TIDMMATD
RNS Number : 8076O
Petro Matad Limited
03 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF
SUCH JURISDICTION .
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Petro Matad Limited or other evaluation of any
securities of Petro Matad Limited or any other entity and should
not be considered as a recommendation that any investor should
subscribe for or purchase any such securities .
This Announcement contains inside information for the purposes
of the UK version of the market abuse regulation (EU No . 596/2014)
as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"). In addition,
market soundings (as defined in UK MAR) were taken in respect of
certain of the matters contained in this Announcement, with the
result that certain persons became aware of such inside
information, as permitted by UK MAR. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain and such persons shall therefore cease to be in
possession of inside information .
For immediate release
3 February 2023
Petro Matad Limited
("Petro Matad" or the "Company")
Results of Capital Raise
Petro Matad Limited ("Petro Matad" or the "Company") (AIM:
MATD), the AIM quoted Mongolian oil company, is pleased to announce
that following the accelerated bookbuild which was announced on 2
February 2023, the Company has conditionally raised gross proceeds
of US$6.0 million through the Capital Raising (the "Placing") of,
and subscriptions by a director and shareholder of the Company (the
"Subscription" or "Subscriptions") for, 195,121,952 new Ordinary
Shares ("Placing Shares" and "Subscription Shares") at a price of
2.5p (the "Placing Price") per share.
Shore Capital Stockbrokers ("Shore Capital") and Zeus Capital
("Zeus") acted as Joint Bookrunners.
Capitalised terms used in this announcement (this
"Announcement") have the meanings given to them in the launch
announcement, unless the context provides otherwise.
Highlights
-- The Company has conditionally raised, in aggregate, US$6.0
million at a price of 2.5 pence per new Ordinary Share.
-- Petrovis Matad Inc. (a Substantial Shareholder as defined
under the AIM Rules) is participating in the Subscription for a
total of 32,520,324 Subscription Shares with a total value of
US$1.0 million.
-- Mike Buck, CEO of Petro Matad, is participating in the
Subscription for a total of 813,008 Subscription Shares with a
total value of US$25,000.
-- Conditionally, in aggregate, a total of 195,121,952 New
Shares will therefore be issued, representing approximately 17.8
per cent. of the enlarged share capital.
Retail Offer
As part of the Capital Raising, the Company announced on 2
February 2023 that it was launching a separate retail offer of up
to 20,000,000 new Ordinary Shares at the Placing Price on the
BookBuild Platform to raise up to a further GBP500,000 (US$615,000)
to provide existing retail shareholders in the United Kingdom with
an opportunity to participate in the Capital Raising. A separate
announcement will be made on the result of the Retail Offer,
expected to be released on 8 February 2023.
Admission
Application will be made for the admission of the Capital
Raising Shares to trading on the AIM market of London Stock
Exchange plc ("Admission"). It is expected that such Admission will
take place at or around 8.00 a.m. (London time) on 10 February
2023.
Related Party Transaction
As a substantial shareholder, Petrovis Matad Inc.'s
participation in the Subscription is deemed to be a related party
transaction for the purposes of AIM Rule 13. The independent
director of Petro Matad (being for this purpose Tim Bushell),
having consulted with the Company's nominated adviser, Shore
Capital, considers that the terms of Petrovis Matad Inc.'s
participation in the Subscription are fair and reasonable insofar
as Shareholders are concerned.
As a director, Mike Buck's intended participation in the
Subscription is deemed to be a related party transaction for the
purposes of AIM Rule 13. The independent Director of Petro Matad
(being for this purpose Tim Bushell), having consulted with the
Company's nominated adviser, Shore Capital, considers that the
terms of his participation in the Subscription are fair and
reasonable insofar as Shareholders are concerned.
Enquiries :
Petro Matad Limited
Mick Buck, Chief Executive Officer +44 162 462 7099
Shore Capital Stockbrokers Limited (NOMAD,
Broker, Joint Bookrunner)
Toby Gibbs / John More / Rachel Goldstein +44 207 408 4050
Zeus Capital Limited (Joint Bookrunner)
Simon Johnson / Louisa Waddell +44 207 614 5900
FTI Consulting (Financial PR) +44 203 727 1000
Ben Brewerton / Christopher Laing petromatad@fticonsulting.com
About Petro Matad
Petro Matad is the parent company of a group focussed on oil
exploration, as well as future development and production in
Mongolia. At the current time, Petro Matad holds 100% working
interest and the operatorship of two Production Sharing Contracts
with the Government of Mongolia. Block XX has an area of 218 square
kilometres in the far eastern part of the country and Block V has
an area of 7,937 square kilometres in the central western part of
the country.
Petro Matad Limited is incorporated in the Isle of Man under
company number 1483V. Its registered office is at Victory House,
Prospect Hill, Douglas, Isle of Man, IM1 1EQ.
Market Abuse Regulation
This Announcement is released by Petro Matad Limited and
contains inside information for the purposes of UK MAR and is
disclosed in accordance with the Company's obligations under UK
MAR. The person who arranged for the release of this Announcement
on behalf of Petro Matad Limited was Mike Buck, Chief Executive
Officer.
Important Notices
Shore Capital is a member of the London Stock Exchange and is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA") and Zeus is regulated in the United
Kingdom by the FCA. Each of Shore Capital and Zeus is acting
exclusively for the Company and no one else in connection with the
Placing, and Shore Capital and Zeus will each not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
Forward-looking statements
This Announcement contains statements about Petro Matad that are
or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this Announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of Petro Matad.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, UK MAR, the Prospectus Rules and/or the FSMA),
Petro Matad does not undertake any obligation to update publicly or
revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to Petro Matad or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. All forward-looking statements contained in this
Announcement are based on information available to the Directors at
the date of this Announcement, unless some other time is specified
in relation to them, and the posting or receipt of this
Announcement shall not give rise to any implication that there has
been no change in the facts set forth herein since such date.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings or losses per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings or losses per
share of the Company.
The New Shares will not be admitted to trading on any stock
exchange other than AIM.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment" and, together with the
UK Target Market Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; Placing
Shares offer no guaranteed income and no capital protection; and an
investment in Placing Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessments are
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessments, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessments do not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II or Chapters 9A or 10A respectively of the
FCA Handbook Conduct of Business Sourcebook ; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further details of
above transactions.
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name Mike Buck
--------------------------- --------------------------------------
Reason for the notification
2
-------------------------------------------------------------------
a) Position/status CEO
--------------------------- --------------------------------------
b) Initial notification Initial notification
/Amendment
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Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Petro Matad Limited
--------------------------- --------------------------------------
b) LEI 213800FXLBLLEVK4R858
--------------------------- --------------------------------------
Details of the transaction(s): section to be repeated
4 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 Ordinary shares in the Company
financial instrument,
type of instrument
IM00B292WR19
Identification code
--------------------------- --------------------------------------
b) Nature of the transaction Purchase of shares
--------------------------- --------------------------------------
c) Price(s) and volume(s) Purchase of shares: Price Volume(s)
2.5p 813,008
----------
--------------------------- --------------------------------------
d) Aggregated information
- Aggregated volume N/A
- Price
- Total Value
--------------------------- --------------------------------------
e) Date of the transactions 2 February 2023
--------------------------- --------------------------------------
f) Place of the transaction LSE, AIM Market (AIMX)
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END
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