THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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 IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY DARWIN STRATEGIC LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY. PRIMARYBID LTD IS AN APPOINTED REPRESENTATIVE OF DARWIN STRATEGIC LIMITED.
Ascent Resources plc
("Ascent" or the "Company")
Institutionally Underwritten Offer to Raise approximately £3 million via PrimaryBid
Ascent Resources plc, the European focused oil & gas exploration and production company, is pleased to announce a fully-underwritten offer to raise approximately £3 million (before expenses) by the issue and allotment by the Company of 161,500,000 new ordinary shares of 0.2p each in the Company ("New Ordinary Shares") at an offer price of 1.85 pence per New Ordinary Share, being a discount of approximately 17 per cent to today's closing mid-price.
Importantly, the Company is pleased to provide private and other investors the opportunity to participate in the Offer by applying exclusively through the PrimaryBid.com platform.
The Company will use these funds to continue the development of the Petišovci field including the recompletion of Pg-11A and for general working capital purposes.
Highlights
· Offer at 1.85 pence per New Ordinary Share (a discount of approximately 17 per cent to the closing mid-price per Ordinary Share on 10 February 2017) to raise an aggregate of approximately £3 million (before expenses).
· The Offer is fully underwritten by a UK based financial institution.
· Net proceeds of the Offer will be applied towards development activity at the Petišovci concession in Slovenia.
· The Company values its private investor base and is therefore opening this opportunity to individual and institutional investors exclusively on PrimaryBid.com before 5p.m. on 12 February 2017. PrimaryBid Limited is acting as sole arranger for the Offer.
· Subscriptions under the Offer will be considered by the Company on a "first come, first served" basis subject to conditions.
For further information on PrimaryBid.com or the procedure for applications under the Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 (0)20 7491 6519.
Colin Hutchinson, Chief Executive Officer of Ascent Resources, commented:
"Following the successful flow test to at Pg-10, I am pleased to confirm an institutionally backed equity raise through a platform which enables private investors to participate. We value our private investors and have chosen this structure to demonstrate our desire to treat them fairly.
As previously announced, progress at Petišovci continues to be good and we remain on track to supply INA with first gas as expected. The Company anticipates being able to provide a positive update on the IPPC permit in the near future."
Enquiries:
Ascent Resources plc 0207 251 4905
Clive Carver, Chairman
Colin Hutchinson, CEO
Stockdale Securities Limited, Nominated Adviser and Joint Broker 0207 601 6100
Richard Johnson
Edward Thomas
PrimaryBid Limited 0207 4791 6519
Dave Mutton
Northland Capital Partners Limited, Joint Broker 0203 861 6625
Tom Price
IFC Advisory Ltd, Financial PR and IR 0203 053 8671
Tim Metcalfe
Heather Armstrong
Introduction
The Company today announces an underwritten Offer to raise a total of approximately £3 million (before expenses) through the issue and allotment by the Company of an aggregate of 161,500,000 new ordinary shares of 0.2p each in the Company ("New Ordinary Shares") at an offer price of 1.85 pence per New Ordinary Share.
The Company highly values its private investor base which has supported the Company alongside institutional investors over several years while the Company obtained a route to market for its gas. Given the longstanding support of private shareholders, the Company believes that it is appropriate to provide private and other investors with the opportunity to participate in this issue of New Ordinary Shares. The Company is therefore making the Offer exclusively through PrimaryBid.com.
Private and other investors may participate in the Offer of New Ordinary Shares on a on a first come, first served basis, exclusively through PrimaryBid.com.
The Offer
Details of the Offer
The Company is raising a total of approximately £3 million, before expenses (£2.83million net). 161,500,000 New Ordinary Shares are available pursuant to the Offer at the Offer Price, payable in full on acceptance.
The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority.
The Offer is fully underwritten and is made available to individual and institutional investors on the following basis.
Up to 161,500,000 New Ordinary Shares at the Offer Price to raise up to £3 million with a minimum subscription of £1,000 per investor and open to shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come first served" basis.
The maximum investment amount for any investor is £50,000. Any investment request over £50,000 will first require the Company's consent.
For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com.
The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com. The Offer is made on a first come, first served basis and scale back of subscriptions (where necessary) will be made at the discretion of PrimaryBid in consultation with the Company.
The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.
Application will be made to the London Stock Exchange plc for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 16 February 2017 - at which time it is also expected that the New Ordinary Shares will be enabled for settlement in CREST.
The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.
Use of proceeds
The gross proceeds of the Offer will be approximately £3 million and it is proposed that such proceeds shall be used as follows:
· for development capital for the Petišovci development, in north eastern Slovenia; and
· for general working capital purposes.
Expected Timetable of Principal Events
Announcement of the Offer |
10 February 2017 |
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Closing of subscriptions on PrimaryBid.com |
5:00 p.m. on 12 February 2017 |
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Announcement of result of the Offer |
13 February 2017 |
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Admission and commencement of dealings in the New Ordinary Shares on AIM |
8:00 a.m. on 16 February 2017 |
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Definitions
"CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations) |
"Euroclear" |
Euroclear UK & Ireland Limited |
"Prospectus Rules" |
the Prospectus Rules made in accordance with the EU Prospectus Directive 2003/71/EC in relation to offers of securities to the public and the admission of securities to trading on a regulated market |
"Restricted Jurisdictions" |
United States of America, Canada, Australia, Japan and the Republic of South Africa and any other jurisdiction where the extension or availability of the Offer would breach any applicable law |
