Results of Open Offer

RNS Number : 2451B

Igas Energy PLC

31 March 2017

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM

ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF

THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

31 March 2017

IGas Energy plc (AIM: IGAS)

("IGas" or the "Company")

Results of Open Offer

On 17 March 2017, the Company announced details of an equity fundraise including a subscription by Kerogen, an Ancillary Subscription and a Placing to raise gross proceeds of approximately $55 million (equivalent to approximately £45.23m) through the issue of New Ordinary Shares at a price of 4.5 pence per share. In addition, an Open Offer of up to €5 million was also launched on the same terms with up to 90,991,660 New Ordinary Shares to be issued through the Open Offer.

On 24 March 2017 the Company announced the results of the voluntary equity exchange of secured bonds which expired at 13:00 CET on 24 March 2017. Earlier this afternoon the Company announced the results of the voluntary cash offer to secured bondholders which expired at 13:00 hours CET today.

The Open Offer closed for acceptances at 11.00 a.m. on 31 March 2017. The Company is pleased to announce that it has received valid acceptances under the Open Offer in respect of 34,790,439 Open Offer Shares from Qualifying Shareholders. This represents approximately 38.23 per cent. of the Open Offer Shares.  Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full application up to their Open Offer Entitlement.

The Fundraising (including the Open Offer) remain conditional, inter alia, upon the Resolutions being passed at the Bondholder Meeting and the General Meeting to be held on 3 April 2017. It is expected that Admission of the New Ordinary Shares will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 4 April 2017 on the AIM market of the London Stock Exchange.

The Company expects to announce the results of the Bondholders Meetings and General Meeting as soon as practicable on 3 April 2017 after the meetings conclude.

Capitalised terms not otherwise defined in the text of this announcement have the meanings given to them in the Company's circular dated 17 March 2017.

For further information please contact:

IGas Energy plc

Tel: [phone]

Stephen Bowler, Chief Executive Officer

Julian Tedder, Chief Financial Officer

Ann-marie Wilkinson, Director of Corporate Affairs

Investec Bank plc (NOMAD and Joint Corporate Broker)

Tel: [phone]

Sara Hale/Jeremy Ellis/George Price

Canaccord Genuity (Joint Corporate Broker)

Tel: [phone]

Henry Fitzgerald-O'Connor

Vigo Communications

Tel: [phone]

Patrick d'Ancona/Chris McMahon

Important Notice

This Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or South Africa or any other jurisdiction in which the same would constitute a violation of the relevant laws or regulations of that jurisdiction (each a "Restricted Territory").

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 Investec Bank plc or Canaccord Genuity 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.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA, is acting solely for the Company and no-one else in connection with the Fundraising and Bondholder Transaction and will not regard any other person as a client in relation to the Fundraising and the Bondholder Transactions 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 Fundraising or any other matter referred to herein.  Its responsibilities as the Company's nominated adviser and joint broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed to the London Stock Exchange and the Company and not to any other person including, without limitation, in respect of any decision to acquire New Ordinary Shares in reliance on any part of this announcement.  Investec has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Investec nor does it make any representation or warranty, express or implied, for the accuracy or completeness of any information or opinion contained in this announcement or for the omission of any information.  Nothing in this document shall be relied upon as a promise or representation in this respect, whether as to the past or the future.  Investec expressly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.

Canaccord Genuity Limited ("Canaccord"), which is authorised by the FCA, is acting exclusively for the Company and no-one else in connection with the Fundraising and the Bondholder Transactions and will not regard any other person as a client in relation to the Fundraising and the Bondholder Transactions 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 Fundraising or any other matter referred to herein.  Its responsibilities as joint broker to the Company are owed to the London Stock Exchange and the Company and not to any other person including, without limitation, in respect of any decision to acquire New Ordinary Shares in reliance on any part of this announcement.  Canaccord has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Canaccord nor does it make any representation or warranty, express or implied, for the accuracy or completeness of any information or opinion contained in this announcement or for the omission of any information.  Nothing in this document shall be relied upon as a promise or representation in this respect, whether as to the past or the future.  Canaccord expressly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.

No public offering of shares is being made in the United Kingdom, any Restricted Territory or elsewhere. The distribution of this Announcement and the offering of the Company's shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Investec Bank plc or Canaccord Genuity that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Investec Bank plc and Canaccord Genuity to inform themselves about, and to observe, such restrictions.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

There are matters set out within this Announcement that are forward-looking statements. Such statements are only predictions, and actual events or results may differ materially. For a discussion of important factors which could cause actual results to differ from forward-looking statements, refer to the Company's Annual Report and Accounts for the nine months to 31 December 2015. The Company does not undertake any obligation to update publicly, or revise, forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial periods will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

It is expected that any shares in the Company to be issued pursuant to the Fundraising and Bondholder Transactions will not be admitted to trading on any stock exchange other than to trading on AIM, a market operated by the London Stock Exchange. This Announcement is not an offering document, prospectus, prospectus equivalent document or AIM admission document. It is expected that no offering document, prospectus, prospectus equivalent document or AIM admission document will be required in connection with the Fundraising and Bondholder Transactions and no such document has been or will be prepared or submitted to be approved by the Financial Conduct Authority or submitted to the London Stock Exchange in relation to the Fundraising and Bondholder Transactions.

Neither the content of the Company's website nor any links on the Company's website is incorporated in, or forms part of, this Announcement.

 

END

 

 

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