Results of Placing and Subscription

RNS Number : 1106P

Rockhopper Exploration plc

16 June 2022

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN 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 OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA OR THE REPUBLIC OF SOUTH AFRICA, NOR IS IT TO BE TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR OF ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON.  IN PARTICULAR, THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").

All defined and capitalised terms have the same meaning as set out in the Company's announcement on 15 June 2022 at 4.45pm.

16 June 2022

 

Rockhopper Exploration Plc

 

Results of Placing and Subscription

Rockhopper Exploration plc (AIM: RKH), the oil and gas exploration and production company with key interests in the North Falkland Basin, today announces the results of the Placing and Subscription which was announced yesterday.

The Company has raised aggregate gross proceeds of US$7 million (£5.75 million) through the successful Placing of, and Subscription for 82,182,776 Units in each case at the Issue Price of 7 pence per Unit. Each Unit comprises one New Ordinary Share and, for every two New Ordinary Shares subscribed for, one Warrant . This will result in the issue (subject to First Admission) of 82,182,776 New Ordinary Shares, and 41,091,388 Warrants.

The Issue Price of 7 pence represents a discount of 12.5 per cent. to the closing price on 14 June 2022, the last trading day prior to the announcement of the Capital Raise.

Canaccord Genuity and Peel Hunt acted as Joint Bookrunners in respect of the Placing.

The Placing was oversubscribed and the Company, having taken into account the strong support received from existing and new investors, decided to increase the size of the Placing. The additional funds raised in the Placing will be applied towards extending the Company's working capital beyond 12 months and supporting the Company through the period of the anticipated Sea Lion licence extension.

Application will be made to the London Stock Exchange for the 82,182,776 New Ordinary Shares to be admitted to trading on AIM. Subject, amongst other things, to the satisfaction or waiver of the conditions of the Placing Agreement, it is expected that First Admission will take place and dealings in the New Ordinary Shares will commence on AIM on or around 8.00 a.m. on 20 June 2022. The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares at that time.

The Warrants will not be admitted to trading on AIM or on any other stock exchange. The Warrants are capable of being settled in CREST. It is currently intended that settlement of Warrants via CREST will be on the same timetable as settlement of the Placing Shares and Subscription Shares.

Immediately following First Admission, the Company's issued share capital will be 540,664,893 Ordinary Shares, with each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. The total voting rights figure immediately following Admission, of 540,664,893 may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

The Company considers it important that existing Shareholders who are not able to take part in the Placing or the Subscription are given an opportunity to participate in the Capital Raising. The Company is therefore providing Qualifying Shareholders with the opportunity to subscribe at the Issue Price pursuant to an Open Offer, to raise gross proceeds of up to approximately US$5 million (approximately £4.1 million) if fully taken-up. The Open Offer will include an excess application facility to enable Qualifying Shareholders to apply for additional Units in excess of their entitlements under the Open Offer. Details of the Open Offer and the action to be taken by Qualifying Shareholders to subscribe for Units under the Open Offer will be set out in the Circular, which will be sent to Shareholders shortly.

Directors' participation

Pursuant to the Subscription, the following Directors have agreed to subscribe for the following Units comprising Subscription Shares and Warrants

Director	Number of Ordinary Shares held before the Subscription	Number of Subscription Shares being subscribed for	Resultant shareholding after the Subscription	Percentage of Ordinary Shares on Admission	Number of Warrants held after the Subscription
Keith Lough	228,515	428,570	657,085	0.12%	214,285
Alison Baker	70,000	142,856	212,856	0.04%	71,428
John Summers	318,329	142,856	461,185	0.09%	71,428
Sam Moody	2,570,729	1,428,570	3,999,299	0.74%	714,285
Total		2,142,852

Sam Moody, CEO of Rockhopper Exploration, said:

"We are delighted to receive such strong support in this process from both existing and new investors and look forward to using the proceeds to progress Sea Lion as we work closely with Navitas to move the project forward - we believe it is a clear endorsement of the potential value within Sea Lion and the strength of our new partnership with Navitas. We would encourage retail investors to participate in the Open Offer following such strong support from the market for this fundraising."

Further information:

Enquiries:

Rockhopper Exploration plc

Sam Moody - Chief Executive Officer

Tel. [phone] (via Vigo Consulting)

Canaccord Genuity Limited (NOMAD and Joint Broker)

Henry Fitzgerald-O'Connor/Gordon Hamilton

Tel. [phone]

Peel Hunt LLP (Joint Broker)

Richard Crichton/Alexander Allen

Tel. [phone]

Vigo Consulting

Patrick d'Ancona/Ben Simons/Kendall Hill

Tel. [phone]

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Keith Lough
2	Reason for the notification
a)	Position/status	Non-Executive Chairman
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Rockhopper Exploration Plc
b)	LEI	213800IPXW6XRLVCL581
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	Shares Ordinary shares of 1 pence each fully paid ISIN: GB00B0FVQX23 Warrants Ordinary Shares and exercisable at a price of 9 pence per Ordinary Share during the Warrant Exercise Period ISIN: GB00BMXN0871
b)	Nature of the transaction	Subscriber in the Capital Raising
c)	Price(s) and volumes(s)	Price(s)	Volume(s)
		7p 0p	428,570 214,285
d)	Aggregated information -  Aggregated volume -  Price	N/A (single transaction)
e)	Date of the transaction	16 June 2022
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Alison Baker
2	Reason for the notification
a)	Position/status	Senior Independent Director
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Rockhopper Exploration Plc
b)	LEI	213800IPXW6XRLVCL581
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	Shares Ordinary shares of 1 pence each fully paid ISIN: GB00B0FVQX23 Warrants Ordinary Shares and exercisable at a price of 9 pence per Ordinary Share during the Warrant Exercise Period ISIN: GB00BMXN0871
b)	Nature of the transaction	Subscriber in the Capital Raising
c)	Price(s) and volumes(s)	Price(s)	Price(s) and volumes(s)
		7p 0p	142,856 71,428
d)	Aggregated information -  Aggregated volume -  Price	N/A (single transaction)
e)	Date of the transaction	16 June 2022
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Summers
2	Reason for the notification
a)	Position/status	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	Rockhopper Exploration Plc
b)	LEI	213800IPXW6XRLVCL581
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	Shares Ordinary shares of 1 pence each fully paid ISIN: GB00B0FVQX23 Warrants Ordinary Shares and exercisable at a price of 9 pence per Ordinary Share during the Warrant Exercise Period ISIN: GB00BMXN0871
b)	Nature of the transaction	Subscriber in the Capital Raising
c)	Price(s) and volumes(s)	Price(s)	Price(s) and volumes(s)
		7p 0p	142,856 71,428
d)	Aggregated information -  Aggregated volume -  Price	N/A (single transaction)
e)	Date of the transaction	16 June 2022
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Sam Moody
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Rockhopper Exploration Plc
b)	LEI	213800IPXW6XRLVCL581
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	Shares Ordinary shares of 1 pence each fully paid ISIN: GB00B0FVQX23 Warrants Ordinary Shares and exercisable at a price of 9 pence per Ordinary Share during the Warrant Exercise Period ISIN: GB00BMXN0871
b)	Nature of the transaction	Subscriber in the Capital Raising
c)	Price(s) and volumes(s)	Price(s)	Price(s) and volumes(s)
		7p 0p	1,428,570 714,285
d)	Aggregated information -  Aggregated volume -  Price	N/A (single transaction)
e)	Date of the transaction	16 June 2022
f)	Place of the transaction	Outside of a trading venue

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("EU QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129; (B) IF IN THE UNITED KINGDOM,  PERSONS WHO (I) ARE "INVESTMENT PROFESSIONALS" SPECIFIED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND/OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED) AND, IN EACH CASE, WHO ARE ALSO QUALIFIED INVESTORS (WITH PERSONS FALLING IN THIS PART (B) BEING "UK QUALIFIED INVESTORS" AND, TOGETHER WITH EU QUALIFIED INVESTORS, "QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2 OF THE EU PROSPECTUS REGULATION AS AMENDED AND TRANSPOSED INTO THE LAWS OF THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND THE EUROPEAN UNION (WITHDRAWAL AGREEMENT) ACT 2020 (THE "UK PROSPECTUS REGULATION"); OR ; OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ROCKHOPPER EXPLORATION PLC.

THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND THEY WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE UNITS. THE PRICE OF ORDINARY SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The distribution of this Announcement and/or the Placing and/or the issue of the Unit in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of such securities or possession or distribution of this Announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any ‎such jurisdiction. ‎

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares or the Additional Subscription Shares is being made in any jurisdiction. ‎

This Announcement is not being distributed by, nor has it been approved for the purposes of section ‎21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by ‎Canaccord or any other person authorised under FSMA. This Announcement is being distributed and ‎communicated to persons in the United Kingdom only in circumstances in which section ‎21(1) of FSMA does not apply or otherwise falls within a relevant exemption. No prospectus will be ‎made available in connection with the matters contained in this Announcement and no such ‎prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons ‎needing advice should consult an independent financial adviser.‎

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of 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 continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Units. Any investment decision to buy such securities in the Placing must be made solely on the basis of information contained in this Announcement.

Canaccord, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and joint bookrunner for the Company and for no-one else in connection with the Capital Raising, and Canaccord will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Capital Raising or any other matter referred to herein.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunner for the Company and for no-one else in connection with the Capital Raising, and Peel Hunt will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Capital Raising or any other matter referred to herein.

The responsibilities of Canaccord as the Company's Nominated Adviser under the AIM Rules for Companies and 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 shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

No statement in this Announcement or in any previous announcement or in any previous presentation issued by the Company was or is intended to be a profit forecast or estimate, and no statement in this Announcement nor in any previous announcement or in any previous presentation issued by the Company should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

 

END

 

 

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