NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF THE LAWS OF ENGLAND AND WALES PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
8 August 2024
Prospex Energy plc
("Prospex Energy" or the "Company")
Result of Oversubscribed WRAP Retail Offer and TVR
PDMR Notifications
Prospex Energy plc (AIM:PXEN), the investment company focused on European gas and power projects, is pleased to confirm, further to the announcement made at 6:10pm on Monday 5 August 2024 (the "Retail Offer Announcement"), the result of the Company's Placing, Subscription and WRAP Retail Offer (together, the "Fundraise") at the Issue Price of 6 pence per share. Terms defined in the Retail Offer Announcement have the same meanings in this announcement.
The Company has raised aggregate gross proceeds of £859,323.60 pursuant to the WRAP Retail Offer, which has been significantly oversubscribed, alongside the previously announced Placing and Subscription. Accordingly, the Company will issue a total of 14,322,060 new Ordinary Shares at the Issue Price pursuant to the WRAP Retail Offer.
In total, the Placing, Subscription and WRAP Retail Offer have raised, in aggregate, gross proceeds of approximately £4.20 million for the Company, via the Placing and Subscription of 55,633,333 Placing and Subscription Shares and the 14,322,060 WRAP Retail Offer Shares, amounting in aggregate to the issue of 69,955,393 new Ordinary Shares.
The gross proceeds from the Fundraise will enable Prospex to acquire 7.5% of HEI. This increased share has been made feasible from the success of the oversubscribed WRAP Retail Offer.
Admission and Total Voting Rights
The WRAP Retail Offer Shares will be issued free of all liens, charges and encumbrances and will, on Admission, rank pari passu in all respects with the new Ordinary Shares to be issued pursuant to the Placing, the Subscription and the Company's existing Ordinary Shares.
Application will be made for the 14,322,060 WRAP Retail Offer Shares to be admitted to trading on AIM. Admission is expected to become effective on Monday 12 August 2024, being the same admission date as the Placing and Subscription Shares.
Upon Admission of the Placing and Subscription Shares and the WRAP Retail Offer Shares, the Company will have 402,539,928 ordinary shares of 0.1p each in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares in issue and voting rights will be 402,539,928 and this figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Director shareholdings
As a result of the increased share capital of the Company, the Directors' shareholdings following Admission will be as follows:
| Director/PDMR | Position | New Ordinary Shares being subscribed for | Total Ordinary Shares held on Admission | Percentage of enlarged share capital on Admission |
| Mark Routh | Chief Executive Officer | - | 2,639,960 | 0.66% |
| Bill Smith | Non-Executive Chairman | 416,666 | 8,081,010 | 2.01% |
| Alasdair Buchanan | Non-Executive Director | 416,666 | 5,059,172 | 1.26% |
| Andrew Hay | Non-Executive Director | 333,333 | 333,333 | 0.08% |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
| a) | Name | 1. Bill Smith 2. Alasdair Buchanan 3. Andrew Hay | ||||||||
| 2. | Reason for the Notification | |||||||||
| a) | Position/status | 1. Non-Executive Chairman 2. Non-Executive Director 3. 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 | Prospex Energy Plc | ||||||||
| b) | LEI | 213800NY9RH8O1B72D27 | ||||||||
| 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 instrument, type of instrument | Ordinary shares of 0.1p each in the share capital of the Prospex Energy plc | ||||||||
| Identification code | GB00BMFZVZ53 | |||||||||
| b) | Nature of the Transaction | Purchase of Ordinary Shares | ||||||||
| c) | Price(s) and volume(s) |
| ||||||||
| d) | Aggregated information Aggregated volume Price | N/A (Single Transaction) | ||||||||
| e) | Date of the transaction | 8 August 2024 | ||||||||
| f) | Place of the transaction | AIM | ||||||||
HEYCO Shareholding
As a result of HEYCO subscribing for 41,666,668 new Ordinary Shares in the Fundraise, HEYCO Energy Group Inc. will, following Admission, hold 10.35% of the Company's issued share capital.
Mark Routh, Prospex's CEO, commented on the Fundraise:
"In the face of challenging market conditions this week, we are thrilled to have successfully raised a total of approximately £4.20 million from our recent fundraise. This is a testament to the immense potential of the Viura gas field in northern Spain, to increase significantly Prospex's booked gas reserves, gas production and cashflow. The success of the Retail Offer and it being significantly oversubscribed enables us to acquire 7.5% of the Viura asset which provides us with a meaningful stake in a producing field with plenty of upside. The development well Viura 1B is currently being drilled and is expected to reach the reservoir target within weeks. I look forward to updating shareholders with the results from that well as soon as we have them. Two additional development wells are scheduled for 2025/2026.
"Viura, is one of three onshore gas fields in Spain. El Romeral, in which Prospex has a 49.9% working interest, is another, making Prospex a leading gas producer in Spain. We believe that the production of gas will continue to play a key part in the global energy mix, particularly if we are to avoid another energy crisis. Our mission is to work with partners to deliver reliable and sustainable energy solutions, whilst driving shareholder value. To this end, I am encouraged and very grateful for the support of our existing shareholders especially though the oversubscribed WRAP Retail Offer and would like to take the opportunity to welcome our new shareholders."
For further information, please contact:
| Mark Routh | Prospex Energy PLC | Tel: +44 (0) 20 7236 1177 |
| Joe Winkley Sophia Bechev
| Winterflood Retail Access Platform
| WRAP@winterflood.com +44(0) 20 3100 0286 |
| Ritchie Balmer David Asquith | Strand Hanson Limited (Nominated Adviser) | Tel: +44 (0) 20 7409 3494 |
| Andrew Monk (Corporate Broking) | VSA Capital Limited | Tel: +44 (0) 20 3005 5000 |
| Ana Ribeiro / Charlotte Page | St Brides Partners Limited | Tel: +44 (0) 20 7236 1177 |
Further information on the Company can be found on its website at prospex.energy.
The Company's LEI is 213800NY9RH8O1B72D27.
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
Important Notices
The content of this announcement, which has been prepared by and is the sole responsibility of the Company.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
The WRAP Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the WRAP Retail Offer Shares is being made in the United States. The WRAP Retail Offer Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.
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 US Securities Act, 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 of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
WRAP is a proprietary technology platform owned and operated by Winterflood Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the WRAP Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the WRAP Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Winterflood expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of Winterflood or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Winterflood and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
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. The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
It is further noted that the WRAP Retail Offer was only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).
VSA Capital Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting as sole broker to the Company in connection with the Placing and Subscription. VSA Capital Limited will not be responsible to any person other than the Company for providing the protections afforded to clients of VSA Capital Limited or for providing advice to any other person in connection with the Fundraise. VSA Capital Limited has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by VSA Capital Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.
Strand Hanson is authorised and regulated by the FCA in the United Kingdom and is acting as Nominated Adviser exclusively for the Company and no one else in connection with the Placing and Subscription and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and Subscription or any other matters referred to in this Announcement. Strand Hanson's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.
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