RNS Number : 8643O
Prospex Energy PLC
30 June 2025
 

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.

 

30 June 2025

Prospex Energy plc

 

("Prospex Energy" or the "Company")

 

Result of WRAP Retail Offer, Additional Subscription

 

PDMR Notifications

and

Total Voting Rights

 

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 7.01am on Wednesday 25 June 2025 (the "Retail Offer Announcement"), the result of the Company's Placing, Subscription and WRAP Retail Offer (together, the "Fundraise") at the Issue Price of 4.5 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 £137,009 pursuant to the WRAP Retail Offer, alongside the previously announced Placing and Subscription.  Accordingly, the Company will issue a total of 3,044,638 new Ordinary Shares at the Issue Price pursuant to the WRAP Retail Offer.

 

In addition, as a result of market demand, the Company has raised a further £9,000 through the issue of 200,000 new Ordinary Shares by way of a direct subscription ("Additional Subscription") with the Company.

 

The Placing, Subscription, WRAP Retail Offer and Additional Subscription have raised, in aggregate, gross proceeds of approximately £1.2 million for the Company, through the issue of 26,170,193 new Ordinary Shares in aggregate.

 

The gross proceeds from the Fundraise have bolstered the Company's cash reserves. Prospex will be covering the cash call for the ongoing workover of the Viura-1B well in northern Spain and looks forward to advising shareholders when production resumes.

 

Mark Routh, Prospex's CEO, commented on the Fundraise:

"We are delighted with this Fundraise, and I would like to give my thanks to all of our investors.  The support received, which led to both the Placing and Subscriptions being oversubscribed and an Additional Subscription being added, is testament to the value prospects of our company.  Our portfolio of producing European assets combined with our defined development strategy to add new wells and expand into new jurisdictions, provides tangible value which we are ready to unlock.  Board members and senior management have participated in this Fundraise and we are committed to delivering on our growth strategy and maintaining our highly active pace in order to build Prospex into a mid-tier energy producing group in Europe for the benefit of all stakeholders."

 

Admission and Total Voting Rights

The WRAP Retail Offer Shares and the new Ordinary Shares to be issued pursuant to the Additional Subscription ("Additional Subscription 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 3,044,638 WRAP Retail Offer Shares and the 200,000 Additional Subscription Shares to be admitted to trading on AIM on Monday 30 June 2025.  Admission is expected to become effective at 8.00 a.m. on 3 July 2025, which is the same time as the admission of the Placing Shares and Subscription Shares is scheduled to take effect.

 

Upon Admission of the Placing Shares, the Subscription Shares, the WRAP Retail Offer Shares and the Additional Subscription Shares, the Company will have 428,710,121 ordinary shares of 0.1p each in issue, each with one voting right.  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 / PDMR shareholdings

As a result of the increased share capital of the Company, the Director/PDMR 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

333,333

2,972,662

0.69%

Bill Smith*

Non-Executive Chairman

333,333

8,414,343

1.96%

Alasdair Buchanan*

Non-Executive Director

-

5,059,172

1.18%

Andrew Hay*

Non-Executive Director

222,222

555,555

0.13%

Grant Glanfield#

Head of Finance

-

11,115,108

2.59%

Richard Jameson#

Chief Operating Officer

555,556

10,313,222

2.41%

 

 

1.

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

1.    Mark Routh

2.    Bill Smith

3.    Andrew Hay

4.    Richard Jameson

2.

Reason for the Notification

a)

Position/status

1.    Chief Executive

2.    Non-Executive Chairman

3.    Non-Executive Director

4.    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

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)

Prices

Volumes

1.    4.5 pence 

333,333

2.    4.5 pence

333,333

3.    4.5 pence

222,222

4.    4.5 pence

555,556

d)

Aggregated information

Aggregated volume Price

N/A (Single Transaction)

e)

Date of the transaction

30 June 2025

f)

Place of the transaction

AIM

 

 

HEYCO Shareholding

As a result of HEYCO subscribing for 4,500,000 new Ordinary Shares in the Fundraise, HEYCO Energy Group, Inc. will, following Admission, hold 46,166,668 Ordinary Shares equivalent to 10.77% of the Company's enlarged share capital following the Fundraise.

 

For further information, please contact:

 

Mark Routh

Prospex Energy PLC

Tel: +44 (0) 20 7236 1177

Kaitlan Billings

Sophia Bechev

 

Winterflood Retail Access Platform

 

WRAP@winterflood.com

+44(0) 20 3100 0286

Ritchie Balmer
Rory Murphy

David Asquith

Strand Hanson Limited

(Nominated Adviser)

Tel: +44 (0) 20 7409 3494

Andrew Monk (Corporate Broking)
Andrew Raca / Brian Wong (Corporate Finance)

VSA Capital Limited

Tel: +44 (0) 20 3005 5000

Neil Passmore/Leif Powis

Hannam & Partners

Tel:+44 (0) 20 7907 8500

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 www.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.

 

H&P, which is authorised and regulated by the FCA in the United Kingdom, is acting as joint Broker to the Company in connection with the Placing and the Subscription. H&P will not be responsible to any person other than the Company for providing the protections afforded to clients of H&P or for providing advice to any other person in connection with the Placing, the Subscription or any other acquisition of shares in the Company. H&P is not making any representation or warranty, express or implied, as to the contents of this Announcement. H&P has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by H&P for the accuracy of any information, or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of H&P for its own fraud.

 

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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