Plexus Holdings PLC / Index: AIM / Epic: POS / Sector: Oil equipment & services
2 December 2013
Plexus Holdings PLC ('Plexus' or 'the Company')
£6.83 million Share Placing
Plexus Holdings PLC, the AIM quoted oil and gas engineering services business and owner of the proprietary POS-GRIP® friction-grip method of wellhead engineering, is pleased to announce that it has conducted a placing to raise, in aggregate, approximately £6.83 million before expenses by way of a placing of 2,787,624 ordinary shares of 1 penny each at a price of 245p per share (the 'Placing Price'). This comprises 1,020,408 new ordinary shares of 1 penny each which are being issued by the Company and 1,067,216 new ordinary shares of 1 penny each which are being sold following the exercise of share options by certain optionholders of the Company as described further below (together 'New Ordinary Shares'). In addition, conditional on admission of the New OrdinaryShares to trading on AIM ("Admission"), an existing shareholder of the Company as detailed below has sold 700,000 ordinary shares ('Existing Ordinary Shares') of 1 penny each to meet demand from new and existing institutional investors (the placing of New Ordinary Shares and Existing Ordinary Shares being collectively referred to as 'the Placing'). The Company's Nomad and Broker, Cenkos Securities plc conducted the Placing.
Plexus intends to use the net proceeds of the Placing of the New Ordinary Shares which are being issued by the Company to support the Company's growth strategy, which continues to be focused on expanding both the international reach and the range of applications of its innovative POS-GRIP friction-grip oil and gas wellhead technology, known for its superior safety, time and cost saving attributes. Specifically, the net proceeds raised for the Company will be used to provide:
• Financing of the second half of the HGSS™ subsea wellhead Joint Industry Project ('JIP') estimated to cost up to a further £1.5m to £2m to complete over the next 18 months. The funds raised for the HGSS project will enable existing working capital to be directed towards the on-going development and future implementation of a range of growth strategy initiatives over the next three years which include the following:
• Completion of up to 20,000 psi Tie-back product JIP, and the commencement of sales initiatives to run alongside the running of a prototype in the field
• Possible establishment of an additional JIP to accelerate the design and development of subsea annulus management and monitoring technology and capability that would then be able to be transferred to the new HGSS subsea wellhead design and development process so as to accelerate the delivery of this target feature
• Financing of additional capex for ongoing expansion of rental wellhead exploration inventory fleet stationed in Aberdeen
• The balance of the new funds raised will be used to support the planned Asian sales strategy from Singapore and in particular:-
• Establishing a local rental wellhead inventory permanently based in Singapore which will form the new Plexus 'Asian Hub'
• Building out of the Asian hub and addressing additional infrastructure costs such as warehouse, offices, personnel and marketing
Ben van Bilderbeek, CEO of Plexus said, "I am delighted by the strong support received from both existing shareholders and new institutional investors for this £6.83 million placing. I believe this shows that the investment community recognises the substantial progress we have made to date as a leading oil and gas wellhead service company. Most importantly, it shows the significant growth potential, both organically and via future licencing and joint venture agreements, of our unique and proprietary POS-GRIP wellhead technology which I believe is capable of transforming the oil and gas wellhead services landscape across exploration, production and subsea drilling applications.
"Our POS-GRIP equipment has proved itself in terms of safety, reliability and performance especially for high pressure/high temperature, in over 300 wells worldwide operated by major oil and gas companies. For this reason, I believe its best in class capabilities place us in an ideal position to continue to win new business for our surface exploration wellhead rental business, particularly as exploration activity opportunities increase and drilling environments become ever more technically challenging.
"The new equity finance will in turn help to accelerate our pursuit of new business opportunities, whilst increasing our global reach. We are currently strengthening Plexus' presence and marketing activities in the important Asian growth region, particularly Singapore, Malaysia, Brunei, and Australia. In addition we are making excellent progress with our JIP where we are working alongside six major oil and gas companies to develop and commercialise a new and safer subsea wellhead, HGSS, utilising Plexus' patented POS-GRIP technology. We believe our planned entry into the fast growing and sizeable subsea market will be a major milestone for the Company, and it is particularly beneficial to have a number of global oil and gas operators such as ENI, Maersk, Shell, and Total working alongside our own design engineers as consulting partners to the project.
"We look forward to reporting on these developments in the coming months as we continue to promote POS-GRIP friction grip technology as the wellhead and technology of choice and indeed necessity due to its superior safety and operational benefits."
Details of the Placing
As part of the Placing, Thrall Enterprises, Inc (in which J Jeffrey Thrall, Chairman, is beneficially interested), an existing shareholder of the Company has also agreed to sell 700,000 Existing Ordinary Shares at the Placing Price to, inter alia, meet institutional demand and improve liquidity.
Separately, certain option holders have conditional on Admission exercised share options and agreed to sell 1,067,216 New Ordinary Shares. Included in the foregoing, Ben van Bilderbeek, CEO, has conditionally exercised 194,152 options over ordinary shares of 1 penny each in the Company ('Ordinary Shares') at an exercise price of 59p per Ordinary Share and Graham Stevens, CFO, has conditionally exercised 116,000 options over Ordinary Shares at an exercise price of 59p per Ordinary Share. All such Ordinary Shares will be sold as part of the Placing at the Placing Price of 245p per Ordinary Share.
The Directors' beneficial interests in Ordinary Shares prior to and following Admission are set out below:
Director |
Ordinary Shares held immediately prior to Admission |
% of total issued share capital immediately prior to Admission |
Ordinary Shares held after Admission |
% of total issued share capital held after Admission |
Options over Ordinary Shares outstanding after Admission |
J Jeffrey Thrall * |
43,404,001 |
52.42 |
42,704,001 |
50.30 |
40,169 |
Ben van Bilderbeek** |
58,700,001 |
70.89 |
58,700,001 |
69.15 |
761,806 |
Graham Stevens |
15,100 |
0.02 |
15,100. |
0.02 |
500,421 |
Craig Hendrie |
12,600 |
0.02 |
12,600 |
0.01 |
621,232 |
Christopher Fraser |
10,000 |
0.01 |
10,000 |
0.01 |
100,000 |
Geoffrey Thompson |
- |
- |
- |
- |
100,000 |
*Jeffrey Thrall, in addition to his own beneficial interest of 704,000 ordinary shares currently held by Thrall Enterprises, Inc. prior to the Placing, has an indirect beneficial interest in a company which controls 32.477% of Mutual Holdings Limited. The number of shares held by Mutual Holdings Limited in the Company prior to the Placing is 42,700,001 ordinary shares.
**Ben van Bilderbeek is one of the beneficiaries of a trust which controls 59.962% of the shares of Mutual Holdings Limited (shareholding in the Company noted in * above) and the entire issued share capital of OFM Investment Limited which holds 16,000,000 ordinary shares in the Company.
Application has been made for theNew Ordinary Shares to be admitted to trading on AIM and it is expected that dealings will commence on 5 December 2013.The New Ordinary Shares will rank pari passu with the existing Ordinary Shares in the Company from Admission.
Following Admission, Plexus will have 84,892,673 Ordinary Shares in issue and each share has the right to one vote. Therefore, for the purposes of the Financial Conduct Authority ('FCA') Disclosure and Transparency Rules, the total number of voting rights in the Company is 84,892,673. The above figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify the Company of their interests in, or change to their interests in, the Company under the FCA's Disclosure and Transparency Rules.
The Placing has only been made to persons (i) falling within the description of persons that, if they were clients of Cenkos Securities PLC, could be categorised as a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook, (ii) of a kind described in paragraph 5 of Article 19 or paragraph 2 of Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), and (iii) who fall within the provisions of Article 2.1(e)(i) of the Prospectus Directive and no other person may now participate in the Placing or rely on any communication relating to it.
**ENDS**
For further information please visit www.posgrip.com or contact:
Ben van Bilderbeek |
Plexus Holdings PLC |
Tel: 020 7795 6890 |
Graham Stevens |
Plexus Holdings PLC |
Tel: 020 7795 6890 |
Jon Fitzpatrick |
Cenkos Securities PLC |
Tel: 020 7397 8900 |
Ken Fleming |
Cenkos Securities PLC |
Tel: 0131 220 6939 |
Felicity Edwards |
St Brides Media & Finance Ltd |
Tel: 020 7236 1177 |
Frank Buhagiar |
St Brides Media & Finance Ltd |
Tel: 020 7236 1177 |
Notes to Editors:
Plexus Holdings PLC, which began trading on AIM in December 2005, is an oil and gas engineering and services business, which supplies wellhead and mudline suspension equipment for exploration and production applications. Based in Aberdeen, with offices in London, Cairo, Kuala Lumpur and a presence in Houston, Texas, it has developed and patented a friction-grip method of engineering for oil and gas field wellheads and connectors, POS-GRIP®, which involves deforming one tubular member against another to effect gripping and sealing.
The Company plans to accelerate the roll out of POS-GRIP wellhead equipment as a superior alternative to current technology and for it to become the future industry standard for wellhead design. In particular, the technology has advantages in High Pressure/High Temperature (HP/HT) and Extreme HP/HT (X-HP/HT) oil and gas environments, for which there is growing global demand and where Plexus is being increasingly recognised as the supplier of choice. Importantly, the Company is focussed on extending its proprietary technology into an increasing number of subsea applications. In line with this, in March 2011 the Company launched an initiative to develop a new subsea wellhead design, HGSS™, utilising its friction-grip technology in collaboration with key oil and gas operators and service companies. Royal Dutch Shell, Wintershall, Maersk, Tullow Oil, ENI, Oil States Industries Inc., TOTAL and the UK entity of the world's largest offshore drilling company have joined the initiative to date. The HGSS subsea wellhead design will include a combination of key features never before seen in a subsea wellhead which include being rated to 15,000 psi, 4,000,000 pounds of 'instant' casing lockdown capacity, annulus pressure monitoring and access for 'bleed off' capability to address sustained casing pressure ('SCP') issues which are recognised by the API as a serious industry problem, and rigid metal annular seal technology qualified to match the performance of premium casing. The design process has now been completed, and prototype testing is due for completion mid 2014.
To date, POS-GRIP wellhead systems have been used or selected to be used in over 300 oil and gas wells by international companies including Apache Energy Australia, BHP Billiton, BG International, Bowleven plc, BP, Brunei Shell Petroleum, Cairn Energy, Centrica, ConocoPhillips, Dana Petroleum, Dubai Petroleum, GDF SUEZ, Global Santa Fe, Maersk, Niko Resources, Petro-Canada Trinidad & Tobago, Red Sea Petroleum Operating Company, Repsol, RWE, Senergy Limited, Shell Egypt, StatoilHydro, Silverstone Energy, Talisman Energy, Tullow Oil, and Wintershall.
