This announcement contains
inside information
Empyrean
Energy Plc / Index: AIM / Epic: EME / Sector: Oil &
Gas
Empyrean Energy
plc
Empyrean
completes £700,000
Placing
13 February 2024
Placing
Empyrean Energy plc ("Empyrean" or the "Company"), the oil and gas development
company with interests in China, Indonesia and the United States,
advises that it has raised £700,000 (before
costs) through a placing of
280,000,000 new ordinary shares of
0.2p each in the Company (the "Placing Shares") at a price of 0.25p
per Placing Share (the "Issue
Price") (the "Placing"). Subscribers to the Placing
will also receive 1 warrant exercisable at 0.5p each for every 2
Placing Shares subscribed for (the "Placing Warrants"). The Placing
Warrants will expire 2.5 years from the date of issue.
Investors in the Placing have agreed
a 3-month lock-in on Placing Shares issued pursuant to the Placing.
In addition, the Placing Warrants will only become exercisable if
the relevant Placing Shares are held for a minimum period of 6
months from the date of admission to trading on AIM ("Admission").
The Issue Price represents a 20.6%
discount to the price of the Company's ordinary
shares of 0.2p each (the "Shares") as at close of business
on 12 February 2024 (0.315p) and a 27.1% discount to the volume
weighted average price of the Shares for the ten days prior to
close of business 12 February 2024 (0.343p).
The funds raised from the Placing
will be used:
· for
ongoing prospect, licensing fees and permit costs at Block 29/11,
Offshore China;
· for
ongoing costs associated with advancing the Mako Gas Field toward
production, including finalising the Gas Sales Agreement
("GSA"), binding
documentation and completing Duyung PSC sell-down process;
and
· for
general working capital requirements.
The Placing is being completed under
the Company's existing authorities and is not subject to the
approval of shareholders.
Mako Gas Field Update
As previously announced, Conrad Asia
Energy ("Conrad"), the
operator and 76.5% partner in Mako is conducting a sell down
process with a global investment bank in order to fund the
development of Mako. Mako is the largest undeveloped gas
accumulation in the immediate region.
Mako has received government
approval for a Plan of Development and Conrad have agreed key
(non-binding) terms with Sembcorp Gas Pte Ltd, a Singapore based
major gas buyer that have been endorsed by the Indonesian regulator
SKK Migas for the GSA. Subsequent commercial negotiations have
resulted in an improved price formula for the GSA. Since the
agreement with Sembcorp Gas Pte Ltd, a number of additional parties
have expressed interest in Mako.
Director Participation and Salary Sacrifice
Of the total raised under the
Placing, CEO and Managing Director of Empyrean, Tom Kelly, has
subscribed for 12,000,000 Placing Shares and Technical Director of
Empyrean, Gaz Bisht, has subscribed for 8,800,000 Placing
Shares.
In addition, Empyrean advises that
it has today issued a total of 15,330,940 new Shares (the
"Salary Sacrifice Shares")
to Tom Kelly, Gaz Bisht and its Company Secretary, Jonathan
Whyte.
A total of 5,928,716 Salary
Sacrifice Shares have been issued at a deemed price of 0.8p in lieu
of cash remuneration for the months of September to December 2023,
in accordance with the Salary Sacrifice arrangements announced on
30 May 2023.
Each of Tom Kelly, Gaz Bisht and
Jonathan Whyte have agree to continued salary sacrifice
arrangements with effect from 1 February 2024. Under these
arrangements, each has agreed to continue to take one third of
their salaries in new Shares in order to continue to preserve
capital and ensure more funds are directed towards project
activities while the Company awaits the agreement of binding terms
for GSA and the completion of the sell down process noted
above.
Accordingly, a total of 9,402,224
Salary Sacrifice Shares have been issued in lieu of cash
remuneration at a deemed price of 0.25p (being the Issue Price) for
the months of February and March 2024.
This arrangement will conclude on
the earlier of (a) 31 July 2024 or (b) the signing of a binding
agreement for the sale (in part or whole) of Empyrean's interest in
Mako. From 1 April 2024, the deemed price of any Shares issued
pursuant to the ongoing salary sacrifice arrangements will be the
higher of the Issue Price and the 5 day Volume Weighted Average
Price at the end of each month until conclusion.
The following table details the
updated interests of each of Tom Kelly, Gaz Bisht and Jonathan
Whyte:
|
Director/PDMR
|
Number of Placing Shares
|
Number of Salary Sacrifice
Shares
|
Total Number of Shares
held
|
% of Issued Share Capital
|
|
Tom Kelly
|
12,000,000
|
7,312,500
|
116,560,763
|
9.10
|
|
Gaz Bisht
|
8,800,000
|
6,324,608
|
50,595,279
|
3.95
|
|
Jonathan Whyte
|
-
|
1,693,832
|
2,856,380
|
0.22
|
Appointment of Advisor and Issue of Warrants
Novum Securities Limited
("Novum") has been
appointed Advisor to the Placing. Empyrean advises that the Board
has resolved to issue warrants in respect of 12,000,000 Shares to
Novum for services provided in the Placing (the "Advisor Warrants").
The exercise price of the Advisor
Warrants is the same as the Placing Price and they will expire 2 years from the date of
issue.
Total Voting Rights and Admission
Application will be made for the
Placing Shares and the Salary Sacrifice Shares (together the
"New Ordinary Shares") to
be admitted to trading on AIM. Admission is expected to take place
on 26 February 2024. The New Ordinary Shares will rank pari passu
with existing Shares in issue.
Following the issue of the New
Ordinary Shares the Company's enlarged issued share capital will
comprise 1,280,801,707 Shares. This figure
may be used by shareholders as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, securities of the
Company under the Financial Conduct Authority's Disclosure and
Transparency Rules.
Empyrean CEO, Tom Kelly, stated: "Empyrean would like to thank
existing and new shareholders for their support as we look forward
to the finalisation of the GSA with Sembcorp, a major milestone for
the Mako Project. Whilst this has taken longer than anyone
envisaged, we are delighted with the improved pricing formula for
gas sales which should have positive implications for the Duyung
PSC/ Mako sell-down efforts."
For further information please
contact the following:
|
Empyrean Energy plc
|
|
Tom Kelly
|
Tel: +61 6146 5325
|
|
|
|
|
|
|
Cavendish Capital Markets Limited (Nominated Advisor and
Broker)
|
|
Neil McDonald
|
Tel: 0131 220 6939
|
|
|
|
|
Pearl Kellie
|
|
|
|
|
NOTIFICATION AND PUBLIC
DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH
THEM
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name:
|
Thomas Kelly
|
|
2
|
Reason for the Notification
|
|
a)
|
Position/Status:
|
Managing Director/CEO
|
|
b)
|
Initial notification/
Amendment:
|
Initial Notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
Empyrean Energy Plc
|
|
b)
|
LEI:
|
213800ZRH1WBHEWDFA57
|
|
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:
Identification code:
|
Ordinary shares of 0.2p each
("Shares")
GB00B09G2351
|
|
b)
|
Nature of the
transaction:
|
Subscription for Shares and
Attaching Warrants and Issue of Salary Sacrifice Shares
|
|
c)
|
Price(s) and Volume(s):
|
Placing
Shares
Price
Volume
0.25p
12,000,000
Placing
Warrants
|
Exercise
Price(s)
|
Volume(s)
|
|
0.50p
|
6,000,000
|
Salary Sacrifice
Shares
Price
Volume
Nil
7,312,500
|
|
d)
|
Aggregated Information:
- Aggregated Volume
- Price
|
N/A (Single transaction)
|
|
e)
|
Date of the Transaction:
|
13 February 2024
|
|
f)
|
Place of the Transaction:
|
London Stock Exchange, AIM
(LON:EME)
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name:
|
Gaz Bisht
|
|
2
|
Reason for the Notification
|
|
a)
|
Position/Status:
|
Technical Director
|
|
b)
|
Initial notification/
Amendment:
|
Initial Notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
Empyrean Energy Plc
|
|
b)
|
LEI:
|
213800ZRH1WBHEWDFA57
|
|
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:
Identification code:
|
Ordinary shares of 0.2p each
("Shares")
GB00B09G2351
|
|
b)
|
Nature of the
transaction:
|
Subscription for Shares and
Attaching Warrants and Issue of Salary Sacrifice Shares
|
|
c)
|
Price(s) and Volume(s):
|
Placing
Shares
Price
Volume
0.25p
8,800,000
Placing
Warrants
|
Exercise
Price(s)
|
Volume(s)
|
|
0.50p
|
4,400,000
|
Salary Sacrifice
Shares
Price
Volume
Nil
6,324,608
|
|
d)
|
Aggregated Information:
- Aggregated Volume
- Price
|
N/A (Single transaction)
|
|
e)
|
Date of the Transaction:
|
13 February 2024
|
|
f)
|
Place of the Transaction:
|
London Stock Exchange, AIM
(LON:EME)
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name:
|
Jonathan Whyte
|
|
2
|
Reason for the Notification
|
|
a)
|
Position/Status:
|
Company Secretary
|
|
b)
|
Initial notification/
Amendment:
|
Initial Notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
Empyrean Energy Plc
|
|
b)
|
LEI:
|
213800ZRH1WBHEWDFA57
|
|
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:
Identification code:
|
Warrants over ordinary shares of
0.2p each ("Shares")
GB00B09G2351
|
|
b)
|
Nature of the
transaction:
|
Issue of Salary Sacrifice
Shares
|
|
c)
|
Price(s) and Volume(s):
|
Price
Volume
Nil
1,693,832
|
|
d)
|
Aggregated Information:
- Aggregated Volume
- Price
|
N/A (Single transaction)
|
|
e)
|
Date of the Transaction:
|
13 February 2024
|
|
f)
|
Place of the Transaction:
|
London Stock Exchange, AIM
(LON:EME)
|