Barryroe Offshore Energy PLC Proposed Placing and Open Offer (5593V)
06 4월 2023 - 3:00PM
UK Regulatory
TIDMBEY
RNS Number : 5593V
Barryroe Offshore Energy PLC
06 April 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION WITHIN THE MEANING
OF THE EU MARKET ABUSE REGULATIONS 596/2014 AND THE MARKET ABUSE
(AMMENT)(EU EXIT) REGULATIONS 2019/310
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 BARRYROE
OFFSHORE ENERGY PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL
Proposed Placing and Open Offer
Dublin and London - 6 April 2023
The Board of Barryroe is pleased to announce its intention to
raise up to EUR20 million through a proposed placing and open
offer. The Placing will be for an amount of up to EUR12m (a sum
that includes warrants) ("the Placing"). The Placing will only be
available to qualifying professional investors who do not
participate in the previously announced Convertible Loan Note
('CLN') or the proposed Open Offer. The Open Offer will be for an
amount of up to EUR8 million (a sum that includes warrants) will be
available to all qualifying shareholders who hold their shares in
dematerialized form who do not participate in the CLN or the
Placing ("the Open Offer").
The Placing Price for the Placing will be EUR0.015 per new
ordinary share ("the Placing Share"). Each Placing Share will also
entitle the holder to subscribe for a warrant to purchase an
additional 1.5 ordinary shares for EUR0.015 per ordinary share for
a period of 10 years from the date of issuance. Further details on
the Placing including the terms and conditions to participate will
be announced in due course.
The proposed Open Offer is for an amount up to EUR8 million (a
sum that includes warrants). Qualifying shareholders will be able
to subscribe for Open Offer Shares on the basis of 1 Open Offer
Share for every 6 Existing Ordinary Shares held on the Record Date,
which is 5 April 2023, for EUR0.015 per new Open Offer Share.
Shareholders subscribing for their full entitlement under the Open
Offer may also request additional Open Offer Shares as an Excess
Entitlement, up to the total number of Open Offer Shares available
to Qualifying Shareholders under the Open Offer. Each Open Offer
Share will also entitle the holder to subscribe for a warrant to
purchase an additional 1.5 ordinary shares for EUR0.015 per
ordinary share for a period of 10 years from the date of issuance.
The terms and conditions of the Open Offer (including eligibility
to participate) will be detailed in the EGM circular to
shareholders.
The Placing and Open Offer is structured so as to provide an
opportunity for all qualifying shareholders who hold their shares
in dematerialized form to continue to fully participate in the
Barryroe project. Funds raised in the Placing and Open Offer will
be employed to meet working capital requirements and to maintain
the momentum behind the Barryroe project over the next two years.
The indicative timetable for the Placing and Open Offer is set out
below.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Date
Record Date and time for entitlements under Close of business
the Open Offer on 5 April 2023
-----------------------
Announcement of the Placing and Open Offer 6 April 2023
-----------------------
Posting of the Circular and the Form of 28 April 2023
Proxy
-----------------------
Existing Ordinary Shares marked 'ex-entitlement' 8.00 am 6 April 2023
on Euronext Growth Dublin and AIM
-----------------------
Open Offer Entitlements enabled by Euroclear As soon as practicable
Bank after 8:00 am on
2 May 2023
-----------------------
Euroclear Subscription Rights (representing As soon as practicable
Open Offer Entitlements) credited to accounts after 8:00 am on
of Admitted Institutions in Euroclear Bank 2 May 2023
(Euroclear Participants only)
-----------------------
CDI Entitlements (representing Open Offer As soon as practicable
Entitlements) credited to stock accounts after 8:00 am on
in CREST (CDI Holders only) 02 May 2023
-----------------------
Latest time for receipt of Forms of Proxy By 11:00 am on 23
for use at the Extraordinary General Meeting May 2023
-----------------------
Latest time and date for settlement of relevant By 11:00 am on 18
CREST instruction May 2023
-----------------------
Latest time and date for receipt of applications By 10:00 am on 23
and payment in full by Euroclear Bank from May 2023
Admitted Institutions (Qualifying Euroclear
Participants only)
-----------------------
Latest time and date for receipt of applications By 11:00 am on 23
and payment in full by Qualifying Shareholders May 2023
-----------------------
Extraordinary General Meeting 11:00 am 25 May 2023
-----------------------
Announcement of the results of the Extraordinary 25 May 2023
General Meeting
-----------------------
Announcement of the results of the Placing, 25 May 2023
Open Offer and the issuance of the Warrants
-----------------------
Admission and commencement of dealings in 26 May 2023
the New Ordinary Shares
-----------------------
Interests in those New Ordinary Shares and As soon as practicable
Warrants issued under the Placing and Open after 8:00 am on
Offer and to be held in the Euroclear System 26 May 2023
expected to be credited to accounts of Admitted
Institutions in Euroclear Bank
-----------------------
Interests in those New Ordinary Shares and As soon as practicable
Warrants issued under the Placing and Open after 8:00 am on
Offer and to be held in in CDI Form in CREST 26 May 2023
expected to be credited to CREST stock accounts
-----------------------
Notes:
(i) Each of the times and dates shown above and elsewhere are
indicative and accordingly are subject to change. If any of the
above times and/or dates change, the revised time(s) and/or date(s)
will be notified to Shareholders by announcement through a
Regulatory Information Service.
The ex-entitlement date and time for the open offer is 8:00 am
on 6 April 2023. A purchaser of the ordinary shares after the
ex-date is not entitled to participate in the Open Offer. Unless
the counterparties specifically agree otherwise the buyer assumes
the benefit when trading ahead of the ex-date and the selling party
would need to pass the benefit on to buyer if the seller is still
the recorded owner at Record Date. Likewise the seller retains the
benefit if execution takes place on Ex date or later.
EXTRAORDINARY GENERAL MEETING (EGM)
The proposed Placing and Open Offer and the issuance of shares
and warrants pursuant to the CLN, will require certain shareholder
resolutions to be passed by the Company's shareholders at an EGM of
the Company. A circular convening the EGM and providing further
details on the proposals will be prepared and sent to shareholders
in due course. The circular will also include, if and as required,
details on the potential granting of waivers under Rule 9 of the
Irish Takeover Panel Act 1997, Takeover Rules 2022 (on such terms
and subject to such conditions as the Irish Takeover Panel may
require) from the requirement for any holder of such securities and
rights to make a mandatory offer for the Company on the issuance of
any ordinary shares.
Alan Curran CEO, comments:
"Through the Placing and Open Offer we are pleased to allow
qualifying shareholders the opportunity to participate in the
funding solution for Barryroe on terms substantively similar to
those in the CLN. The Funding Agreement with Vevan, as amended to
include additional participants, meets the financial requirements
for the well work programme. Taken together, both fundraisings will
place the Company on a solid financial footing for the foreseeable
future. We now look forward to progressing the Barryroe project,
especially to the grant of the Lease Undertaking by the Minister,
so that we can expedite the necessary appraisal well preparations.
Finally, on behalf of the Board and myself I would especially like
to thank all shareholders for their ongoing support"
INVESTOR ENQUIRIES:
Barryroe Offshore Energy P.l.c. Tel: +353 1 219 4074
Alan Curran , Chief Executive
Job Langbroek , Investor Relations
J & E Davy Tel: +353 1 679 6363
Anthony Farrell, Director
MEDIA ENQUIRIES
AM O'Sullivan PR Tel: +353 87 9881890 /
tina@amosullivanpr.ie
Tina Quinn
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END
IOEUPUBUCUPWPGA
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April 06, 2023 02:00 ET (06:00 GMT)
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