TIDMPVR
RNS Number : 3597P
Providence Resources PLC
17 June 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND
IS NOT FOR RELEASE PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR
ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY NEW OR EXISTING ORDINARY SHARES OF PROVIDENCE
RESOURCES PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL
Providence Resources P.l.c.
Result of Fundraising
Dublin and London - 17 June 2022 - Providence Resources P.l.c.
(PVR LN, PRP ID), the Irish based energy company ("Providence" or
the "Company"), announced earlier today details of a Fundraising to
raise approximately US$1.8 million (before expenses) through the
issue of Placing Securities and Subscription Securities (each of
which shall comprise one New Ordinary Share and one STG1.5p
Warrant) at a price of STGGBP0.015 each (the "Issue Price") to be
completed by way of an accelerated bookbuild process (the
"Bookbuild") which was managed by J&E Davy, the Company's
broker ("Davy" or the "Bookrunner").
The Company is pleased to confirm that the Bookbuild has been
completed and the Company has, conditionally, raised gross proceeds
of $1.8 million (equivalent to approximately STGGBP1.5 million)
through the subscription for 45,312,316 Placing Securities and
51,686,693 Subscription Securities (each of which shall comprise
one New Ordinary Share and one STG1.5p Warrant (the "Issue
Price").
Accordingly, a total of 96,999,009 New Ordinary Shares will be
issued pursuant to the Fundraising, representing less than 10 per
cent of the Company's issued Ordinary Share Capital. The New
Ordinary Shares will be issued and credited as fully paid and will
rank in full for all dividends and other distributions declared,
made or paid after the admission of those Ordinary Shares and will
otherwise rank on Admission pari passu in all respects with each
other and with the existing Ordinary Shares in the Company.
In addition 96,999,009 warrants ("the STG 1.5p Warrants") will
be issued to Placees and Subscribers. The allotment and issue of
the Warrants is subject to and conditional upon the passing of
certain resolutions in relation to the Warrants (the "Warrant
Resolutions") at the AGM by the requisite number of shareholders as
required pursuant to the Companies Act (the "Warrant Condition").
If the Warrant Condition is not satisfied, the Warrants will not be
issued to the Placees and Subscribers. The issue of the Placing
Shares and Subscription Shares is not conditional on the passing of
the Warrant Resolutions. It is intended that the AGM of the Company
at which the Warrant Resolutions will be put to shareholders will
be held on 27 July 2022.
On issue, the Warrants will entitle holders to subscribe for one
new Ordinary Share for each Warrant held at an exercise price of
STGGBP0.015 per Ordinary Share at any time for a period of 12
months following the date of satisfaction of the Warrant Condition.
If the Warrants are not exercised by their respective final
exercise dates (being the date falling 12 months following the date
of satisfaction of the Warrant Condition) the Warrants shall lapse
and shall no longer be capable of being exercised. The Warrants
will be non-transferable and issued in registered form, with the
register of Warrants being kept by the registrar of the Company.
Warrant certificates representing the relevant number of Warrants
to be issued to Placees and Subscribers, are expected to be
despatched by post within 14 Business Days of the date of
satisfaction of the Warrant Condition, at the sole risk of warrant
holders.
The Issue Price represents a discount of 35 per cent. to the
closing price of STGGBP0.023 on 16 June 2022, being the latest
practicable date on which the Company's shares traded on AIM and
Euronext Growth ahead of this announcement.
The Placing is conditional upon, amongst other things:
-- the Placing Agreement having become unconditional (save for
Admission) and not having been terminated in accordance with its
terms prior to Admission; and
-- Admission taking place by no later than 8.00 a.m. on 22 June
2022 (or such later date as the Bookrunner may agree in writing
with the Company, being not later than 8.00 a.m. on 30 June
2022).
If any of the conditions are not satisfied, the Placing
Securities and the Subscription Securities will not be issued and
Admission of the New Ordinary Shares will not take place. In
addition, and as noted, the issue of the Warrants is subject to the
satisfaction of the Warrant Condition.
Related Party Transaction
Pageant Holdings Ltd ("Pageant") has conditionally agreed to
subscribe for 13,676,860 Placing Securities at the Issue Price
pursuant to the Placing. As a substantial shareholder of the
Company, Pageant is a related party for the purposes of the AIM
Rules and the Euronext Growth Rules. The directors of the Company
consider, having consulted with the Company's nominated adviser and
Euronext Growth adviser, Davy, that the terms of the subscription
by Pageant are fair and reasonable insofar as the Company's
shareholders are concerned.
Kite Lake Capital ("Kitelake") has conditionally agreed to
subscribe for 9,871,285 Placing Securities at the Issue Price
pursuant to the Placing. As a substantial shareholder of the
Company, Pageant is a related party for the purposes of the AIM
Rules and the Euronext Growth Rules. The directors of the Company
consider, having consulted with the Company's nominated adviser and
Euronext Growth adviser, Davy, that the terms of the subscription
by Pageant are fair and reasonable insofar as the Company's
shareholders are concerned.
Application will be made to the London Stock Exchange and
Euronext Dublin for the New Ordinary Shares to be admitted to
trading on AIM and Euronext Growth. It is expected that admission
to trading on each exchange ("Admission") will become effective and
that dealings in the New Ordinary Shares will commence on AIM and
Euronext Growth at 8.00 a.m. on 22 June 2022.
The total issued share capital of the Company, as increased by
the New Ordinary Shares, immediately following Admission (and
excluding any issues of shares pursuant to the exercise of any
employee share incentives between the date of this Announcement and
Admission) will be 1,071,863,412 Ordinary Shares.
Further information
For further information please contact the following:
Providence Resources P.l.c. Tel: +353 1 219 4074
James Menton / Job Langbroek
J&E Davy Tel: +353 1 679 6363
Anthony Farrell / Orla Cowzer
MEDIA ENQUIRIES
AM O'Sullivan PR Limited Tel: +353 21 466 3076
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END
IOEUBOVRURUNAAR
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June 17, 2022 11:31 ET (15:31 GMT)
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