historical facts and
include statements regarding the Company's intentions, beliefs or
current expectations. They are not guarantees of future
performance. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and
circumstances. A number of factors could cause actual results and
developments to differ materially from those expressed or implied
by the forward-looking statements. Any forward-looking statements
in this announcement reflect the Company's view with respect to
future events as at the date of this announcement and are subject
to risks relating to future events and the Company's operations,
results of operations, financial condition, growth, strategy,
liquidity and the industry in which the Company operates. No
assurances can be given that the forward-looking statements in
this announcement will be realised. Neither the Company, Panmure
Gordon, Canaccord nor Pareto undertake any obligation nor do they
intend to revise or update any forward-looking statements in this
announcement to reflect events or circumstances after the date of
this announcement (except, in the case of the Company, to the
extent required by the Financial Conduct Authority (the "FCA"), the
London Stock Exchange or by applicable law, the AIM Rules or the
Disclosure Rules and Transparency Rules). None of the future
projections, expectations, estimates or prospects in this
announcement should be taken as forecasts or promises nor should
they be taken as implying any indication, assurance or guarantee
that the assumptions on which such future projections,
expectations, estimates or prospects have been prepared are correct
or exhaustive or, in the case of the assumptions, fully stated in
the announcement. As a result of these risks, uncertainties and
assumptions, prospective investors should not place undue reliance
on these forward-looking statements as a prediction of actual
results or otherwise. The Company undertakes no obligation to
update the forward-looking statements in this announcement or any
other forward-looking statements it may make. Forward-looking
statements in this announcement are current only as of the date on
which such statements are made.
This announcement has been issued by, and is the sole
responsibility of, the Company. This announcement is for
information only and does not constitute an offer or invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities or investment advice in any jurisdiction in which such
an offer or solicitation is unlawful, including without limitation,
the United States, Australia, Canada, Japan, Jersey or South
Africa. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Persons needing advice should consult an independent
financial adviser.
None of Panmure Gordon, Canaccord and Pareto, nor any of their
respective affiliates, parent undertakings, subsidiary undertakings
or subsidiaries of their parent undertakings nor any of their
respective directors, officers, employees or advisers nor any other
person accepts any responsibility whatsoever and makes no
representation or warranty, express or implied, for or in respect
of the contents of this announcement and, without prejudice to the
generality of the foregoing, no responsibility or liability is
accepted by any of them for any such information or opinions or for
any errors or omissions.
Panmure Gordon, which is regulated by the FCA in the United
Kingdom is acting solely for the Company in relation to the Placing
and nobody else and will not be responsible to anyone other than
the Company for providing the protections afforded to the clients
of Panmure Gordon nor for providing advice in relation to the
Placing or any other matter referred to in this announcement. Apart
from the responsibilities and liabilities, if any, which may be
imposed upon Panmure Gordon by the Financial Services and Markets
Act 2000 or the regulatory regime established thereunder, Panmure
Gordon does not accept any responsibility whatsoever or make any
representation or warranty, express or implied, concerning the
contents of this announcement, including its accuracy, completeness
or verification, or concerning any other statement made or
purported to be made by it, or on its behalf, in connection with
the Company, the Placing Shares or the Placing and nothing in this
announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or future.
Panmure Gordon accordingly disclaims, to the fullest extent
permitted by law, all and any responsibility and liability whether
arising in tort, contract or otherwise (save as referred to herein)
which it might otherwise have in respect of this announcement or
any such statement.
Canaccord, which is regulated by the FCA in the United Kingdom
is acting solely for the Company in relation to the Placing and
nobody else and will not be responsible to anyone other than the
Company for providing the protections afforded to the clients of
Canaccord nor for providing advice in relation to the Placing or
any other matter referred to in this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed upon
Canaccord by the Financial Services and Markets Act 2000 or the
regulatory regime established thereunder, Canaccord does not accept
any responsibility whatsoever or make any representation or
warranty, express or implied, concerning the contents of this
announcement, including its accuracy, completeness or verification,
or concerning any other statement made or purported to be made by
it, or on its behalf, in connection with the Company, the Placing
Shares or the Placing and nothing in this announcement is, or shall
be relied upon as, a promise or representation in this respect,
whether as to the past or future. Canaccord accordingly disclaims,
to the fullest extent permitted by law, all and any responsibility
and liability whether arising in tort, contract or otherwise (save
as referred to herein) which it might otherwise have in respect of
this announcement or any such statement.
Pareto, which is regulated by the FCA in the United Kingdom is
acting solely for the Company in relation to the Placing and nobody
else and will not be responsible to anyone other than the Company
for providing the protections afforded to the clients of Pareto nor
for providing advice in relation to the Placing or any other matter
referred to in this announcement. Apart from the responsibilities
and liabilities, if any, which may be imposed upon Pareto by the
Financial Services and Markets Act 2000 or the regulatory regime
established thereunder, Pareto does not accept any responsibility
whatsoever or make any representation or warranty, express or
implied, concerning the contents of this announcement, including
its accuracy, completeness or verification, or concerning any other
statement made or purported to be made by it, or on its behalf, in
connection with the Company, the Placing Shares or the Placing and
nothing in this announcement is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past
or future. Pareto accordingly disclaims, to the fullest extent
permitted by law, all and any responsibility and liability whether
arising in tort, contract or otherwise (save as referred to herein)
which it might otherwise have in respect of this announcement or
any such statement.
Any indication in this announcement of the price at which
Placing Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. 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
per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings
per share of the Company. The price of Placing Shares and the
income from them may go down as well as up and investors may not
get back the full amount invested on disposal of the Placing
Shares.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks to the Company's
website is incorporated in, or forms part of, this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCDDLFBDQFLBBX
(END) Dow Jones Newswires
June 07, 2017 13:25 ET (17:25 GMT)
Eland Oil & Gas (LSE:ELA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Eland Oil & Gas (LSE:ELA)
Historical Stock Chart
From Apr 2023 to Apr 2024