TIDMDELT
RNS Number : 1893Z
Deltic Energy PLC
13 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW
ZEALAND, RUSSIA OR THE REPUBLIC OF SOUTH AFRICA.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (596/2014/EU) as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"). This inside information is set out
in this announcement. Upon the publication of this announcement,
such information will no longer constitute inside information.
13 September 2022
Deltic Energy Plc / Index: AIM / Epic: DELT / Sector: Natural
Resources
Deltic Energy Plc ("Deltic" or the "Company")
Results of Placing and Subscription,
Open Offer Launch and Notice of General Meeting
Deltic Energy Plc, the AIM-quoted natural resources investing
company with a high impact exploration and appraisal portfolio
focused on the Southern and Central North Sea, is pleased to
announce the successful completion of the Placing and Subscription
announced on 12 September 2022 (the "Launch Announcement"),
conditional inter alia on shareholder approval. The Placing and
Subscription raised gross proceeds of GBP15 million and was
significantly oversubscribed.
Further, the Company today confirms the details of the Open
Offer to raise gross proceeds of up to approximately GBP2 million
and provides a Notice of General Meeting to shareholders.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Launch
Announcement.
Results of Placing and Subscription
A total of 426,285,717 new Ordinary Shares have been
conditionally placed with new and existing institutional investors
pursuant to the Placing by Stifel Nicolaus Europe Limited and
Canaccord Genuity Limited (together the "Joint Bookrunners"), at a
price of 3.5 pence per new Ordinary Share (the "Placing Price"). In
addition, certain Directors and senior management of the Company
have subscribed for a total of 2,285,712 new Ordinary Shares (the
"Subscription Shares"), at the Placing Price pursuant to the
Subscription.
A total of 428,571,429 new Ordinary Shares will therefore be
issued pursuant to the Placing and Subscription, raising gross
proceeds of GBP15 million. The new Ordinary Shares to be issued
pursuant to the Placing and Subscription and Open Offer represent
approximately 25.7 per cent. of the Company's enlarged ordinary
share capital after completion (assuming full take-up under the
Open Offer).
The Placing Price represents a 10.9 per cent. discount to the
mid-market closing price on 12 September 2022.
The new Ordinary Shares to be issued pursuant to the Placing and
Subscription will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
of the Company, including the right to receive all dividends or
other distributions made, paid or declared in respect of such
shares after the date of issue of the new Ordinary Shares.
Open Offer
Further to the Launch Announcement and given the successful
closing of the Bookbuild, the Company confirms its intention to
raise up to approximately GBP2 million by the issue of up to
58,581,868 Open Offer Shares at the Placing Price, payable in full
on acceptance.
Any entitlements to Open Offer Shares not subscribed for by
Qualifying Shareholders will be available to Qualifying
Shareholders under the Excess Application Facility. The balance of
any Open Offer Shares not subscribed for under the Excess
Application Facility will not be available to the Placees under the
Placing.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares, which Qualifying
Shareholders do not apply for will not be sold in the market for
the benefit of Qualifying Shareholders who do not apply for Open
Offer Shares. The Open Offer application form is not a document of
title and cannot be traded or otherwise transferred.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price pro rata to their holdings of
Ordinary Shares on the Record Date on the basis of:
1 Open Offer Share for every 24 Existing Ordinary Shares
held
Subject to availability, the Excess Application Facility enables
Qualifying Shareholders to apply for Excess Shares up to the
maximum number of Open Offer Shares available less their Open Offer
Entitlement.
Applicants can apply for less or more than their entitlements
under the Open Offer, but the Company cannot guarantee that any
application for Excess Shares under the Excess Application Facility
will be satisfied, as this will depend, in part, on the extent to
which other Qualifying Shareholders apply for less than or more
than their own Open Offer Entitlements. The Open Offer is
conditional on admission of the Open Offer Shares to trading on AIM
becoming effective and the Placing and Subscription having become
unconditional.
Posting of Circular and Notice of General Meeting
The Fundraising is subject to Shareholder approval. A Circular,
outlining the terms of the Fundraising and containing a notice of
General Meeting to be held on 30 September 2022, is expected to be
dispatched to Shareholders tomorrow together, where relevant, with
an Application Form for the Open Offer and a form of proxy for the
General Meeting. The Circular will be available on the Company's
website at https://www.delticenergy.com .
Completion of the Fundraising is conditional, inter alia, upon
the passing of certain resolutions by the Company's shareholders at
a General Meeting to be held at 11 a.m. on 30 September 2022,
notice of which will be set out in the Circular. The Circular also
contains, inter alia, the full terms and conditions of the Open
Offer, a letter from Mark Lappin, the Chairperson of Deltic,
explaining the Open Offer and providing the Directors'
recommendation in respect of the Open Offer, and an expected
timetable of principal events. The timetable is also set out
further below.
Graham Swindells, Chief Executive of Deltic Energy,
commented:
"We are delighted by the positive response to our fundraising
from both new and existing investors. We are very grateful for
their support in what has been an oversubscribed transaction and we
are happy to offer our wider existing shareholders the opportunity
to participate in the open offer. It has been a strong endorsement
of Deltic's equity story and we are looking forward to our assets
moving into the operational phase with the Pensacola well in the
coming weeks and following that with our work on the Selene
prospect, which is anticipated to spud within the next 12-18
months. This is an exciting time for the Company and I look forward
to updating our shareholders, long-standing and new, on our
progress."
Participation by Directors and Existing Major Shareholders and
Related Party Transaction
IPGL Limited ("IPGL") will acquire 57,142,857 new Ordinary
Shares at the Placing Price for gross proceeds of GBP2.0 million,
and Michael Spencer, Chairman of IPGL, and his wife will separately
acquire 57,107,142 new Ordinary Shares at the Placing Price for
gross proceeds of approximately GBP2.0 million. Inthallo Limited
("Inthallo") has subscribed for 42,857,142 new Ordinary Shares at
the Placing Price for gross proceeds of GBP1.5 million.
Both IPGL, including the individuals associated with IPGL, and
Inthallo by virtue of their respective holdings being more than 10
per cent. of the existing issued ordinary share capital of the
Company, are classified as related parties of the Company and their
participation in the Placing is considered a 'related party
transaction' under Rule 13 of the AIM Rules.
Certain Directors and members of the Company's senior management
have participated in the Subscription to raise gross proceeds of
GBP80,000, as set out below.
Details of the Directors' participation in the Subscription are
as follows:
Director Existing holding New Ordinary Resultant holding Resultant holding
of Ordinary Shares to be of Ordinary as a % of the
Shares issued pursuant Shares immediately enlarged share
to the Subscription following Admission capital following
Admission
Graham Swindells 2,394,836 714,285 3,109,121 0.16%
------------------- --------------------- --------------------- -------------------
Andrew Nunn 806,724 428,571 1,235,295 0.07%
------------------- --------------------- --------------------- -------------------
Sarah McLeod 579,942 285,714 865,656 0.05%
------------------- --------------------- --------------------- -------------------
Peter Nicol - 857,142 857,142 0.05%
------------------- --------------------- --------------------- -------------------
The FCA notifications, made in accordance with the requirements
of MAR, are appended below.
Mark Lappin and Peter Cowley, having not participated in the
Subscription or the Placing, are independent of the Fundraising and
consider, having consulted with Allenby Capital Limited
("Allenby"), the Company's Nominated Adviser, that the terms of the
participation by IPGL (including the individuals associated with
IPGL), Inthallo and the Directors in the Placing and Subscription
are fair and reasonable insofar as shareholders are concerned.
Expected Timetable of Principal Events
2022
Record Date for entitlement under the Open 5.00 p.m. on 9 September
Offer
-------------------------
Announcement of the Placing, Subscription 12 September
and Open Offer 8.00 a.m. on 13
Ex-Entitlement Date September
Posting of the Circular, the Form of Proxy 14 September
and, to Qualifying non-CREST shareholders
only, the Application Forms
-------------------------
Open Offer Entitlements and Excess CREST Open 8.00 a.m. on 15
Offer Entitlements credited to stock accounts September
in CREST of Qualifying CREST Shareholders
-------------------------
Latest recommended time and date for requesting 4.30 p.m. on 23
withdrawal of Open Offer Entitlements and September
Excess CREST Open Offer Entitlements from
CREST
-------------------------
Latest time for depositing Open Offer Entitlements 3.00 p.m. on 26
and Excess CREST Open Offer Entitlements into September
CREST
-------------------------
Latest time and date for splitting Application 3.00 p.m. on 27
Forms (to satisfy bona fide market claims) September
-------------------------
Latest time and date for receipt of Forms 11.00 a.m. on 28
of Proxy from Shareholders September
-------------------------
Latest time and date for receipt of completed 11.00 a.m. on 29
Application Forms and payment in full from September
Qualifying Shareholders under the Open Offer
or settlement of relevant CREST instruction
(as appropriate)
-------------------------
Expected time and date of announcement of 7.00 a.m. on 30
results of the Open Offer September
-------------------------
General Meeting 11.00 a.m. on 30
September
-------------------------
Expected time of announcement of results of Afternoon of 30
the General Meeting September
-------------------------
Admission effective and dealings in the New 8.00 a.m. on 3 October
Ordinary Shares expected to commence on AIM
-------------------------
Expected date for crediting of the New Ordinary 8.00 a.m. on 3 October
Shares in uncertificated form to CREST stock
accounts
-------------------------
Expected date of dispatch of share certificates by 17 October
in respect of the New Ordinary Shares
-------------------------
*Subject to Shareholder approval at the General Meeting
Each of the times and dates above refer to British Summer
Time.
Admission
Subject to the approval by shareholders of resolutions 1 and 2
at the General Meeting, application will be made to the London
Stock Exchange for Admission to trading of the New Shares on AIM.
It is expected that Admission will take place at 8.00 am on 3
October 2022 (at which time the Fundraising will become
unconditional) and that dealings in the New Shares on AIM will
commence at the same time.
For further information please contact the following:
Deltic Energy Plc Tel: +44 (0) 20
7887 2630
Graham Swindells / Andrew Nunn / Sarah McLeod
Allenby Capital Limited (Nominated Adviser Tel: +44 (0) 20
& Joint Broker) 3328 5656
David Hart / Alex Brearley (Corporate Finance)
Kelly Gardiner (Sales and Corporate Broking)
Stifel Nicolaus Europe Limited (Joint Bookrunner Tel: +44 (0) 20
and Joint Broker) 7710 7600
Callum Stewart / Simon Mensley / Ashton Clanfield
Canaccord Genuity Limited (Joint Bookrunner) Tel: +44 (0) 20
7523 8000
Adam James / Gordon Hamilton / Sam Lucas
Vigo Consulting (PR Adviser) Tel: +44 (0) 20
7390 0230
Patrick d'Ancona / Finlay Thomson / Kendall
Hill
IMPORTANT INFORMATION
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Stifel
or Canaccord or by any of their respective affiliates or agents as
to or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
NOTICE TO OVERSEAS PERSONS
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The distribution or transmission of this announcement and the
offering of the Placing Shares in certain jurisdictions other than
the UK may be restricted or prohibited by law or regulation.
Persons distributing this announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions.
GENERAL
Stifel, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Joint Bookrunner to the Company in
connection with the Placing. Stifel will not be responsible to any
person other than the Company for providing the protections
afforded to clients of Stifel or for providing advice to any other
person in connection with the Placing. Stifel has not authorised
the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Stifel for the accuracy of any
information or opinions contained in this announcement or for the
omission of any material information.
Canaccord, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Joint Bookrunner to the Company in
connection with the Placing. Canaccord will not be responsible to
any person other than the Company for providing the protections
afforded to clients of Canaccord or for providing advice to any
other person in connection with the Placing. Canaccord has not
authorised the contents of, or any part of, this announcement, and
no liability whatsoever is accepted by Canaccord for the accuracy
of any information or opinions contained in this announcement or
for the omission of any material information.
Allenby, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Nominated Adviser to the Company in
connection with the Placing. Allenby will not be responsible to any
person other than the Company for providing the protections
afforded to clients of Allenby or for providing advice to any other
person in connection with the Placing. Allenby has not authorised
the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Allenby for the accuracy of any
information or opinions contained in this announcement or for the
omission of any material information.
The Placing Shares will not be admitted to trading on any stock
exchange other than AIM.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
Details of the person discharging managerial responsibilities
1. / person closely associated
a) Name Graham Swindells
------------------------------- ------------------------------------------
2. Reason for the Notification
---------------------------------------------------------------------------
a) Position/status Chief Executive Officer
------------------------------- ------------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------- ------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name Deltic Energy Plc
------------------------------- ------------------------------------------
b) LEI 213800TS8K1D27AFP275
------------------------------- ------------------------------------------
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 the Financial Ordinary shares of 0.5p each in
instrument, type of Deltic Energy Plc
instrument
Identification code Identification code (ISIN) for Deltic
Energy Plc ordinary shares: GB00B6SYKF01
------------------------------- ------------------------------------------
b) Nature of the transaction Subscription of new ordinary shares
------------------------------- ------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
3.5p 714,285
----------
------------------------------- ------------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
------------------------------- ------------------------------------------
e) Date of the transaction 13 September 2022
------------------------------- ------------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------- ------------------------------------------
Details of the person discharging managerial responsibilities
1. / person closely associated
a) Name Andrew Nunn
------------------------------- ------------------------------------------
2. Reason for the Notification
---------------------------------------------------------------------------
a) Position/status Chief Operating Officer
------------------------------- ------------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------- ------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name Deltic Energy Plc
------------------------------- ------------------------------------------
b) LEI 213800TS8K1D27AFP275
------------------------------- ------------------------------------------
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 the Financial Ordinary shares of 0.5p each in
instrument, type of Deltic Energy Plc
instrument
Identification code Identification code (ISIN) for Deltic
Energy Plc ordinary shares: GB00B6SYKF01
------------------------------- ------------------------------------------
b) Nature of the transaction Subscription of new ordinary shares
------------------------------- ------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
3.5p 428,571
----------
------------------------------- ------------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
------------------------------- ------------------------------------------
e) Date of the transaction 13 September 2022
------------------------------- ------------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------- ------------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Peter Nicol
------------------------------- ------------------------------------
2. Reason for the Notification
---------------------------------------------------------------------
a) Position/status Non-Executive Director
------------------------------- ------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------- ------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------
a) Name Deltic Energy Plc
------------------------------- ------------------------------------
b) LEI 213800TS8K1D27AFP275
------------------------------- ------------------------------------
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 the Financial Ordinary shares of 0.5p each in
instrument, type of Deltic Energy Plc
instrument
Identification code Identification code (ISIN) for
Deltic Energy Plc ordinary shares:
GB00B6SYKF01
------------------------------- ------------------------------------
b) Nature of the transaction Subscription of new ordinary shares
------------------------------- ------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
3.5p 857,142
----------
------------------------------- ------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
------------------------------- ------------------------------------
e) Date of the transaction 13 September 2022
------------------------------- ------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------- ------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Sarah McLeod
------------------------------- ------------------------------------
2. Reason for the Notification
---------------------------------------------------------------------
a) Position/status Chief Financial Officer
------------------------------- ------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------- ------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------
a) Name Deltic Energy Plc
------------------------------- ------------------------------------
b) LEI 213800TS8K1D27AFP275
------------------------------- ------------------------------------
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 the Financial Ordinary shares of 0.5p each in
instrument, type of Deltic Energy Plc
instrument
Identification code Identification code (ISIN) for
Deltic Energy Plc ordinary shares:
GB00B6SYKF01
------------------------------- ------------------------------------
b) Nature of the transaction Subscription of new ordinary shares
------------------------------- ------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
3.5p 285,714
----------
------------------------------- ------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
------------------------------- ------------------------------------
e) Date of the transaction 13 September 2022
------------------------------- ------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------- ------------------------------------
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END
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