TIDMPHAR
RNS Number : 5282M
Pharos Energy PLC
21 January 2021
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
21 January 2021
Pharos Energy plc
Retail Offer via PrimaryBid.com
Retail Offer
Pharos Energy plc (" Pharos " or the "Company"), the premium
listed oil and gas exploration and production company, is pleased
to announce a retail offer via PrimaryBid of up to 9,937,892 new
ordinary shares (the "Retail Shares") of 5 pence each in the
capital of the Company (the "Retail Offer"), representing up to 2.5
per cent. of the Company's existing issued share capital.
As separately announced today, the Company is conducting a
non-pre-emptive placing and subscriptions (respectively the
"Placing" and the "Subscription") of, in aggregate, up to 39.8
million new ordinary shares in the capital of the Company at a
price of 19.25p per placing share (the "Placing Price"). The
Subscription comprises the indication from certain directors and
existing shareholders of the Company to subscribe for an aggregate
amount of new ordinary shares in the capital of the Company
equivalent to up to $2.47 million at the Placing Price,
representing up to approximately 2.4 per cent. of the Company's
existing issued share capital.
The issue price for the Retail Shares, as well as for the shares
in the Subscription, will be equal to the Placing Price.
Reasons for the Retail Offer
While the Placing has been structured as a non-pre-emptive offer
so as to minimise cost, time to completion and use of management
time at an important and unprecedented time for the Company, the
Company values its retail investor base and recognises the
importance of pre-emption rights in the UK listed company
environment.
After consideration of the various options available to it, the
Company believes that the separate Retail Offer, which will give
retail investors the opportunity to participate in the Company's
equity fundraising alongside the Placing and the Subscription, is
in the best interest of shareholders, as well as wider stakeholders
in Pharos.
The net proceeds of the Retail Offer will be deployed to support
the Company's investment programme in Egypt in order to provide
reservoir pressure support and stimulate production.
This will include completion of two water injector wells that
have already been drilled, well intervention of two wells and
recompletions of 6 wells to add waterflooded zones to
production.
Investment of the net proceeds of the Placing and the
Subscription will be made in advance of the conclusion of the farm
out in Egypt (as announced on 13 January 2021), which is intended
to close during H2 2021.
Details of the Retail Offer
Members of the public may participate in the Retail Offer by
applying exclusively through the www.PrimaryBid.com platform and
the PrimaryBid mobile app available on the Apple App Store and
Google Play. PrimaryBid does not charge investors any commission
for this service.
The Retail Offer will be open to retail investors in the United
Kingdom following release of this announcement. The Retail Offer
will close at the same time as the bookbuilding process with
respect to the Placing is completed.
Subscriptions under the Retail Offer will be considered by the
Company with preference to be given to the Company's existing
retail investors, subject to conditions which are available to view
on PrimaryBid.com. Aggregate demand under the Retail Offer will be
limited to a maximum of 9,937,892 Retail Shares representing up to
2.5 per cent. of the Company's existing issued share capital .
The Placing Price of 19.25 pence represents a discount of
approximately 9.8 per cent. to the closing price on 21 January
2021, the last practicable day prior to the announcement of the
Retail Offer.
The Retail Shares, when issued, will be fully paid and will rank
pari passu in all respects with each other and with the existing
ordinary shares of the Company, including, without limitation, the
right to receive all dividends and other distributions declared,
made or paid after the date of issue.
Applications will be made (i) to the Financial Conduct Authority
for admission of the Retail Shares to trading on the premium
listing segment of the Official List of the FCA; and (ii) to the
London Stock Exchange plc (the "London Stock Exchange") for
admission of the Retail Shares to trading on its main market for
listed securities (together, "Admission").
Settlement for the Retail Shares and Admission are expected to
take place on or before 8.00 a.m. on 27 January 2021. The Placing
is conditional, inter alia, upon the Subscription, but is not
conditional upon the Retail Offer. The Retail Offer is conditional
upon, the Placing, the Subscription, Admission becoming effective
and on the placing agreement entered into by the Company in
connection with the Placing not being terminated in accordance with
its terms prior to Admission.
It should be noted that a subscription for the Retail Shares and
any investment in the Company carries a number of risks. 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. Investors should take independent advice
from a person experienced in advising on investment in securities
such as the Company's ordinary shares if they are in any doubt.
Enquiries
Pharos Energy plc:
Ed Story, President & Chief Executive
Officer
Jann Brown, Managing Director & Chief
Financial Officer +44 (0)20 7747
Mike Watts, Managing Director 2000
PrimaryBid Limited: +44 (0)20 3026 4750
Charles Spencer / James Deal
This Announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
Announcement should be read and understood.
Important Notices
This Announcement has been issued by and is the sole
responsibility of the Company.
Persons distributing this Announcement must satisfy themselves
that is lawful to do so. This Announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Retail Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or any
of its affiliates, agents, directors, officers or employees that
that would permit an offer of the Retail Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Retail Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company to inform themselves about and to observe any such
restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with Regulation (EU) 2017/1129 as it forms
part of domestic law by virtue of the European Union (Withdrawal)
Act 2018) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax
advice.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or any
other jurisdiction of the United States. The securities referred to
herein may not be offered and sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
the macroeconomic and other impacts of COVID-19, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this Announcement may not occur.
The forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. The Company and its
directors each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the Listing
Rules, the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the rules of the London Stock Exchange or the
FCA.
This Announcement does not constitute a recommendation with
respect to the Retail Offer. The price of shares and any income
expected from them may go down as well as up and participants may
not get back the full amount invested upon disposal of the shares.
Past performance is no guide to future performance. The contents of
this Announcement are not to be construed as legal, business,
financial or tax advice. Each participant or prospective
participant should consult his, her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
Any indication in this Announcement of the price at which
ordinary 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 as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for 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 Retail Shares to be
issued or sold pursuant to the Retail Offer will not be admitted to
trading on any stock exchange other than the London Stock
Exchange.
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END
MSCPPUMAGUPGGMG
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