03 Apr 2019
Open Offer, Posting of Circular and Notice of General MeetingTHIS 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.
Independent Oil & Gas PLC
("IOG" or the "Company")
Open Offer, Posting of Circular
Notice of General Meeting
Further to the announcement of 1 April 2019 regarding the Companyâ€™s proposed Placing to raise gross proceeds of approximately Â£16.6 million, IOG is pleased to announce further details regarding the open offer to Shareholders to raise approximately Â£2 million (the â€œOpen Offerâ€) through the issue of up to 20,128,580 new ordinary shares of 1 pence in the Company (â€œOrdinary Sharesâ€), at the Issue Price of 10 pence per Ordinary Share on the basis of 3 Open Offer Shares for every 19 Existing Ordinary Shares held on the Record Date of 29 March 2019.
Details of the Open Offer
The Board is grateful for the continuing support received from all existing Shareholders, and accordingly wishes to offer Shareholders the opportunity to participate in the Fundraising by launching the Open Offer, whereby the Company proposes to issue up to 20,128,580 further New Ordinary Shares to Qualifying Shareholders at the Issue Price.
The net Open Offer proceeds will be used to fund the Companyâ€™s working capital requirements and ongoing project management costs. This will allow it to continue to progress its ongoing farm-out discussions, enabling it to decide by the end of the first half of 2019 between industrial or capital markets funding to FID, which will ensure the development of its SNS portfolio.
The Issue Price of 10 pence per Ordinary Share represents a discount of 41.6 per cent. to the Closing Price of 17.125 pence per Ordinary Share on 29 March 2019, being the last practicable date prior to the announcement of the Proposals.
Qualifying Shareholders may subscribe for Open Offer Shares on the basis of 3 Open Offer Shares for every 19 Existing Ordinary Shares held on 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). Shareholders subscribing for their full entitlement under the Open Offer may also request additional New Ordinary Shares as an Excess Entitlement, up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer. The Open Offer has not been underwritten.
The Open Offer is conditional on the passing of the Resolutions, as detailed in the Circular, by Shareholders at the General Meeting.
Notice of General Meeting
A circular to Shareholders in respect of the Proposals (the "Circular") will be posted to Shareholders later today giving notice of the General Meeting of the Company to be held on 23 April 2019 at 11.00 a.m. at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT. A copy of the Circular will be available on the Company's website www.independentoilandgas.com.
Admission of the New Ordinary Shares to trading on AIM is expected to occur no later than 8.00 a.m. on 24 April 2019 or such later time(s) and/or date(s) as finnCap, Peel Hunt, GMP FirstEnergy and the Company may agree.
The New Ordinary Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.
Share Capital, Placing and Open Offer Statistics
|Issue Price||10 pence|
|Number of Existing Ordinary Shares in issue as at the date of the Circular||127,481,012|
|Basis of Open Offer||3 Open Offer Shares
for every 19 Existing
|Number of Placing Shares to be issued pursuant to the Placing (at the Issue Price)||165,795,050|
|Number of Subscription Shares to be issued pursuant to the Subscription (at the Issue Price)||3,250,000|
|Number of New Ordinary Shares to be issued to LOG||20,497,204|
|Number of Open Offer Shares to be issued pursuant to the
Open Offer* (at the Issue Price)
|Enlarged Share Capital* immediately following completion of the Proposals||337,151,846|
|Placing Shares as a percentage of the Enlarged Share Capital*||49.2 per cent.|
|Gross proceeds of the Placing, Subscription and Open Offer*||Â£18.9 million|
|Estimated net proceeds of the Placing, Subscription and Open Offer*||Â£17.9 million|
|Market capitalisation of the Enlarged Share Capital* at the Issue Price||Â£33.7 million|
*Assuming full take-up under the Open Offer
Expected Timetable of Principal Events
|Record Date for entitlement under the Open Offer||6.00 p.m. on 29 March|
|Announcement of the Proposals||1 April|
|Posting of the Circular and Forms of Proxy and to Qualifying non-CREST Shareholders only, the Application Form||3 April|
|Ex-entitlement Date for the Open Offer||3 April|
|Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders||4 April|
|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 12 April|
|Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST||3.00 p.m. on 15 April|
|Latest time and date for splitting Application Forms (to satisfy bona fide market claims)||3.00 p.m on 16 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 18 April|
|Latest time and date for receipt of Forms of Proxy||11.00 a.m. on 21 April|
|General Meeting||11.00 a.m. on 23 April|
|Admission effective and dealings in the New Ordinary Shares||8.00 a.m. on 24 April|
|Expected date for crediting of Placing Shares and Open Offer Shares in uncertificated form to CREST stock accounts||8.00 a.m. on 24 April|
|Expected date of despatch of share certificates in respect of Placing Shares and Open Offer Shares in certificated form||by 8 May|
Andrew Hockey, CEO of IOG commented:
Further to the announcement of the institutional Placing, Subscription and Open Offer on 1 April 2019, I am pleased to provide details of the Open Offer to Shareholders and very much hope many will participate on the same terms as institutional investors in the Placing. We are hugely grateful for their ongoing support.
The Placing, Subscription and Open Offer are all key to progressing our plans to become a substantial UK gas producer. They will put us on track to advance into an exciting new phase and execute our strategy on behalf of our long-term shareholders and new institutional investors. We will now focus on delivering our two key catalysts to value over the coming months.
First, delivering the development funding for our high-return Core Project through the well-progressed farm-out process or via the capital markets. Second, drilling the high-impact appraisal well at Harvey which could significantly enhance the projectâ€™s value and returns.
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 and Joint Bookrunner)
Christopher Raggett, Simon Hicks (Corporate Finance)
Camille Gochez (Corporate Broking)
|+44 (0) 20 7220 0500|
|Peel Hunt LLP (Joint Bookrunner)
|+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. No prospectus or admission document will be made available in connection with the matters contained in this Announcement.
The distribution of this Announcement and the offering of the Open Offer Shares 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.
Forward Looking Statements
This Announcement contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements"). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words, including negatives thereof, suggesting future outcomes. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Company's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements.
The reader is cautioned that such forward-looking statements are not a guarantee of future results or performance and may prove to be incorrect. These forward-looking statements are statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's and/or its subsidiariesâ€™ results of operations, financial condition, prospects, growth, strategies, the industry in which the Company and its subsidiaries operate and are based on the opinions and estimates of management at the date the statements are made and should not be unduly relied on. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.
These forward-looking statements speak only as of the date of this Announcement and the Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable securities laws.