Upland Resources Limited Convertible Loan Notes Facility (0512H)
March 08 2018 - 1:00AM
UK Regulatory
TIDMUPL
RNS Number : 0512H
Upland Resources Limited
08 March 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
This announcement is not an offer for sale, or a solicitation of
an offer to acquire, securities in any jurisdiction, including in
or into the United States, Canada, Australia, or Japan. Neither
this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
8(th) March 2018
UPLAND RESOURCES LIMITED
("Upland" or the "Company")
CONVERTIBLE LOAN NOTES FACILITY
Upland Resources Limited (LSE: UPL), the oil and gas company
actively building a portfolio of attractive upstream assets, is
pleased to announce that it has received (and accepted)
commitments, directly and without an intermediary, from private and
institutional investors (the "Facility Providers") to subscribe for
GBP3.5 million principal of unsecured, interest-free convertible
loan notes (the "Loan Notes").
The Loan Notes provide Upland with the ability to draw down
appropriate sums at short notice, at times of the Company's
choosing and with a near-zero execution cost, hence reducing
dilution for existing shareholders. This will be a useful facility
over the coming weeks and months as the Company expects to become
increasingly active, principally through its participation in the
drilling of the Wick well in Q3 this year; which although fully
funded from existing cash resources allows flexibility towards over
runs.
Terms of the Convertible Loan Notes Facility
-- The Facility Providers comprise Tune Assets
Limited, Norza Zakaria (Chairman of the Company)
and clients of Optiva Securities (corporate
brokers to Upland).
-- The GBP3.5 million principal of Loan Notes
have been constituted and created pursuant
to a loan note instrument dated 7 March 2018
executed by the Company.
-- The commitments by the Facility Providers
to subscribe for the Loan Notes (the "Convertible
Loan Notes Facility") may be called upon by
Upland at time(s) and amounts of its choosing,
within the size and timeframe of the Convertible
Loan Notes Facility.
-- Upland may also terminate any commitments
under the Convertible Loan Notes Facility
and make repayments of any amounts drawn down
by the Company by way of subscription for
Loan Notes, at any time(s) of its choosing,
without penalty.
-- No fees are payable to any agents or third
parties in relation to the Convertible Loan
Notes Facility - and no interest is payable
by the Company on any of the Loan Notes on
draw down of funds by the Company from the
Facility Providers. Instead, a 3% commitment
fee is to be paid by Upland to the Facility
Providers as a result of acceptance by the
Company of the committed funds and will be
payable again on each anniversary of that
acceptance date (to the extent that the commitments
or, following draw down, the Loan Notes remain
outstanding at such anniversary date).
-- The initial commitment fee, any commitment
fee payable on an anniversary and any of the
Loan Notes (issued following any draw down
by the Company of the Facility Providers'
commitments) may - at the Company's sole option
- be satisfied by the issue of new shares
of no par value in Upland ("Upland shares"),
cash or any combination of the two. For this
purpose, Upland shares will be valued at a
10% discount to the volume weighted average
price of the shares over the five days' trading
immediately prior to the relevant date. The
Company has elected to satisfy the aggregate
initial commitment fee of GBP105,000 as to
GBP40,000 in Upland shares and as to GBP65,000
in cash.
-- Upland shares issued in repayment of the Loan
Notes are subject to a six-month lock in period,
during which time they may not be sold or
traded.
-- The final repayment date for any Loan Notes
issued to the Facility Providers (following
any draw down by the Company of their commitments)
is 30(th) June 2020.
Steve Staley, Upland Resources Limited CEO, said:
"The Convertible Loan Notes Facility provides Upland with added
funding flexibility at low cost and minimal dilution to existing
shareholders. This flexibility allows Upland to pick the right time
to draw funds and in amounts that can be matched to needs. The
Board believes that this Facility compares very favourably with
other arrangements currently available in the market that seek to
provide the same flexibility. It also serves to underline the
commitment of our cornerstone shareholders to the Company."
This announcement contains inside information for the purposes
of Article 7 of the Regulation (EU) No 596/2014 on market abuse
Contact details:
Upland Resources www.uplandres.com
Limited
Steve Staley, CEO s.staley@uplandres.com
Optiva Securities www.optivasecurities.com
Limited
Jeremy King Tel: 020 3137 1904
(Corporate Finance) jeremy.king@optivasecurities.com
Christian Dennis Tel: 020 3411 1882
(Corporate Broker) christian.dennis@optivasecurities.com
FTI Consulting
Edward Westropp Tel: +44 (0)203 727 1521
edward.westropp@fticonsulting.com
Molly Stewart Tel: +44 (0)20 3727 1708
molly.stewart@fticonsulting.com
Flowcomms Ltd
Sasha Sethi Tel: 07891 677441
sasha@flowcomms.com
Notes
Upland Resources Limited is an upstream oil & gas company
whose highly experienced management team has a track record of
creating major value for shareholders in junior oil & gas
companies, including Cove Energy plc. The Company has extensive
technical and commercial skills and contacts, management having
held senior roles in Petronas, Conoco, Shell etc.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUBAURWRAORUR
(END) Dow Jones Newswires
March 08, 2018 02:00 ET (07:00 GMT)
Upland Resources (LSE:UPL)
Historical Stock Chart
From Apr 2024 to May 2024
Upland Resources (LSE:UPL)
Historical Stock Chart
From May 2023 to May 2024