Placing and Open Offer
NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN
16 December 2013
Europa Oil & Gas (Holdings) plc
Placing and Open Offer
Highlights:
* Fundraising to raise up to approximately £4.0 million, of which a minimum
of approximately £3.02 million has been raised in the Placing and pursuant
to Directors' undertakings to participate in the Open Offer
* Placing to new and existing institutional investors to raise approximately
£2.86 million (gross)
* Intention to raise up to a further £1.16 million (gross) via the Open Offer
to Qualifying Shareholders
* Directors have undertaken to make applications to subscribe, in aggregate,
for 2,666,665 Open Offer Shares to raise approximately £160,000
* Placing and Open Offer undertaken to provide requisite financing for
Europa's near-term work programme, including:
* Expected drilling of an exploration well at Kiln Lane, PEDL-181, onshore
East Midlands, UK
* Furthering its work in Ireland, both in respect of the Company's existing
interests in two exciting exploration licences, but also participating in
the next licence round
* Farm-out costs and initial well planning at the Berenx Shallow prospect,
onshore France
* Full details of the Open Offer, including its terms and conditions, will be
announced on or around 19 December 2013 and set out in the Circular to
shareholders to be posted on or around the same date
* Company expects advance assurance, given previously, that the Open Offer
Shares would satisfy the requirements for tax relief under EIS and VCT
Schemes (renewed advanced assurance from HMRC is pending)
* Conference call for analysts and investors on Monday 16 December 2013 at
11.00 GMT
Europa is pleased today to announce that it has conditionally raised £2.86
million (before expenses) by the issue of 47,694,665 New Ordinary Shares
pursuant to the Placing and, furthermore, that it proposes to raise up to a
further £1.16 million by the issue of up to a further 19,332,855 New Ordinary
Shares pursuant to the Open Offer, in each case at an issue price of 6 pence
per New Ordinary Share. The Placing is conditional upon, inter alia, First
Admission becoming effective on 9 January 2014 or such other date as may be
agreed between the Company and finnCap, such date to be no later than 31
January 2014.
The Fundraising has been undertaken to provide funding for Europa's near-term
work programme and projects, including funding the Company's contribution to
expected drilling of an exploration well at Kiln Lane, PEDL-181, and to further
its work in Ireland, including the commissioning of a CPR on its existing
assets in the region.
Europa's CEO Hugh Mackay said: "This successful Placing shows the potential of
our balanced portfolio of high impact exploration offshore Ireland and onshore
France prospects; and low risk exploration and production onshore UK assets, to
create substantial value for our shareholders. In line with this, I am
encouraged that some blue chip institutions have chosen to become shareholders.
The Board is at all times mindful of its responsibilities to existing
shareholders and as a result, the decision has been made to initiate an Open
Offer to Qualifying shareholders to provide them with the opportunity to
participate on the same terms as those offered to the institutions under the
Placing."
"Significantly,as a result of the Placing, we are now in a position to drill
two exploration wells in the UK in 2014, each of which has a one in three
chance of materially adding to our production. Revenues generated from our
three producing fields in the UK will fund our share of drilling the Wressle
prospect in early 2014, however the funds raised today will allow us to drill
the Kiln Lane prospect on PEDL-18,1 which is located in a working hydrocarbon
system where a number of discoveries have been made in adjacent licences. We
estimate Kiln Lane has gross mean un-risked resources of 2.9mmbo and with a 50%
interest and operatorship of the licence, we will be looking to drill a well in
H2 2014. At the same time, we are now well funded to advance our plans to
farm-out and drill the 416bcf(per Company estimates only)Berenx Shallow gas
prospect onshore France, as well as fund our participation in the next Irish
Licensing round,as we look to add to our two existing licences in the Irish
Atlantic Margin where we are in partnership with Kosmos Energy. 2014 is
shaping up to be an exciting year for Europa and I look forward to providing
further updates on our progress in due course."
The Board has elected to undertake the Placing by means of a cash box in order
to have complete certainty around the success of the Placing. The Board is
mindful of and grateful for the continuing support received from Shareholders,
and accordingly intends to offer Qualifying Shareholders the opportunity to
participate in the Fundraising by way of the Open Offer to issue up to
19,332,855 New Ordinary Shares to Qualifying Shareholders. A Circular to
Shareholders, setting out full details of the Open Offer and the actions to be
taken by Shareholders in respect of the Open Offer, is expected to be published
on or around 19 December 2013. The Open Offer is not being underwritten and is
not conditional on the Placing.
It is intended that Qualifying Shareholders subscribing for their full Basic
Entitlement under the Open Offer will also be able to request additional Open
Offer Shares in accordance with the Excess Entitlement, up to the total number
of Open Offer Shares available to Qualifying Shareholders pursuant to the Open
Offer.
The Board considers the Placing and Open Offer to be in the best interests of
the Company and Shareholders as a whole, and certain Directors intend to make
applications to subscribe for 2,666,665 Open Offer Shares, including Excess
Entitlements, in the Open Offer.
Enquiries:
For further information please visit www.europaoil.com or contact:
Hugh Mackay Europa +44 (0) 20 7224 3770
Phil Greenhalgh Europa +44 (0) 20 7224 3770
Matt Goode finnCap Ltd +44 (0) 20 7220 0500
Henrik Persson finnCap Ltd +44 (0) 20 7220 0500
Frank Buhagiar St Brides Media and Finance Ltd +44 (0) 20 7236 1177
Lottie Brocklehurst St Brides Media and Finance Ltd +44 (0) 20 7236 1177
The Company will be holding a conference call for analysts and investors on
Monday 16 December 2013 at 11.00 GMT. To participate in this conference call,
please go to www.meetingzone.com/presenter using 2927389 as the participant pin
to submit questions at the time of the call, and dial +44 (0) 808 109 5644, or
+44 (0) 20 8322 2500 if you are calling from outside of the UK, using access
code 2927389#.
Important Information
Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) is incorporated in, or forms part of, this announcement.
Any person receiving this announcement is advised to exercise caution in
relation to the Placing and the Open Offer. If in any doubt about any of the
contents of this announcement or the action that you should take, independent
professional advice should be obtained.
finnCap Limited, which is authorised and regulated in the United Kingdom by the
FCA, is acting as nominated adviser and broker to the Company in connection
with the Placing and the Open Offer and is not acting for any other persons in
relation to the Placing and Open Offer. finnCap Limited is retained by the
Company in connection with the Placing and Open Offer and shall not be
responsible to any other party for providing advice or taking any other action
in relation to the Placing and Open Offer. Persons receiving this announcement
should note that finnCap Limited will not be responsible to anyone other than
the Company for providing the protections afforded to clients of finnCap
Limited or for advising any other person on the arrangements described in this
announcement. finnCap Limited has not authorised the contents of, or any part
of, this announcement and no liability whatsoever is accepted by finnCap
Limited nor does it make any representation or warranty, express or implied,
for the accuracy of any information or opinion contained in this announcement
or for the omission of any information. finnCap Limited disclaims all and any
responsibility or liability whether arising in tort, contract or otherwise
which it might otherwise have in respect of this announcement. finnCap Limited
may, in accordance with applicable legal and regulatory provisions, engage in
transactions in relation to the Ordinary Shares (including the Placing Shares
and the Open Offer Shares) and/or related instruments for its own account for
the purposes of hedging any underwriting exposure or otherwise. Except as
required by applicable law or regulation, finnCap Limited does not propose to
make any public disclosure in relation to any such transactions.
This announcement does not constitute an offer to sell or an invitation to
subscribe for, or solicitation of an offer to subscribe for or buy New Ordinary
Shares to any person in any jurisdiction to whom it is unlawful to make such
offer or solicitation. In particular, this announcement must not be taken,
transmitted, distributed or sent, directly or indirectly, in, or into, and Open
Offer Entitlements may not be transferred through CREST, in or into, the United
States of America, Canada, Australia, Japan or the Republic of South Africa or
transmitted, distributed or sent to, or by, any national, resident or citizen
of such countries. Accordingly, the New Ordinary Shares and/or Open Offer
Entitlements may not, subject to certain exceptions, be offered or sold,
directly or indirectly, in, or into, or credited to the stock account of any
person in the United States of America, Canada, Australia, Japan or the
Republic of South Africa or in any other country, territory or possession where
to do so may contravene local securities laws or regulations. The New Ordinary
Shares and the Open Offer Entitlements have not been, and will not be,
registered under the United States Securities Act of 1933 (as amended) or under
the securities legislation of any state of the United States of America, any
province or territory of Canada, Australia, Japan or the Republic of South
Africa and they may not be offered or sold, directly or indirectly, within the
United States of America or Canada, Australia, Japan or the Republic of South
Africa or to or for the account or benefit of any national, citizen or resident
of the United States of America, Canada, Australia, Japan or the Republic of
South Africa or to any US person (within the definition of Regulation S made
under the US Securities Act 1933 (as amended)).
Forward-looking statements
This announcement contains (or may contain) certain forward-looking statements
with respect to the Company and certain of its goals and expectations relating
to its future financial condition and performance which involve a number of
risks and uncertainties. No forward-looking statement is a guarantee of future
performance and actual results could differ materially from those contained in
any forward-looking statements. All statements, other than statements of
historical facts, contained in this announcement, including statements
regarding the Group's future financial position, business strategy and plans,
business model and approach and objectives of management for future operations,
are forward-looking statements. Generally, the forward-looking statements in
this announcement use words such as "aim", "anticipate", "target", "expect",
"estimate", "plan", "goal", "believe", "will", "may", "could", "should",
"future", "intend", "opportunity, "potential", "project", "seek" and other
words having a similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events and
circumstances, including, but not limited to, economic and business conditions,
the effects of changes in interest rates and foreign exchange rates, changes in
legislation, changes in consumer habits and other factors outside the control
of the Company, that may cause actual results, performance or achievements to
be materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. All forward-looking statements
contained in this announcement are based upon information available to the
Directors at the date of this announcement. The forward-looking statements in
this announcement are based on the relevant Directors' beliefs and assumptions
and information only as of the date of this announcement, and the
forward-looking events discussed in this announcement might not occur.
Therefore, investors should not place any reliance on any forward-looking
statements. Except as required by law or regulation, the Directors undertake no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future earnings or otherwise.
Investors are advised to read this announcement and, once available, the
Circular in their entirety for a further discussion of the factors that could
affect the Company's or the Group's future performance and the industries in
which they operate. In light of these risks, uncertainties and assumptions, the
events described in the forward-looking statements in this announcement may not
occur.
This summary should be read in conjunction with the full text of the
announcement which follows.
SHARE CAPITAL AND PLACING AND OPEN OFFER STATISTICS
Number of Existing Ordinary Shares 137,855,504
Number of Placing Shares issued under the Placing 47,694,665
Number of Open Offer Shares available under the Open 19,332,855
Offer
Enlarged Share Capital 204,883,024
Issue Price of Placing Shares and Open Offer Shares 6 pence
Market capitalisation of the Company on Second Admission £12.3 million
at the Issue Price
Approximate Percentage of the Enlarged Share Capital 23.3 per cent.
represented by the Placing Shares
Approximate Percentage of the Enlarged Share Capital 9.4 per cent.
represented by the Open Offer Shares
Approximate Percentage of the Enlarged Share Capital 32.7 per cent.
represented by the Placing Shares and the Open Offer
Shares in aggregate
Estimated gross proceeds of the Placing and Open Offer £4.02 million
Note:
Information given in relation to the ordinary share capital of the Company and
the proceeds of the Placing and Open Offer immediately following Second
Admission have been calculated on the basis that the Placing comprises
47,694,665 Placing Shares at a price of 6 per Ordinary Share, raising £2.86
million (before expenses), that all Open Offer Shares are subscribed for by
Qualifying Shareholders, and that no options or warrants are exercised between
the date of this announcement and Second Admission.
1. Background to the Company and Strategy
Europa is a UK-based oil and gas company with exploration, production and
appraisal assets across three core geographies in Europe, namely, the UK, where
it has three producing assets in addition to its exploration interests, and
onshore France and offshore Ireland where the Company has highly prospective
licences which the Directors believe offer highly compelling hydrocarbon
exploration opportunities.
A summary of Europa's principal assets and activities is provided below:
United Kingdom
In the UK, the Company has a portfolio of both production and exploration
assets.
Production
The Company has interests in three producing oilfields in the East Midlands
region of the UK - a 100 per cent. working interest in both the West Firsby and
Crosby Warren fields and a 65 per cent. non-operated interest in the Whisby-4
well. Total net production for the last financial year to 31 July 2013 was 182
boepd. Since that date, these assets have continued to perform in accordance
with the Board's expectations, with average production of 172 boepd for the
four month period ending 30 November 2013.
Exploration
PEDL-181 (Kiln Lane-1)
Europa has a 50 per cent. interest in and is the operator of the PEDL-181
licence in the Humber Basin, with Egdon Resources UK Limited and Celtique
Energie Petroleum Ltd, each holding a 25 per cent. interest. PEDL-181 is
located in the Carboniferous petroleum play and covers an area of over 540 km2.
The Board considers that the licence has good potential for conventional oil
and gas. It is located in a working hydrocarbon system where a number of other
discoveries have been made in adjacent licences but PEDL-181 itself has been
overlooked by the industry and has not been previously drilled. The Board is
also aware that the area may have potential as a shale gas resource.
Europa has conducted considerable technical work on PEDL-181 during the last 18
months including acquisition of a 78 km 2D seismic in the first quarter of
2013, reprocessing of an existing 150 km2 3D survey together with detailed
regional evaluation and prospect specific mapping. The outcome of this work is
the identification of a drillable conventional oil and gas prospect at the Kiln
Lane location in the east of the licence approximately 28 km from Europa's
producing Crosby Warren oil field. This previously unknown prospect is a robust
structural closure prospective for Carboniferous sandstone reservoirs.
Exploration success at this location would be a significant milestone and would
substantially derisk a number of leads for possible follow-up drilling.
Europa's research indicates that the Kiln Lane prospect has gross mean unrisked
resources of 2.9 mmbo and a chance of success of 36 per cent. In the event of
exploration success Europa intends to conduct an extended well test for the
purpose of enabling a fast track development.
The table below sets out the indicative gross and net mean unrisked resources
of Kiln Lane (Source: Europa internal technical analysis):
Kiln Lane Unrisked Resources
Gross Net to EOG
P90 0.50 0.25
P50 1.80 0.90
P10 6.70 3.35
Mean 2.90 1.45
Later in December 2013 the Company expects to make a firm commitment to DECC to
drill the Kiln Lane well and, following preliminary discussions with DECC, it
is anticipated that phase 1 of the PEDL-181 licence will be extended by one
year until 30 June 2015 to enable fulfilment of this drilling commitment.
Accordingly, Europa, and its partners, have commenced the site selection
process and expect to submit a planning application in March 2014 for the
drilling of an exploration well. It is currently expected that this well will
spud in the second half of 2014.
PEDL-180 (Wressle)
PEDL-180 covers an area of 100 km2 of the East Midlands Petroleum Province
south of the Crosby Warren field. Europa has a 33.3 per cent. working interest
in the block with its partners Egdon Resources (25 per cent. and operator),
Celtique Energie (33.3 per cent.) and Union Jack Oil (8.3 per cent.). 49 km2 of
3D seismic covering PEDL-180 and PEDL-182 was acquired in the first quarter of
2012 and has been processed and interpreted. The operator estimates the Wressle
prospect to hold mean gross un-risked recoverable resources of 2.1 mmbo.
Drilling at Wressle is anticipated to take place in the first quarter of 2014,
with Europa's share of the costs fully funded from its existing resources.
PEDL-182 (Broughton)
PEDL-182 is an area of 40 km2 to the north of PEDL-180 in which Europa has a
33.3 per cent. working interest with its partners Egdon Resources (33.3 per
cent. and operator) and Celtique Energie (33.3 per cent.). The Broughton
prospect was previously drilled by BP plc and flowed oil. A CPR in May 2012
(available on Europa's website) estimated the Broughton prospect to hold mean
gross un-risked recoverable resources of 1.85 mmbo. The Board and its partners
in this licence will consider its intentions and plans in respect of the
licence in light of drilling results at PEDL-180.
PEDL-143 (Holmwood)
Europa considers Holmwood to be one of the most exciting undrilled exploration
prospects in the UK. As set out in the Company's final results and report for
the year ended 31 July 2013, the Board continues to work with its legal
advisers in preparation for a hearing in the Court of Appeal at the end of
April, or early May, 2014 in respect of Europa's application for planning
permission for a temporary exploration well on this site.
Ireland
Exploration
The Board continue to be particularly excited by the potential of its two FELs
in the South Porcupine Basin offshore southwest Ireland; FEL 2/13 (formerly LO
11/7 containing the Mullen prospect) and FEL 3/13 (formerly LO 11/8, Kiernan).
Europa, based on technical work to date and interpretation of pre-existing 2D
seismic, estimates Mullen and Kiernan together to have gross mean un-risked
indicative resources of 482 million barrels of oil and 1.612 billion barrels of
oil equivalent respectively. On 18 April 2013, the Board considers that
significant technical and financial validation was provided in relation to its
Irish prospects when Europa announced a farm-in to both licences. Kosmos agreed
to farm-in, earning an 85 per cent. interest and operatorship. In May 2013, the
Irish government approved the conversion of the two LOs to FELs. Kosmos will
fund the majority of the costs of developing these prospects, including a 3D
seismic survey over each licence, and subject to both companies wishing to
continue into further phases, Kosmos will pay 100 per cent. of the costs of the
first exploration well subject to caps of $90 million in FEL 2/13 and $110
million in FEL 3/13. Europa must pay its equity share of the general and
administrative costs during the well phase, but, under the terms of the farm
out agreement, these costs are capped at $450,000 on each licence.
Further information in respect of the Mullen and Kiernan prospects were
provided to Shareholders in the Company's announcements dated 6 November 2012
and 16 January 2013 and detailed summary of the Company's work with Kosmos to
date is set out in the Company's annual report and accounts for the year ended
31 July 2013 (available on the Company's website).
The 3D seismic survey was completed in October 2013, with the interpretation
anticipated to be available at the end of June 2014, at which time decisions
will be made in respect of drilling of the Kiernan and Mullen prospects. The
Board believes that the earliest date for a first exploration well on either
prospect would be 2015. Meanwhile, a CPR is scheduled to be commissioned during
the course of 2014.
The Board believes that the technical insights that Europa has gained from its
work in the South Porcupine Basin provides a competitive edge which will stand
it in good stead as it seeks to participate in the next licencing round in
Ireland, expected to open in April 2014.
France
Exploration
Europa holds a 100 per cent. interest in the onshore Béarn des Gaves permit in
the Aquitaine basin, the heartland of the French oil industry, and a 100 per
cent. interest in the Tarbes Val d'Adour permit. Whilst the latter remains
subject to renewal by the relevant French authorities, the Company's permit in
Béarn des Gaves was renewed in October 2013 for a period of five years
commencing March 2012.
The Béarn des Gaves permit contains two prospects: Berenx Deep and Berenx
Shallow.
Berenx Deep is an appraisal project having previously been explored and drilled
by EssoRep with two wells, Berenx-1 (1969) and Berenx-2 (1972), both
encountering strong gas shows over a 500m thick gas bearing zone. In 1975
Berenx-2 was re-entered, drill stem tested and flowed gas to surface from the
same carbonate reservoir that delivered 9 tcf and 2 tcf from nearby fields at
Lacq and Meillon. Ongoing re-evaluation and interpretation of existing seismic
and well data on Berenx Deep has resulted in the better definition of a shallow
gas prospect, Berenx Shallow. Previous exploration on the concession had
focused only on the deep lying gas prospectivity. A thorough review by the
Company of historic well results, re-interpretation of structure and proven
hydrocarbon bearing reservoir distribution in the shallow (less than 4000m)
Cretaceous and Late Jurassic carbonate sediments has resulted in an upgrade in
the Company's estimation of the Berenx Shallow gas prospectivity to estimated
potential gross mean un-risked resources of 416 bcf.
The table below sets out the indicative gross and net (on the basis of assumed
and indicative farm-down) unrisked resources of Berenx Deep and Berenx Shallow
(Source: Europa internal technical analysis):
Berenx Deep Berenx Shallow
Gross Net to EOG* Gross Net to EOG**
mmbl/bcf mmbl/bcf mmbl/bcf mmbl/bcf
P90 11.0 4.0 44.0 22.0
P50 46.0 18.0 68.0 34.0
P10 212.0 85.0 97.0 48.0
Mean 94.2 37.7 69.3 34.7
* assuming farm-down to 40 per cent.
** assuming farm-down to 50 per cent.
The Board remains committed to the farm-out of the permit whilst also
undertaking well permitting and drilling to confirm a well location for Berenx
Shallow ahead of drilling in 2014. The Board continues to contemplate a
farm-out of both Berenx Deep and Berenx Shallow assets.
2. Use of proceeds of the Placing and Open Offer
The Placing has raised gross proceeds of approximately £2.86 million (before
commission and other costs of the Fundraising).
The Board believes that the net proceeds of the Placing will be sufficient to
meet the Group's near-term work programme and working capital requirements.
However, the Board wish to make the Open Offer to Shareholders, which will
provide additional funds to the Company to progress its exploration projects
and other activities. Assuming the take-up in full of the Open Offer, the
maximum gross proceeds to the Company from the Open Offer would be
approximately £1.16 million.
United Kingdom
The Company and its partners intend to drill an exploration well at Kiln Lane,
PEDL-181, in the second half of 2014, subject to having secured the requisite
planning and permitting requirements. If the well is successful, the Company
anticipates testing the well for a period of up to six months. The Placing is
specifically intended to enable Europa to satisfy its pro-rata contribution to
the costs of the advancement of this licence.
Separately, in the UK, whilst currently intended to be fully funded from
existing resources, the Company has a firm commitment to contribute to the
costs of drilling on the PEDL-180 licence at Wressle in the first quarter of
2014, and the net proceeds of the Placing will alleviate the impact of this on
the Company's working capital resources.
Ireland
The net proceeds of the Placing will provide the Company with the means to
further its work in Ireland, where it has developed specific knowledge and
contacts as a result of its work in the region to date and where a further
licensing round is expected in April 2014. Under the terms of the farm out
agreements with Kosmos, the Company is required to pay its share of non-well
costs following the completion of the seismic interpretation. A CPR on the
Irish licences is planned to be commissioned in the course of 2014.
Working capital & other
The Company will deploy amounts remaining as working capital to continue the
Company's work across its other geographies, including initial well planning at
its Berenx Shallow prospect, onshore France and the costs of seeking a farm-out
arrangement.
A summary of the Board's current intentions for the deployment of the net
proceeds of the Placing and the expected participation by certain Directors in
the Open Offer is as follows:
Use of Proceeds £ million
UK, Kiln Lane / PEDL-181 1.15
* Well cost 0.50
* Extended well test 0.25
* Well planning, permitting and other
Ireland 0.60
* Contribution toward JV working capital costs
* Costs of participation in next licensing round
* CPR to be commissioned in 2014
Working capital 0.50
* Farm-out costs and preliminary well planning at Berenx
Shallow, France
Total 3.00
The Board are, as always, mindful that unexpected events, including operational
outcomes or events outside the Board's control, may result in the proceeds of
the Placing and the Open Offer being deployed in a differing manner to that set
out above or on a differing timescale to that currently envisaged.
3. Principal terms of the Fundraising
The Fundraising has been structured as follows:
1. The Placing to raise £2.86 million, structured as a cash box, in order to
provide certainty of funding for the Company; and
2. Proposed Open Offer to raise up to £1.16 million to enable Qualifying
Shareholders to participate in the Fundraising.
The Placing
The Company has conditionally raised through a cash box placing structure gross
proceeds of £2.86 million pursuant to the terms of the Placing Agreement.As the
Placing Shares are not being allotted for a cash consideration, statutory
pre-emption rights will not apply to the issue of the Placing Shares.
Under the Placing Agreement, finnCap, as the Company's agent, agreed to use its
reasonable endeavours to place the Placing Shares with institutional investors.
The Placing is conditional upon, inter alia, First Admission becoming effective
on or before 8 a.m. on 9 January 2014 or such later date as the Company and
finnCap may agree (but in any event no later than 31 January 2014) but is not
conditional upon the Open Offer. The Placing has been effected under the
Company's existing authorities to issue new Ordinary Shares, as granted to the
Board pursuant to resolutions passed on 10 December 2013.
The New Ordinary Shares to be issued pursuant to the Placing will be issued
fully paid and will rank pari passu in all respects with the Existing Ordinary
Shares, and will rank in full for all dividends and other distributions
declared, made or paid on or after First Admission in respect of the Ordinary
Shares. Application has been made for the admission of the Placing Shares to
trading on AIM, which is expected to take place at 8.00 a.m. on 9 January 2014.
The Open Offer
The Board is mindful of and grateful for the continuing support received from
all Shareholders and accordingly intends to offer Qualifying Shareholders of
the Company the opportunity to subscribe for new shares on a pre-emptive basis
on the same terms as the Placing by launching the Open Offer to issue up to
19,332,855 Open Offer Shares at the Issue Price.
It is intended that Qualifying Shareholders subscribing for their full Basic
Entitlement under the Open Offer will also be able to request additional Open
Offer Shares in accordance with the Excess Entitlement, up to the total number
of Open Offer Shares available to Qualifying Shareholders pursuant to the Open
Offer.
Full details of the Open Offer, including itsterms and conditions,will be
announced on or around 19 December 2013and set out in the Circular.
4. Directors' shareholdings
Certain Directors, being Bill Adamson, Hugh Mackay, Phil Greenhalgh and
Roderick Corrie, have undertaken to make applications to participate in the
Open Offer and will make applications to subscribe for, in aggregate 2,666,665
Open Offer Shares, as detailed in the table below:
Director As at the date of this As at Second Admission
Announcement
Number of Number of Open Number of per cent. of
Ordinary Offer Shares to be Ordinary Enlarged Share
Shares held applied for Shares* Capital**
(including Excess
Applications)
Bill Adamson 575,000 166,666 741,666 0.36%
Hugh Mackay 860,823 1,666,666 2,527,489 1.23%
Phil Greenhalgh 250,000 333,333 583,333 0.28%
Roderick Corrie 103,496 500,000 603,496 0.29%
* Assuming each Director's application in the Open Offer is satisfied in
full
** Assuming the Open Offer is fully subscribed and assuming no warrants or
options are exercised between the date of this announcement and Second
Admission
5. EIS/VCT Schemes
The Company has applied for and is awaiting confirmation of advance assurance
from HMRC that the Open Offer Shares with VCT Schemes are expected to
constitute a qualifying holding for such VCT Schemes. HMRC has also been
requested to confirm that the Open Offer Shares should satisfy the requirements
for tax relief under the EIS. The Company has previously applied for and
received confirmation of advance assurance of qualifying status under VCT
Schemes and the EIS, the most recent being 26 February 2013, and it is not
anticipated that there have been any material changes since the previous
application to suggest that renewed confirmation should not be provided
although no guarantees or assurance can be given in this regard.
DEFINITIONS
The following definitions apply throughout this announcement, unless the
context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"First Admission" the admission of the Placing Shares to trading on
AIM becoming effective in accordance with the AIM
Rules
"AIM Rules" the AIM Rules for Companies governing the
admission to and operation of AIM published by the
London Stock Exchange as amended from time to time
"AIM" the market of that name operated by the London
Stock Exchange
"Application Form" the application form relating to the Open Offer
for use by Qualifying Shareholders
"Articles" the articles of association of the Company (as
amended from time to time)
"Basic Entitlement" pre-emptive entitlement to subscribe for Open
Offer Shares, rounded down to the nearest whole
number of shares, allocated to a Qualifying
Shareholder pursuant to the Open Offer
"Board" or "the Directors" the directors of the Company
"Circular" a circular to Shareholders in respect of the Open
Offer, expected to be published on or around 19
December 2013
"City Code" the City Code on Takeovers and Mergers
"CREST" the relevant system (as defined in the Uncertified
Securities Regulations 2001 (SI 2001 No 3875)) for
the paperless settlement of trades and the holding
of uncertificated securities, operated by
Euroclear UK & Ireland Limited, in accordance with
the same regulations
"EIS" the Enterprise Investment Scheme under the
provisions of Part 5 of the Income Tax Act 2007
"Enlarged Share Capital" the issued Ordinary Share capital of the Company
immediately following Second Admission comprising
the Existing Ordinary Shares and the New Ordinary
Shares assuming full subscription under the Open
Offer and the Placing and assuming no exercise of
any warrants and options between the date of this
announcement and Second Admission
"Europa" or"Company" or"EOG" Europa Oil & Gas (Holdings) plc, a company
registered in England and Wales with company
number 5217946
"Excess Entitlement" Open Offer Shares in excess of the Basic
Entitlement, but not in excess of the total number
of Open Offer Shares, available to Qualifying
Shareholders pursuant to the Open Offer
"Existing Ordinary Shares" the 137,855,504 Ordinary Shares in issue as at the
date of this announcement being the entire issued
share capital of the Company prior to the Placing
and the Open Offer
"FCA" the Financial Conduct Authority of the UK
"finnCap" or"Broker" finnCap Ltd, a company incorporated in England and
Wales with registered number 06198898, whose
registered office is at 60 New Broad Street,
London, EC2M 1JJ, the Company's nominated adviser
and broker
"FSMA" the Financial Services and Markets Act 2000 (as
amended)
"Fundraising" together, the Placing and Open Offer
"Group" together the Company and its subsidiary
undertakings
"HMRC" Her Majesty's Revenue & Customs
"Issue Price" 6 pence per Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" the Placing Shares and the Open Offer Shares
"Open Offer Entitlements" entitlements to subscribe for shares pursuant to
the Basic Entitlement and Excess Entitlement
"Open Offer Shares" up to 19,332,855 new Ordinary Shares to be issued
pursuant to the Open Offer
"Open Offer" the offer to Qualifying Shareholders, constituting
an invitation to apply for the Open Offer Shares
on the terms and subject to the conditions to be
set out in the Circular and, in the case of
Qualifying Non-CREST Shareholders, in the
Application Form.
"Ordinary Shares" ordinary shares of one pence each in the capital
of the Company having the rights and being subject
to the restrictions contained in the Articles
"Overseas Shareholders" Shareholders on the Record Date with registered
addresses, or who are citizens or residents of, or
incorporate in, countries outside of the United
Kingdom
"Placing Agreement" the placing agreement dated 13 December 2013
between (1) the Company and (2) finnCap in
relation to the Placing and First Admission
"Placing Shares" the 47,694,665 new Ordinary Shares which have been
conditionally placed with institutional investors
pursuant to the Placing and subject to the terms
and conditions in the Placing Agreement
"Placing" the conditional non pre-emptive placing undertaken
by finnCap, as agent for the Company of the
Placing Shares at the Issue Price with
institutional investors pursuant to the terms of
the Placing Agreement
"Qualifying Overseas any and all of the Republic of Ireland, the
Jurisdiction" Netherlands and Poland
"Qualifying Shareholders" Shareholders on the register of members on the
Record Date with addresses for service in the UK
or a Qualifying Overseas Jurisdiction
"Record Date" the record date for entitlements under the Open
Offer, as set out in the Circular
"Registrar" or "Receiving Computershare Investor Services PLC, The
Agent" or "Computershare Pavilions, Bridgwater Road, Bristol BS99 6ZZ
"Regulatory Information a service approved by the London Stock Exchange
Service" for the distribution to the public of AIM
announcements and included within the list on the
website of the London Stock Exchange;
"Second Admission" the admission of the Open Offer Shares to trading
on AIM becoming effective in accordance with the
AIM Rules
"Shareholders" registered holders of Ordinary Shares
"UK" the United Kingdom of Great Britain and Northern
Ireland
"UKLA" the FCA acting in its capacity as the competent
authority for the purposes of Part VI of FSMA
"VCT Scheme" the Venture Capital Trust scheme under the
provisions of Part 6 of the Income Tax Act 2007
A reference to £ is to pounds sterling, being the lawful currency of the UK.
A reference to US$ is to United States of America (USA) dollars, being the
lawful currency of the USA.
A reference to € or Euro is to the lawful currency of the Euro area.
GLOSSARY
"bcf" billion cubic feet
"boepd" barrels of oil equivalent per day
"cash box" or "cash box placing a placing of new shares issued in such a way as
structure" to fall within the exemption afforded by
section 565 Companies Act 2006 (i.e., issue of
new shares for non cash consideration)
"Celtique Energie Petroleum" Celtique Energie Petroleum Ltd
"CPR" competent person's report
"DECC" United Kingdom Department of Energy & Climate
Change
"Egdon Resources" Egdon Resources UK Limited
"EIS" Enterprise Investment Scheme
"FEL" frontier exploration licences
"Kosmos" Kosmos Energy Ireland
"mmbl" million barrels
"LO" licensing option
"Union Jack Oil" Union Jack Oil plc