Corcel PLC
("Corcel"
or the "Company")
Fundraising, Directors Dealings and TVR
15 April
2024
Corcel plc, (London AIM: CRCL), the Angolan
focused exploration and production company announces the completion
of an equity placing including a significant further investment
from the Company's current majority shareholder, Extraction Srl
("EXT").
Highlights:
o Completion of a fundraising of £1,299,750 at a price of £0.005
per share, reflecting approximately a 37% premium to the most
recent closing price, with one for one warrants at £0.01 per
share
o Placing includes follow-on investment of £500,000 by current
Cornerstone Investor Extraction Srl as well a Corcel Director and
several additional institutional investors
Corcel Executive Chairman, Antoine Karam,
commented: "Ongoing operations in
Angola necessitate additional funding into the business somewhat
earlier than originally expected, due in part to delays and costs
arising from severe weather conditions. While equity markets
clearly remain skittish, Extraction Srl and Corcel Director,
Geraldine Geraldo, have chosen to cornerstone this placing at a
premium, ensuring the Company receives the best possible terms
available, and illustrating our ongoing optimism regarding the
reactivation of the historic Tobias field in
Angola."
Equity Raise:
The Company has executed a placing
agreement to raise total proceeds of £1,299,750 from the
issue of 259,950,000 new ordinary shares of £0.0001 (Ordinary
Shares) at £0.005 (the "Placing Price") per share
("Shares"), cornerstoned by £500,000 invested by the Company's
current major shareholder, Extraction Srl and supported by
Geraldine Geraldo, a director of the Company, to the amount of
£199,875.
Investors will receive a total of
259,950,000 warrants enabling the owner to purchase new ordinary
shares at a price of £0.01 per share for a period of twenty-four
months (the "Warrants"). (Shares and Warrants together the
"Fundraising")
The Company intends to use the funds
from the Fundraising primarily to finance its ongoing operations in
Angola.
The Company has agreed on the
following staged settlement timeline with investors:
o Tranche I - £799,750 representing 159,950,000 new ordinary
shares to be settled immediately
o Tranche II - £500,000 representing 100,000,000 new ordinary
shares to be settled following a forthcoming General
Meeting
Following Tranche I of the
Fundraising, and prior to the forthcoming General Meeting and
subsequent Share and Warrant issuance, the resultant Directors'
shareholdings are as follows:
Directors
|
Ordinary
Shares
|
Total
Shares
|
% of Issued Share
Capital
|
Options
|
Warrants
|
|
|
|
|
Direct
|
Indirect
|
|
|
|
|
|
|
|
|
Geraldine
Geraldo
|
39,975,000
|
39,200,000
|
79,175,000
|
3.89%
|
31,490,580
|
0
|
|
|
General Meeting:
The Fundraising will result in the
issuance of 259,950,000 new ordinary shares and 259,950,000
warrants. Currently, the Company has 159,950,000 of remaining
shareholder authority to issue new ordinary shares for cash on a
non-pre-emptive basis. Accordingly, 159,950,000 Shares will
be issued under the Company's existing share authorities, whilst
100,000,000 Shares and 259,950,000 Warrants are to be conditional
upon, inter alia, the passing of resolutions to be put to
shareholders of the Company at a general meeting of the
Company.
The Company will publish a
circular to convene the General Meeting to propose Resolutions to
enable issuance of the balance of the Shares and the Warrants and a
renewal of routine equity authorities to support the ongoing
operations of the business. A further announcement covering
the details of the general meeting will be made and a circular
containing the notice of meeting will be published and sent to
shareholders in the coming days and will be available on the
Company's website, www.corcelplc.com. Shareholders are
urged to vote by proxy in accordance with the instructions set out
in the notice of general meeting.
Debt Cancellation:
Further to the announcement of 23
February 2024 and in light of the expanded Board's preference to
avoid where possible the Company using debt to finance its current
activities, the Company and EXT have ceased discussions regarding
further drawdowns of convertible loan notes. Following
notification by Extraction Srl, both parties have acknowledged the
full repayment and termination of the outstanding loan facility,
originally announced on 18 September 2023, effective
immediately.
Related Party Transaction
Extraction Srl is a significant
shareholder in the Company with a 25% interest after the
Fundraising has completed and Extraction Srl is 45% owned by the
Executive Chairman of Corcel Plc, Antoine Karam. Accordingly,
Extraction's and Geraldine Geraldo's participation in the placing
are a related party transaction, pursuant to Rule 13 of the AIM
Rules. The debt cancellation discussed above is also a related
party transaction. As such, Antoine Karam and Geraldine Geraldo
have not been involved in the approval of the Transaction by the
Company's Board.
The Directors of the Company
independent of the transaction, having consulted with the Company's
nominated advisor, WH Ireland Ltd, consider the terms of the
transaction to be fair and reasonable insofar as the Company's
shareholders are concerned.
Total Voting Rights:
Application will be made for the
first tranche of the Shares, consisting of 159,950,000 new ordinary
shares to be admitted to trading on AIM and it is expected that
their admissions to AIM will take place on or around 17 April
2024.
Following Admission of the first
tranche of Shares, the Company's total issued share capital will
consist of 2,034,744,153 Ordinary Shares, with one voting
right per share. The Company does not hold any shares in
treasury. Therefore, the total number of Ordinary Shares and
voting rights in the Company will be 2,034,744,153 from
Admission. This figure may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company
pursuant to the FCA's Disclosure Guidance and Transparency
Rules.
Further updates will be provided on
the Total Voting Rights on completion of Tranche II of the
Fundraising.
For
further information, please contact:
Antoine
Karam
Corcel Plc Executive
Chairman
Development@Corcelplc.com
James Joyce / James Bavister
/Andrew de Andrade
WH Ireland Ltd NOMAD &
Broker
0207 220
1666
Patrick d'Ancona
Vigo
Communications IR
0207 3900 230
The information contained within
this announcement is deemed to constitute inside information as
stipulated under the Market Abuse Regulation (EU) No. 596/2014
which is part of UK law by virtue of the European Union
(withdrawal) Act 2018. Upon the publication of this announcement,
this inside information is now considered to be in the public
domain.
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Geraldine Geraldo
|
2
|
Reason for the notification
|
a)
|
Position/status
|
PDMR (Executive Director)
|
b)
|
Initial
notification/Amendment
|
Initial Notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Corcel plc
|
|
b)
|
LEI
|
2138009ECXQQ3EGKVY57
|
|
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 the financial
instrument, type of instrument
|
Ordinary shares of £0.0001
each
|
|
|
Identification code
|
GB00BKM69866
|
|
b)
|
Nature of the transaction
|
Purchase of ordinary
shares
|
|
c)
|
Price(s) and volumes(s)
|
Price(s)
|
Volume(s)
|
|
£0.005
|
39,975,000
|
|
d)
|
Aggregated information
|
N/A
|
|
|
Aggregated volume
|
N/A
|
|
|
Price
|
£0.005
|
|
e)
|
Date of the transaction
|
9 April 2024
|
|
f)
|
Place of the transaction
|
AIMX
|
|
|
|
|
|
|
| |