TIDMRAME
RNS Number : 5849W
Rame Energy PLC
28 April 2016
Not for release, distribution or publication directly or
indirectly, in whole or in part, in or into or from the United
States of America, Australia, Japan, South Africa or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction.
This announcement does not constitute or form a part of, and
should not be construed as, any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe
for, any securities in Rame Energy plc ("Rame" or the
"Company").
28 April 2016
Rame Energy plc ("Rame" or "the Company")
Private Placement
Private Placement of new Ordinary Shares
Rame (AIM: RAME) is pleased to announce that it has initiated a
private placement (the "Private Placement") of ordinary no par
value shares ("Ordinary Shares") to raise up to GBP2.8 million. The
Private Placement is expected to consist of new Ordinary Shares to
be issued at 9.0p per new Ordinary Share together with a warrant to
subscribe for one additional Ordinary Share exercisable at 18p. The
warrants will be exercisable for a period of five years.
Highlights:
-- The Company has made arrangements with a United States
registered broker dealer to act as its finder for the Private
Placement;
-- New Ordinary Shares to be issued under the Private Placement
at 9.0p per new Ordinary Share together with a warrant to subscribe
for one Ordinary Share exercisable at 18p. The warrants will be
exercisable for a period of five years;
-- The Private Placement is conditional on shareholder approval
and a General Meeting will be convened to approve the
fundraising;
-- Funds will be used to complete the development of a set of
priority projects from Rame's overall pipeline and for general
corporate purposes;
-- The Directors intend to allow existing shareholders to
participate in an Open Offer on the same terms as those being made
available under the Private Placement. A separate announcement will
be made in due course; and
-- In addition to the $4.0 million development loan which was
announced on 25 April, the Company had cash and cash equivalents of
GBP0.79 million (US$1.1 million) on 1 March 2016.
Use of proceeds
The net funds raised from the Private Placement will be used by
Rame to advance the development of the Company's portfolio of wind
and solar projects in Chile and general corporate purposes.
Specifically, it is the Company's intention to use the proceeds to
complete the development phase of a group of projects with a
combined generating capacity of 210MW within the next twelve
months. The Private Placement is not being underwritten.
Admission to AIM
Following completion of the Private Placement, application will
be made to the London Stock Exchange for the admission of the new
Ordinary Shares to be issued under the Private Placement to trading
on AIM and a further announcement will be made at that time.
The new Ordinary Shares will, when issued, rank pari passu with
the existing Ordinary Shares of the Company.
General Meeting
In light of the significant size of the fundraising, the
directors of Rame will be seeking approval from shareholders for
the authority to issue the necessary shares for the completion of
the fundraising. Details of these authorities will be included in a
circular to shareholders that will be sent out in due course. It is
expected that the meeting will be held in May 2016.
About Rame Energy
Established in 2002, Rame Energy is an experienced project
developer and Independent Power Producer (IPP) that seeks to create
value for its stakeholders by developing a portfolio of high
yielding renewable energy projects. We specialise in engineering
on-grid and off-grid wind, solar and hybrid power solutions. Our
primary market focus is Chile, where energy demand outstrips
supply, creating conditions that make the country highly favourable
for renewable power projects.
For further information, please visit www.rame-energy.com.
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
Enquiries:
Rame Energy plc +44 (0) 1752 565638
Tim Adams, Chief Executive Officer
Kevin McNair, Chief Financial
Officer
+44 (0) 20 7920
Tavistock (Financial PR) 3150
Simon Hudson / James Collins / Claudia Esnouf
Important Notices
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"), or
distributed, directly or indirectly, in the United States. Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Japan or South Africa or to
any persons in any of those jurisdictions, except in compliance
with applicable securities laws. Any failure to comply with this
restriction may constitute a violation of United States,
Australian, Japanese or South African securities laws. The
distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. This announcement is for information only and
does not constitute or form part of any offer or invitation to sell
or issue, or any solicitation of any offer to purchase or subscribe
for securities in the United States, Australia, Canada, Japan or
South Africa or in any jurisdiction to whom or in which such offer
or solicitation is unlawful.
The Ordinary Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and, subject to certain
exceptions, may not be offered, sold, pledged, or otherwise
transferred, directly or indirectly, in or into the United States
or to or for the account or benefit of US persons (as such terms
are defined in Regulation S under the Securities Act). There will
be no public offer of Ordinary Shares in the United States.
The securities to which this announcement relates have not been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any United States regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
offering of the Ordinary Shares or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Japan or South Africa
and, subject to certain exceptions, may not be offered or sold
within Australia, Japan or South Africa or to any national,
resident or citizen of Australia, Canada, Japan or South
Africa.
-ends-
This information is provided by RNS
The company news service from the London Stock Exchange
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