TIDMJOG
RNS Number : 5681S
Jersey Oil and Gas PLC
17 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, 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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER
FOR SALE OR SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE
COMPANY . THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF JERSEY OIL AND GAS PLC IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
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 ("MAR") .
17 March 2021
Jersey Oil and Gas plc
("Jersey Oil & Gas", "JOG" or the "Company")
Result of Oversubscribed Placing and Subscription
Jersey Oil & Gas (AIM: JOG ), an independent upstream oil
and gas company focused on the UK Continental Shelf ("UKCS") region
of the North Sea , is pleased to announce that , further to its
announcement at 7.50 a.m. today, it has successfully completed an
oversubscribed Placing by way of an accelerated bookbuild which is
now closed.
The Placing and Subscription has raised, in aggregate, GBP15
million (before expenses) through the placing of 9,054,548 new
Ordinary Shares (the "Placing Shares") and a Subscription for
36,361 new Ordinary Shares (the "Subscription Shares") at an Issue
Price of 165 pence per share. The Issue Price represents a premium
of approximately 1.23 per cent. to the closing middle market price
of 163 pence per existing Ordinary Share on 16 March 2021, being
the last business day prior to the announcement of the
Fundraising.
Completion of the Placing and Subscription is subject, inter
alia, to Shareholder approval of the Resolutions to authorise the
issue of the New Ordinary Shares, which will be sought at a General
Meeting of the Company to be held at 10.00 a.m. on 14 April
2021.
A Circular containing further details of the Fundraising
including a formal Notice convening the General Meeting and the
terms of the offer for subscription to raise up to a further GBP2
million from Qualifying Participants at the Issue Price is expected
to be despatched to Shareholders, together with an Application
Form, on or around 29 March 2021 and will thereafter be available
on the Company's website at www.jerseyoilandgas.com.
Director Dealings
Pursuant to the Subscription, Andrew Benitz, Vicary Gibbs,
Ronald Lansdell and Marcus Stanton, being certain of the Company's
Directors, have subscribed for new Ordinary Shares as follows:
Director R ole No. of % of Existing Number of No. of Ordinary % of Enlarged
existing Ordinary S ubscription Shares t Share
Ordinary Share Shares subscribed o be held Capital
Shares Capital for immediately immediately
following following
Admission Admission*
Andrew Benitz CEO 641,942 2.94% 9,090 651,032 2.11%
--------------- ---------- -------------- ------------------- ---------------- --------------
Vicary Gibbs CFO 16,500 0.08% 6,060 22,560 0.07%
--------------- ---------- -------------- ------------------- ---------------- --------------
Ronald Lansdell COO 1,013,590 4.64% 15,151 1,028,741 3.33%
--------------- ---------- -------------- ------------------- ---------------- --------------
Non-Executive
Marcus Stanton Chairman 100,000 0.46% 6,060 106,060 0.34%
--------------- ---------- -------------- ------------------- ---------------- --------------
Note:
* - Assuming Admission of the Placing Shares and the
Subscription Shares but not taking into account any Ordinary Shares
which may be issued pursuant to the Offer.
Andrew Benitz, Vicary Gibbs, Ronald Lansdell and Marcus Stanton,
as Directors of the Company, are classified as related parties
under the AIM Rules for Companies and their participation in the
Subscription element of the Fundraising therefore constitutes a
related party transaction pursuant to Rule 13 of the AIM Rules.
Accordingly, Mr Frank Moxon, being the sole independent
director, considers, having consulted with Strand Hanson Limited,
the Company's Nominated Adviser, that the terms of the
abovementioned Directors participation in the Subscription are fair
and reasonable insofar as Shareholders are concerned.
Admission to trading on AIM
Application will be made to the London Stock Exchange for the
admission of the Placing Shares and Subscription Shares to trading
on AIM ("Admission"). It is expected that Admission will become
effective and dealings in the Placing Shares and Subscription
Shares commence at 8.00 a.m. on 15 April 2021. Application will
also be made to the London Stock Exchange for the admission of the
Offer Shares to trading on AIM.
Total voting rights
Following the issue of the Placing Shares and Subscription
Shares (but prior to the Offer) and assuming the passing of the
Resolutions at the General Meeting, the Company will have
30,920,136 Ordinary Shares in issue. The Company has no Ordinary
Shares in treasury.
Capitalised terms used but not otherwise defined in this
announcement shall have the same meanings ascribed to such terms in
the Company's announcement released earlier today unless the
context requires otherwise.
Andrew Benitz, CEO of Jersey Oil and Gas plc, commented :
" We are delighted to announce the completion of todays
oversubscribed placing, subject to shareholder approval at the
forthcoming General Meeting. With the net proceeds of the
Fundraising, Jersey Oil & Gas can continue to develop its GBA
project at pace and progress its recently launched farm-out
process.
"This is an important period for Jersey Oil & Gas and we are
highly encouraged by the significant interest we have received, as
part of this Fundraising, for the further development of our
flagship production hub in the North Sea.
"We look forward to updating shareholders as further progress is
made in due course."
Enquiries:
Jersey Oil and Gas Andrew Benitz, C/o Camarco:
plc CEO Tel: 020 3757 4983
Strand Hanson Limited James Harris Tel: 020 7409 3494
Matthew Chandler
James Bellman
Arden Partners plc Paul Shackleton Tel: 020 7614 5900
Ruari McGirr
Akhil Shah
f innCap Ltd Christopher Raggett Tel: 020 7220 0500
Tim Redfern
Camarco Billy Clegg Tel: 020 3757 498
James Crothers
Important Information
To the extent that this announcement contains certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance, a number of risks and
uncertainties exist. The Company cautions readers that any
forward-looking statement is no guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements.
A forward-looking statement can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "predict" or other words of similar meaning.
Examples of forward-looking statements include, amongst others,
statements regarding or which make assumptions in respect of the
planned use of the proceeds of the Fundraising, the liquidity
position of the Company, the future performance of the Company,
future foreign exchange rates, interest rates and currency
controls, the future political and fiscal regimes in any overseas
markets in which the Company may operate, the Company's future
financial position, plans and objectives for future operations and
any other statements that are not historical fact.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions,
the effects of continued volatility in credit markets, market
related risks such as changes in interest rates and foreign
exchange rates, the policies and actions of governmental and
regulatory authorities, changes in legislation, the further
development of standards and interpretations under International
Financial Reporting Standards ("IFRS") applicable to past, current
and future periods, evolving practices with regard to the
interpretation and application of standards under IFRS, the outcome
of pending and future litigation or regulatory investigations, the
success of future acquisitions and other strategic transactions and
the impact of competition. A number of these factors are beyond the
Company's control. As a result, the Company's actual future results
may differ materially from the plans, goals, and expectations set
forth in the Company's forward-looking statements.
Any forward-looking statement made in this announcement by or on
behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgement at
the date of this announcement and are not intended to give any
assurance as to future results. Except as required by the Financial
Conduct Authority of the UK ("FCA"), the London Stock Exchange Plc
("London Stock Exchange"), the AIM Rules or applicable law, the
Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained in this announcement to reflect any changes in
the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
Arden Partners plc, which is authorised and regulated by the FCA
in the United Kingdom, is acting as bookrunner and Joint Broker to
the Company in connection with the Placing. Arden Partners plc will
not be responsible to any person other than the Company for
providing the protections afforded to clients of Arden Partners plc
or for providing advice to any other person in connection with the
Placing or any acquisition of shares in the Company. Arden Partners
plc is not making any representation or warranty, express or
implied, as to the contents of this announcement. Arden Partners
plc has not authorised the contents of, or any part of, this
announcement, and no liability whatsoever is accepted by Arden
Partners plc for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information.
finnCap Ltd, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Joint Broker to the Company in
connection with the Placing. finnCap Ltd will not be responsible to
any person other than the Company for providing the protections
afforded to clients of finnCap Ltd or for providing advice to any
other person in connection with the Placing or any acquisition of
shares in the Company. finnCap Ltd is not making any representation
or warranty, express or implied, as to the contents of this
announcement. finnCap Ltd has not authorised the contents of, or
any part of, this announcement, and no liability whatsoever is
accepted by finnCap Ltd for the accuracy of any information or
opinions contained in this Announcement or for the omission of any
material information.
Strand Hanson Limited, which is authorised and regulated by the
FCA in the United Kingdom, is acting as nominated adviser to the
Company for the purposes of the AIM Rules in connection with the
Fundraising and, as nominated adviser, its responsibilities are
owed solely to the London Stock Exchange and are not owed to the
Company or its Directors or to any other person or entity. Strand
Hanson Limited will not be responsible to any person other than the
Company for providing the protections afforded to clients of Strand
Hanson Limited or for providing advice to any other person in
connection with the Fundraising or any acquisition of shares in the
Company. Strand Hanson Limited is not making any representation or
warranty, express or implied, as to the contents of this
announcement. Strand Hanson Limited has not authorised the contents
of, or any part of, this announcement, and no liability whatsoever
is accepted by Strand Hanson Limited for the accuracy of any
information or opinions contained in this announcement or for the
omission of any material information.
PDMR Notification Form
The notification below is made in accordance with the
requirements of MAR.
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name a) Andrew Benitz
b) Vicary Gibbs
c) Ronald Lansdell
d) Marcus Stanton
--------------------------------- ------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------
a) Position/status a) Chief Executive Officer
b) C hief Financial Officer
c) Chief Operating Officer
d) Non-Executive Chairman
--------------------------------- ------------------------------------
b) Initial notification/Amendment Initial notification
--------------------------------- ------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name Jersey Oil & Gas plc
--------------------------------- ------------------------------------
b) LEI 213800RIR1SZC1734G32
--------------------------------- ------------------------------------
4 Details of the transaction(s): section to be repeated 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 Ordinary shares of 1 penny each
the financial instrument,
type of instrument GB00BYN5YK77
Identification
code
--------------------------------- ------------------------------------
b) Nature of the transaction Participation in subscription
--------------------------------- ------------------------------------
c) Price(s) and volume(s) Price - 165 pence
Volumes:
a) 9,090
b) 6,060
c) 15,151
d) 6,060
--------------------------------- ------------------------------------
d) Aggregated information See 4c) above
--------------------------------- ------------------------------------
e) Date of the transaction 17 March 2021
--------------------------------- ------------------------------------
f) Place of the transaction London Stock Exchange, AIM
--------------------------------- ------------------------------------
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END
ROIEAEDXFFNFEFA
(END) Dow Jones Newswires
March 17, 2021 06:21 ET (10:21 GMT)
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