TIDMENQ
RNS Number : 3039G
EnQuest PLC
23 July 2021
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
23 July 2021
EnQuest PLC
Results of Capital Raising and General Meeting
On 30 June 2021, EnQuest PLC ("EnQuest", or the "Company")
announced details of a proposed underwritten Firm Placing and
Placing and Open Offer (the "Capital Raising") to raise gross
proceeds of approximately GBP 36.1 million ($50.0 million) ,
approximately GBP18.0 million by way of a Firm Placing of
94,852,612 New Ordinary Shares and approximately GBP18.1 million by
way of a Placing and Open Offer of 95,269,772 New Ordinary Shares,
in each case at an issue price of 19 pence per New Ordinary Share.
The Open Offer Shares were conditionally placed with Conditional
Placees, subject to clawback to satisfy Open Offer Entitlements
taken up by Qualifying Shareholders, pursuant to the Placing.
The Firm Placing Shares were not subject to clawback and were
not part of the Open Offer.
The Open Offer closed for acceptances at 11:00 a.m. on 22 July
2021. The Company has received valid acceptances from Qualifying
Shareholders under their Open Offer Entitlements in respect of
56,380,309 New Ordinary Shares, representing approximately 59.18%
of the Open Offer Shares.
The Company is also pleased to announce that, at the General
Meeting of the Company held at 09:30 a.m. on 23 July 2021, the
Resolutions (as set out in the Notice of General Meeting found at
the end of the combined circular and prospectus of the Company
published on 30 June 2021 (the "Prospectus")) were duly passed as
ordinary resolutions (resolution 1, resolution 2 and resolution 4
below) and special resolutions (resolution 3 below) on a poll vote
(in which every member present in person or by proxy and eligible
to vote on the resolution had one vote for each share held).
The number of votes for and against the Resolutions, and the
number of votes withheld, in the poll, on which Link Group (the
Company's registrar) acted as scrutineer, were as follows:
RESOLUTION FOR AGAINST TOTAL WITHHELD
No. % No. % Votes % of No. of votes
of of of of cast Issued
votes Votes votes Votes share
cast cast capital
------------ ------- -------- ------- ------------ --------- -------------
1. To authorise the approval of the
Acquisition and to authorise the
Directors to: (i) take
all such steps as may be necessary
or desirable in connection with
the Acquisition; and (ii)
to agree such modifications,
variations, revisions, waivers or
amendments to the terms and
conditions of the Acquisition 794,420,309 99.997 24,492 0.003 794,444,801 46.85% 124,893
------------ ------- -------- ------- ------------ --------- -------------
2. To authorise the Directors to
allot shares and grant rights to
subscribe for, or convert
any security into, shares up to an
aggregate nominal amount of
GBP31,432,072.32 and to allot
ordinary shares or rights to
subscribe for, or to convert
securities into ordinary shares
up to an aggregate nominal amount
of GBP62,864,144.63 in connection
with a rights issue.
This authority will refresh the
existing authority granted at the
2021 Annual General Meeting 794,062,252 99.970 239,117 0.030 794,301,369 46.84% 268,325
------------ ------- -------- ------- ------------ --------- -------------
3. To authorise the Directors to
allot equity securities pursuant
to resolution 2 otherwise
than to the Company's existing
shareholders pro rata to their
holdings up to an aggregate
nominal amount of GBP4,714,810.85
(being 5 per cent. of the
Company's issued ordinary share
capital as increased by the
minimum number of New Ordinary
Shares).
This authority will refresh the
existing authority granted at the
2021 Annual General Meeting
and shall expire at the conclusion
of the next Annual General Meeting
of the Company (or if
earlier on 30 June 2022) 793,822,284 99.940 477,758 0.060 794,300,042 46.84% 269,652
------------ ------- -------- ------- ------------ --------- -------------
4. To authorise, as a related party
transaction, the proposed
participation of Double A Limited,
a company beneficially owned by
the extended family of Amjad
Bseisu, in the Capital Raising
(including the payment of the
Commission); 612,047,638 99.979 128,713 0.021 612,176,351 36.10% 182,393,343
------------ ------- -------- ------- ------------ --------- -------------
5. To authorise, as a related party W/D W/D W/D W/D W/D W/D W/D
transaction, the proposed
participation of Double A Limited,
a company beneficially owned by
the extended family of Amjad
Bseisu, in the Second Lien
Financing
------------ ------- -------- ------- ------------ --------- -------------
As announced by the company on 9 July 2021, resolution 5 was
withdrawn as a result of the successful completion of the Bookbuild
for the Firm Placing and Placing announced on 30 June 2021.
1) Percentages are expressed as a proportion of the total votes
cast (which does not include votes withheld).
2) A vote withheld is not a vote in law and is not included in
the calculation of the votes 'For' or 'Against' the Resolutions,
nor the total votes cast.
3) Any proxy appointments which gave discretion to the Chairman
of the meeting have been included in the 'For' totals.
4) At the time of the General Meeting, the Company had
1,695,801,955 Ordinary Shares in issue, none of which were held in
treasury. The total number of voting rights in the Company was
therefore 1,695,801,955.
In accordance with Listing Rule 9.6.2R, a copy of the
Resolutions will be submitted to the National Storage Mechanism and
will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . In
addition, a copy of the Resolutions will also be filed with
Companies House. A copy of this announcement will available to view
on the Company's website at www.enquest.com .
The passing of the Resolutions will enable the Company to
proceed with the Capital Raising. The Capital Raising remains
conditional upon:
(i) Admission becoming effective by not later than 8:00 a.m. on
26 July 2021 (or such later time and/or date as the Company and
J.P. Morgan Cazenove may agree); and
(ii) the Placing Agreement becoming unconditional in all
respects (save for the condition relating to Admission) and not
having been rescinded or terminated in accordance with its terms
prior to Admission.
Applications have been made for the admission of 190,122,384
Ordinary Shares to the premium listing segment of the Official List
of the Financial Conduct Authority ("FCA") and to trading on the
London Stock Exchange's main market for listed securities. It is
expected that Admission will become effective and that dealings in
the new Ordinary Shares will commence at 8:00 a.m. on 26 July 2021.
Application has also been made to NASDAQ Stockholm for the New
Ordinary Shares to be admitted to trading on NASDAQ Stockholm and
it is expected that admission will become effective and dealings in
the New Ordinary Shares on NASDAQ Stockholm will commence at 9.00
a.m. (Stockholm time) on 26 July 2021.
The New Ordinary Shares when issued will rank, from Admission,
pari passu in all respects with the Existing Ordinary Shares and
will have the right to receive all dividends and distributions
declared in respect of issued Ordinary Share capital of the Company
after Admission.
The total issued share capital of the Company following
Admission will be 1,885,924,339 Ordinary Shares and the total
number of voting rights of the Company will be 1,885,924,339 and
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 in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
All capitalised terms in this announcement but not defined
herein have the meaning given to them in the Prospectus, which is
available on the Company's website ( www.enquest.com ).
For more information, please contact:
EnQuest PLC Tel: +44 (0)20 7925 4900
Amjad Bseisu (Chief Executive)
Jonathan Swinney (Chief Financial Officer)
Ian Wood (Head of Communications & Investor Relations)
Jonathan Edwards (Senior Investor Relations & Communications
Manager)
J.P. Morgan Cazenove Tel: +44 (0)20 7742 4000
Jamie Riddell
Barry Meyers
Fraser Jamieson
Tulchan Communications Tel: +44 (0)20 7353 4200
Martin Robinson
Martin Pengelley
Harry Cameron
Link Group Tel: +44 (0)371 664 0321
IMPORTANT INFORMATION
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. This announcement is not a prospectus or
prospectus equivalent but an advertisement and investors should not
subscribe for, or otherwise purchase, acquire, sell or dispose of
any of the securities referred to in this announcement except on
the basis of the information contained in the Prospectus published
by the Company in connection with the Capital Raising.
No reliance may or should be placed by any person for any
purpose whatsoever on the information contained in this
announcement or on its accuracy or completeness. The information in
this announcement is subject to change. Neither this announcement
nor anything contained in it shall form the basis of, or be relied
upon in conjunction with, any offer or commitment whatsoever in any
jurisdiction. Investors should not acquire any New Ordinary Shares
referred to in this announcement except on the basis of the
information contained in the Prospectus published by the Company in
connection with the Capital Raising.
This announcement is for information purposes only and is not
intended and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, any securities of the Company in any
jurisdiction. No offer or invitation to purchase or subscribe for,
or any solicitation to purchase or subscribe for the New Ordinary
Shares will be made in any jurisdiction in which such an offer or
solicitation is unlawful. The information contained in this
announcement is not for release, publication or distribution to
persons in the United States or any Excluded Territory, and should
not be distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local
securities laws or regulations.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States or any Excluded Territory. No public offering of securities
is being made in any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws or with any
securities regulatory authority of any state or other jurisdiction
of the United States, and accordingly may not be offered, sold,
pledged or transferred, directly or indirectly, in, into or within
the United States. There is no intention to register any portion of
any offering in the United States or to conduct a public offering
of securities in the United States.
The distribution of this announcement in and the offering of the
New Ordinary Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, J.P Morgan Cazenove
or any of their respective affiliates that would permit an offer of
the New Ordinary Shares or possession or distribution of this
announcement or any other offering or publicity material relating
to the New Ordinary Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
announcement comes are required by the Company and J.P. Morgan
Cazenove to inform themselves about and to observe any such
restrictions. Any failure to comply with this restriction may
constitute a violation of the securities laws of such
jurisdictions.
J.P. Morgan Securities plc (which conducts its UK investment
banking activities as J.P. Morgan Cazenove) is authorised by the
Prudential Regulation Authority (the " PRA " ) and regulated in the
United Kingdom by the Financial Conduct Authority and the PRA. J.P.
Morgan Cazenove is acting exclusively for the Company and no one
else in connection with the Transaction or any other matter
referred to in this announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded its clients nor for providing advice in relation to the
Transaction or any other matter referred to in this
announcement.
Save for the responsibilities and liabilities, if any, which may
be imposed on J.P. Morgan Cazenove by FSMA or by the regulatory
regime established under FSMA, neither J.P. Morgan Cazenove nor any
of its affiliates, directors, officers, employees, agents or
advisers accepts any duty, liability or responsibility whatsoever
(whether direct or indirect) to any person for, or makes any
representation or warranty, express or implied, as to the contents
of this announcement, including its accuracy, completeness,
sufficiency or verification, or for any other statement made or
purported to be made by or on its behalf in connection with the
Company, the New Ordinary Shares or the Capital Raising and nothing
in this announcement will be relied upon as a promise or
representation in this respect, whether or not as to the past,
present or future. J.P. Morgan Cazenove and each of its affiliates,
directors, officers, employees, agents or advisers accordingly
disclaim, to the fullest extent permitted by law, all and any duty,
liability and responsibility whatsoever, whether direct or
indirect, whether arising in tort, contract, under statute or
otherwise (save as referred to above) in respect of this
announcement or any such statement or otherwise.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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END
MSCPPUMGMUPGGUW
(END) Dow Jones Newswires
July 23, 2021 06:21 ET (10:21 GMT)
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