Result of Oversubscribed Placing & Subscription

RNS Number : 7739M

IOG PLC

23 September 2021

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED WITHIN IT (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

23 September 2021

IOG plc

Result of Oversubscribed Placing & Subscription

IOG plc ("IOG" or "the Company"), (AIM: IOG.L), the Net Zero UK gas and infrastructure operator focused on high return projects, is pleased to announce that, further to the announcement made today, the Company has successfully raised gross proceeds of £8.5 million through a placing (the "Placing") and subscription (together, the "Fundraise"). The Company has placed 33,800,000 new Ordinary Shares at a price of 25 pence per New Ordinary Share (the "Issue Price") with existing and new investors.

The Issue Price represents a premium of approximately 1.0% to the 30-day volume weighted average price of an Ordinary Share to 22 September 2021 of 24.75 pence and a discount of approximately 8.3% to the closing mid-market price of an Ordinary Share of 27.25 pence on 22 September 2021. The New Ordinary Shares will represent 6.5% of the Company's Enlarged Issued Share Capital.

finnCap and Peel Hunt acted as Joint Bookrunners in respect of the Placing. The New Ordinary Shares issued pursuant to the Placing and Subscriptions will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares at that time.

Board and PDMR subscriptions

Certain directors and Persons Discharging Managerial Responsibilities ("PDMRs") have entered into direct subscription agreements with the Company to subscribe for in aggregate 200,000 Subscription Shares at the Issue Price raising gross proceeds of approximately £50,000 (the "Subscription").

Director/PDMR	Role	Subscription amount	Subscription Shares
Andrew Hockey	CEO	£10,000	40,000
Rupert Newall	CFO	£10,000	40,000
Fiona MacAulay	Non-Executive Chair	£5,000	20,000
Neil Hawkings	Non-Executive Director	£5,000	20,000
David Gibson	COO (PDMR)	£10,000	40,000
James Chance	Head of Capital Markets & ESG (PDMR)	£10,000	40,000

Andrew Hockey, IOG CEO, said:

"I am very pleased to have completed this oversubscribed Fundraise which has been strongly supported by both existing and new institutional investors, and in which myself and several other directors and senior management have also invested. As we approach first gas in Q4 2021, we are already looking to drive accretive new growth beyond. This Fundraise enables us to exercise an attractive extension option for the Noble Hans Deul rig for a dual-lateral well in 2022 to appraise both the Kelham North and Kelham Central prospects on the 30^th Round Licence P2442 (Block 53/1b) and prove up a high-return incremental Southern Hub to be tied back directly into our Saturn Banks infrastructure. Our seismic reprocessing has demonstrated potential for up to six assets in this hub, which lies in a historically prolific producing area of the Southern North Sea.

The Kelham North and Kelham Central well is planned to follow a Goddard appraisal well in licence P2438 (Blocks 48/11c and 12b), to be financed out of existing resources and drilled directly after the first two Southwark production wells, enabling the Company to benefit from significant drilling efficiencies. The Goddard appraisal well will evaluate the upside potential to the south-east of the structure potentially enabling a much higher return development.

The Fundraise will also enable us to commence seismic reprocessing on Licence P2589 (Blocks 49/21e and 22b, Panther and Grafton) where we are targeting a similar uplift in commercial potential to P2442.

IOG has a clear strategy to deliver further high-return projects as a Net Zero UK gas and infrastructure operator. With the right team and partnerships in place, this multi-phase "project factory" can generate substantial further shareholder value, while also helping to maximise low carbon intensity domestic UK gas supplies.

I would like to thank our shareholders for continuing to support our exciting journey and look forward to updating further on progress on Phase 1 and beyond."

Use of Proceeds:

Kelham North & Central appraisal well	£6.25m
Additional drilling contingency	£1.20m
Acceleration of technical evaluation of licence P2589	£0.55m
Transaction fees and associated costs	£0.50m
Total	£8.50m

Related Party Transactions

1.  Fiona MacAulay, Neil Hawkings, Andrew Hockey and Rupert Newall (together, the "Participating Directors"), as directors of the Company, are considered to be "related parties" as defined under the AIM Rules and accordingly their participation in the Subscription constitute related party transactions for the purposes of Rule 13 of the AIM Rules. The Participating Directors have subscribed for, in aggregate, 120,000 New Ordinary Shares at the Issue Price.

Esa Ikaheimonen, who is not participating in the Fundraise and is therefore considered to be an independent Director for these purposes, considers, having consulted with the Company's nominated adviser, finnCap, that the terms of the participation in the Subscription by the Participating Directors are fair and reasonable insofar as the Company's shareholders are concerned.

2.  Lombard Odier Asset Management (Europe) Limited ("Lombard Odier"), as a substantial shareholder holding 10% or more of the existing Ordinary Shares, are considered to be a "related party" as defined under the AIM Rules and accordingly their participation in the Placing constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules. Lombard Odier have agreed to subscribe for 4,000,000 New Ordinary Shares in the Placing.

The Board considers, having consulted with the Company's nominated adviser, finnCap, that the terms of the participation in the Placing by Lombard Odier are fair and reasonable insofar as the Company's shareholders are concerned.

Admission

The Fundraise is conditional, inter alia, upon the Admission becoming effective. Application has been made to the London Stock Exchange for the 34,000,000 New Ordinary Shares to be issued pursuant to the Fundraise to be admitted to trading on AIM ("Admission") and, subject to the Placing Agreement not having been terminated in accordance with its terms, it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 28 September 2021.

On Admission, the total number of Ordinary Shares in issue will be 523,443,053 and the total number of voting rights will therefore be 523,443,053. This figure may be used by shareholders 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms not otherwise defined in this announcement shall have the same meaning ascribed to such terms in the announcement released today under RNS number 6881M unless the context requires otherwise.

Enquiries:

IOG plc Andrew Hockey (CEO) Rupert Newall (CFO) James Chance (Head of Capital Markets & ESG)	[phone]
finnCap Ltd Christopher Raggett / Simon Hicks	[phone]
Peel Hunt LLP Richard Crichton / David McKeown	[phone]
Vigo Consulting Patrick d'Ancona / Chris McMahon / Oliver Clark	[phone]

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, nor the information contained in it, is for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions).

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or with any other securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, taken up, exercised, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States.

The securities referred to herein have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of such securities.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required (in accordance with the Prospectus Regulation or the UK Prospectus Regulation) to be published. Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made in the United States, United Kingdom or elsewhere.

This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by the Joint Bookrunners or by any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

finnCap and Peel Hunt, who are authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement.

Neither finnCap or Peel Hunt are responsible to anyone other than the Company for providing the protections afforded to clients of finnCap or Peel Hunt or for providing advice in connection with the contents of this Announcement, the Placing or the transactions, arrangements and matters referred to herein. finnCap'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.

 

END

 

 

ROIKXLBLFKLEBBZ