TIDMEOG
RNS Number : 6960O
Europa Oil & Gas (Holdings) PLC
11 February 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. 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.
Europa Oil & Gas (Holdings) plc ("EOG" or the "Company")
Placing and Broker Option
Appointment of Joint Broker
Highlights
-- Raising up to GBP2million via GBP1.5million Placing and
GBP500,000 Broker Option primarily to fund multiple work programmes
focused on:
o Evaluating late-stage appraisal/development projects that
would rebalance existing portfolio of production and exploration
assets
o Improving recovery from existing onshore UK fields including
potential workovers on WF2 and WF9 wells at the West Firsby
field
o Continuing technical analysis and seismic reprocessing on the
Inezgane Licence in Morocco in preparation for farm-out
-- Turner Pope Investments to be appointed joint broker and
granted Broker Option to provide the opportunity for shareholders
to participate in the Placing at the Placing Price
-- Fundraise in line with strategy focused on building a
portfolio of multistage assets that can generate sustainable growth
and value for shareholders
Europa Oil & Gas (Holdings) plc, the AIM quoted UK , Ireland
and Morocco focused oil and gas exploration, development and
production company, is pleased to announce that it has
conditionally raised a total of GBP1.5 million (before expenses),
through the issue of a total of 115,384,616 new ordinary shares in
the Company (the "Placing Shares") at a price of 1.3 pence per
Placing Share (the "Placing Price") (the "Placing") via a proposed
placing by Turner Pope Investments (TPI) Limited ("Turner
Pope/TPI").
EOG has also granted Turner Pope a broker option to
conditionally raise up to a further GBP 500,000 (before expenses)
(the "Broker Option") through the issue of up to 38,461,538 new
ordinary shares in the Company. The Broker Option provides the
opportunity for interested shareholders to participate in the
Placing at the Placing Price. To participate in the Broker Option,
qualifying investors should communicate their interest to Turner
Pope directly in the first instance or alternatively via their
independent financial adviser, stockbroker or other firm authorised
by the Financial Conduct Authority. Turner Pope should be contacted
on 020 3657 0050.
The Placing will take place in two tranches, the first tranche
of which, comprising 38,461,538 new ordinary shares in the Company
(the "First Tranche"), is not conditional upon any shareholder
approvals and application will be made for the First Tranche to be
admitted to trading on AIM on 18 February 2021. The second tranche
of the Placing, comprising 76,923,077 new ordinary shares in the
Company (the "Second Tranche"), is conditional upon the approval of
shareholders at a general meeting of the Company which is expected
to be held on 4 March 2021 (the "General Meeting") . The Broker
Option, comprising up to 38,461,538 new ordinary shares in the
Company ("Broker Option Shares"), is also conditional upon the
approval of shareholders at the General Meeting. Application will
be made for the Second Tranche and any Broker Option Shares issued
to be admitted to trading on AIM on 8 March 2021.
A circular to shareholders in relation to the Placing and the
Broker Option and convening the General Meeting will be published
and posted to shareholders on or before 16 February 2021 .
Simon Oddie, CEO of Europa, said: "We have previously said that
we are seeking an appraisal/development asset that would complement
our existing production and exploration assets and this fundraise
will enable us to accelerate this process. It will also allow us to
advance a number of growth opportunities within our current
portfolio. These include evaluating the potential to increase
production at our existing UK onshore fields, as well as further
delineating the prospectivity of the Inezgane licence offshore
Morocco where to date we have identified in excess of 1 billion
barrels of unrisked resources and where we are looking to launch a
farm-out process.
"Together with the recent commencement of oil flow at the
Wressle field, which has the potential to more than double our
production to over 200bopd and in the process transform our
financial profile, the fundraise will further strengthen our
balance sheet. We are well placed to achieve our corporate
objectives and I look forward to providing further updates on
progress made as we look to embark on a period of responsible,
sustainable growth and value creation for both our new and existing
shareholders."
Further Information
Placing
The Company has conditionally raised GBP 1,500,000 (before
expenses) through the issue of the 115,384,616 Placing Shares, with
a further amount of up to GBP 500,000 conditionally available via
the Broker Option . The new ordinary shares comprised in the First
Tranche are expected to be admitted to trading on AIM on or around
18 February 2021.
The issue of the new ordinary shares comprised in the Second
Tranche and any Broker Option Shares issued are conditional upon,
inter alia, shareholder approval at the General Meeting which is
expected to be held on 4 March 2021. If approved, the Second
Tranche and any Broker Option Shares issued are expected to be
admitted to trading on AIM on or around 8 March 2021.
The Placing Shares will represent approximately 19.4 % of the
enlarged issued share capital of the Company, assuming full take up
of the Broker Option Shares. The Placing Price represents a
discount of approximately 21.2 % to the closing mid-market price of
1.65 pence per Ordinary Share on 10 February 2021.
Director Dealing
In connection with the Placing, Simon Oddie, William
Ahlefeldt-Laurvig and Brian O'Cathain, being Directors of the
Company, will subscribe for new Ordinary Shares as follows:
Name Role Amount of No. of % of Existing Number No. of
subscription existing Ordinary of placing Ordinary
Ordinary Share shares Shares
Shares Capital subscribed held following
for admission
Simon 0.112
Oddie CEO GBP5,000 500,000 % 384,615 884,615
---------------- --------------- ----------- -------------- ------------ ----------------
Brian 0.056
O'Cathain Chairman GBP5,000 250,000 % 384,615 634,615
---------------- --------------- ----------- -------------- ------------ ----------------
William Non- Executive
Ahlefeldt-Laurvig Director GBP15,000 33,752,442 7.59 % 1,153,846 34,906,288
---------------- --------------- ----------- -------------- ------------ ----------------
Related Party Transaction
Simon Oddie, William Ahlefeldt-Laurvig and Brian O'Cathain are
each considered to be a "related party" as defined in the AIM
Rules. Simon Oddie, William Ahlefeldt-Laurvig and Brian O'Cathain's
participation in the Placing constitutes a related party
transaction for the purposes of Rule 13 of the AIM Rules.
Stephen Williams, being an independent director considers,
having consulted with the Company's nominated adviser for the
purposes of the AIM Rules, finnCap, that the terms of Simon Oddie,
William Ahlefeldt-Laurvig and Brian O'Cathain's participation in
the Placing is fair and reasonable insofar as the Company's
shareholders are concerned.
Broker Option
The Board is acutely aware that the Placing is dilutive for
existing shareholders and has considered whether any wholly
pre-emptive offering might be possible. On this occasion, the
Placing has been conducted with the intention of minimising the
associated costs, both direct and in terms of limited management
time, and therefore the Board has reluctantly concluded that it was
neither practicable nor cost effective to make an open offer to the
shareholders at this time. However, the Broker Option provides the
opportunity for interested shareholders to participate in the
Placing at the Placing Price and to potentially avoid dilution.
The Company has granted the Broker Option to Turner Pope in
order to enable it to deal with additional demand under the Placing
in the event that requests to participate in the Placing from
qualifying investors are received during the period from the time
of this Announcement to 8.00 a.m. on 16 February 2021. To
participate in the Broker Option, qualifying investors should
communicate their interest to Turner Pope directly in the first
instance or alternatively via their independent financial adviser,
stockbroker or other firm authorised by the Financial Conduct
Authority. Turner Pope should be contacted on 020 3657 0050.
Turner Pope may choose not to accept bids and/or to accept bids,
either in whole or in part, on the basis of allocations determined
at its discretion (after consultation with the Company) and may
scale down any bids for this purpose on such basis as Turner Pope
may determine.
Any Broker Option Shares issued pursuant to the exercise of the
Broker Option will be issued on the same terms and conditions as
the Placing Shares. The Broker Option may be exercised by Turner
Pope, following consultation with the Company, but there is no
obligation on it to exercise the Broker Option or to seek to
procure subscribers for Broker Option Shares pursuant to the Broker
Option. The maximum number of Broker Option Shares that may be
issued pursuant to the exercise of the Broker Option is 38,461,538,
raising up to GBP500,000 (before expenses) .
The Broker Option Shares are not being made available to the
public and none of the Broker Option Shares are being offered or
sold in any jurisdiction where it would be unlawful to do so. No
Prospectus will be issued in connection with the Broker Option.
Use of Proceeds
The net proceeds of the Placing and Broker Option will be used
to:
i) finance a workplan to identify and evaluate a new asset for
acquisition by the Company that would rebalance the existing
portfolio of production and exploration assets;
ii) finance work to improve recovery from the Company's existing
onshore UK fields including potential workovers on WF2 and WF9
wells at the West Firsby field;
iii) enable the continuation of the technical analysis and
seismic reprocessing on the Company's Inezgane licence in Morocco
in preparation for farm-out; and
iv). strengthen the Company's balance sheet, reduce debt and
provide additional working capital for the Company.
General Meeting
The Placing and issue of the Second Tranche and any Broker
Option Shares are conditional, inter alia, on the approval of the
resolutions at a General Meeting.
A circular to shareholders in relation to the Placing and the
Broker Option and convening the General Meeting will be published
and sent to shareholders on or before 16 February 2021 .
Appointment of Joint Broker
The Board further announces the appointment of Turner Pope as
joint broker to the Company with effect from admission to trading
on AIM of the First Tranche. In addition, as part of the commission
arrangements for acting as broker to the Placing, Turner Pope will
be issued with 5,769,231 broker warrants, exercisable at the
Placing Price, for a period of 36 months from their date of issue,
which will be on Admission.
Settlement and dealings
Application will be made for the First Tranche to be admitted to
trading on AIM on 18 February 2021. Application will be made for
the Second Tranche and any Broker Option Shares issued to be
admitted to trading on AIM on 8 March 2021.
**ENDS**
For further information, please contact:
For further information please visit www.europaoil.com or
contact:
Simon Oddie Europa mail@europaoil.com
Murray Johnson Europa
Christopher + 44 (0) 20 7220
Raggett finnCap Ltd 0500
Simon Hicks
Andy Thacker Turner Pope Investments + 44 (0) 20 3657
Zoe Alexander (TPI) Ltd 0050
+ 44 (0) 20 7236
Frank Buhagiar St Brides Partners Ltd 1177
Megan Dennison
Notes
Europa Oil & Gas (Holdings) plc has a diversified portfolio
of multi-stage hydrocarbon assets which includes production,
development and exploration interests, in countries that are
politically stable, have transparent licensing processes, and offer
attractive terms. In terms of production, in the year to 31(st)
July 2020 Europa produced 92 boepd. Production has the potential to
increase to over 200 boepd once the Wressle field in the UK, which
is currently under development, comes on stream at a forecast gross
rate of 500 bopd.
The Company holds four exploration licences offshore Ireland
which have the potential to host gross mean un-risked prospective
resources of 2.7* trillion cubic feet ('tcf') gas (*subject to
regulatory approval for the transfer of FEL 3/19). The Company's
flagship projects offshore Ireland are Inishkea and Edge, two near
field gas prospects in the Slyne Basin which the Company classifies
as lower risk infrastructure-led exploration due to their close
proximity to the producing Corrib gas field and associated gas
processing infrastructure. In September 2019, Europa was awarded a
75% interest in the Inezgane permit offshore Morocco. Initial
results of technical work have identified 30 prospects and leads
that have the potential to hold in excess of one billion barrels of
unrisked oil resources.
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