Schedule One - Longboat Energy plc | RNS | Ticker

Schedule One - Longboat Energy plc

RNS Announcement

RNS Number : 3916D

AIM

29 June 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Longboat Energy Plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

5th Floor

One New Change

London EC4M 9AF

United Kingdom

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.longboatenergy.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Longboat Energy was established in mid-2019 by the former Faroe Petroleum management team to create a new mid cap independent oil and gas company. The Company is currently an "investing company" for the purposes of the AIM Rules for Companies. The Company's ordinary shares were admitted to trading on AIM on 28 November 2019. The investment objective of Longboat Energy is to create a full-cycle North Sea E&P company in order to deliver value to investors.

Longboat has secured three bilateral transactions to acquire a significant, near term, low risk exploration drilling programme in the Norwegian Continental Shelf. These agreements will provide Longboat Energy with a working interest in up to seven near term exploration wells.

The farm-in agreements will constitute a reverse takeover for the purpose of Rule 14 of the AIM Rules. Following entry into the farm-in agreements and subsequent re-admission to AIM, the Company will no longer be deemed to be an investing company.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of securities to be admitted: 56,666,666

Type and nominal value of securities: Ordinary shares of £0.01 nominal value

Shares to be held in treasury: None

1,953,334 shares are subject to lock-ins for 12 months from the date of Re Admission, pursuant to AIM rule 7 of the AIM Rules for Companies

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: £35 million by way of a placing and subscription for Ordinary shares of £0.01 to be raised before Re-Admission. The placing and subscription shares will be admitted to trading on 30 June at which point the funds will be raised. The fundraising proceeds will be used to complete the farm-ins and fund future related capital activities but are not conditional on the completion of the farm-ins.

The market capitalisation of the Company on Admission is expected to be equal to approximately £40 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

18.82%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Helge Ansgar Hammer - Chief Executive Officer

Jonathan ("Jon") Robert Cooper - Chief Financial Officer

Nicholas ("Nick") Andrew Ingrassia - Business Development Director

Graham Duncan Stewart - Non-Executive Chairman

Brent Cheshire - Senior Independent Non-Executive Director

Jorunn Johanne Saetre - Independent Non-Executive Director

Katherine Louise Margiad Roe - Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

	Before Admission	After Admission
Blackrock Investment Management	13.8%	14.8%
Fidelity International	10.0%	9.8%
AXA Framlington Investment Managers	5.0%	9.2%
SVM Asset Management	5.0%	7.4%
Smith & Williamson Investment Management	N/A	4.7%
Chelverton Asset Management Limited	N/A	4.7%
Canaccord Genuity Wealth Management	10.0%	4.1%
Janus Henderson	N/A	3.5%
Pentwater Capital Management	4.50%	<3%
Stonehage Fleming	3.50%	<3%
Helge Hammer¹	3.00%	<3%

1. Held indirectly via Hammer Investering AS

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None.

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i) 31 December

ii) 31 December 2020

iii) 30 September 2021, 30 June 2022, 30 September 2022

EXPECTED ADMISSION DATE:

Late July / August 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Stifel Nicolaus Europe Limited

150 Cheapside

London

EC2V 6ET

NAME AND ADDRESS OF BROKER:

Stifel Nicolaus Europe Limited

150 Cheapside

London

EC2V 6ET

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The admission document, which will contain full details about the Company and Admission, will be available free of charge at the registered office address of the Company during normal business hours on any day (except Saturdays, Sundays and public holidays) for a period of one month from the date of Admission. The admission document will also be available for download from the Company's website at www.longboatenergy.com.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

29 June 2021

NEW/ UPDATE:

New

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RNS metadata

Title: Schedule One - Longboat Energy plc
Time: 08:00:02
Date: 29 Jun 2021
Category: Capital structure
ID: 3916D