10 Apr 2019
Confirmation of Subscription 10 April 2019THIS ANNOUNCEMENT AND THE INFORMATION IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU No. 596/2014). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Capitalised terms used in this announcement have the meanings given to them in the announcement made at 7.00 a.m. on 1 April 2019 regarding the proposed Fundraising, unless the context provides otherwise.
Further to the announcement of 1 April 2019 regarding the Company’s proposed Placing to raise approximately £16.6 million (before expenses), and following the release of IOG’s final results for the year ended 31 December 2018 on 4 April 2019, IOG is no longer in a “closed period” that restricts the Directors and key executives from dealing in new ordinary shares of 1 pence in the Company (“Ordinary Shares”) and therefore the Company confirms that the following Directors and key executives have conditionally subscribed for Subscription Shares to raise £0.275 million pursuant to the Subscription:
|Director/Senior manager||Role||Subscription value (£)||Number of Subscription Shares subscribed for|
|Fiona MacAulay||Non-Executive Chair||£20,000||200,000|
|Esa Ikaheimonen||Non-Executive Director||£50,000||500,000|
|Martin Ruscoe||Non-Executive Director||£120,000||1,200,000|
|Rupert Newall||Head of Corporate Finance||£30,000||300,000|
|Gavin Milne||Financial Controller||£10,000||100,000|
|Alex McFarlane||Commercial Manager||£5,000||50,000|
|Jonathan Walker||Engineering Manager||£10,000||100,000|
In addition to those listed above, an adviser to the Company has agreed to subscribe for 500,000 Subscription Shares in lieu of fees.
The Subscription will therefore comprise a total of 3,250,000 Subscription Shares. The Subscription is conditional on the passing of the Resolutions at the General Meeting and it is intended that it will become unconditional on Admission which is expected to take place on 24 April 2019.
Related Party Transactions
The participation in the Fundraising by Fiona MacAulay (Non-Executive Chair), Andrew Hockey (CEO), Mark Hughes (COO), Esa Ikaheimonen (Non-Executive Director) and Martin Ruscoe (Non-Executive Director) (the “Participating Directors”) are related party transactions under Rule 13 of the AIM Rules as they are Directors of the Company. The Independent Director of the Company, being Charles Henry (Non-Executive Director), having consulted with finnCap in its capacity as the Company's nominated adviser for the purposes of the AIM Rules, considers the terms on which Participating Directors have participated in the Fundraising are fair and reasonable insofar as the Company's shareholders are concerned.
For more information please contact:
|Independent Oil & Gas PLC
Andrew Hockey (CEO)
James Chance (CFO)
Rupert Newall (Head of Corporate Finance)
|+44 (0) 20 3879 0510|
|finnCap Ltd (Nominated Adviser, Joint Bookrunner and Financial Adviser)
Christopher Raggett, Simon Hicks (Corporate Finance)
Camille Gochez (Corporate Broking)
|+44 (0) 20 7220 0500|
|Peel Hunt LLP (Joint Bookrunner and Financial Adviser)
|+44 (0) 20 7418 8900|
|GMP First Energy (Joint Bookrunner)
|+44 (0) 20 7448 0200|
|+44 (0) 20 7390 0230|
This Announcement has been issued by, and is the sole responsibility of, the Company.
The distribution of this Announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company 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 by the Company to inform themselves about, and to observe, any such restrictions.
This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Canada, Australia, Japan or the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
The securities referred to in this Announcement have not been nor will be registered under the United States Securities Act of 1933, as amended ("Securities Act"), and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to in this Announcement is being made in the United States, United Kingdom or elsewhere.