Placing and Subscription to raise £2.5 million

RNS Number : 0925D

Baron Oil PLC

14 February 2020

 

Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement

14 February 2020

Baron Oil Plc

("Baron" or "the Company")

Conditional Placing and Subscription to raise £2.5 million

Baron Oil Plc (AIM:BOIL), the AIM-quoted oil and gas exploration and production company, focused on opportunities in SE Asia, Latin America and the UK, is pleased to announce that it has raised £2.5 million by way of a Conditional Placing and Subscription of 2,500,000,000 new ordinary shares of 0.025p each ("New Ordinary Shares") at a price of 0.1 pence per New Ordinary Share (the "Placing Price") (together, the "Fundraising").  Turner Pope Investments (TPI) Limited acted as sole placing agent.

It is intended that the proceeds of the Placing will largely be used to fund Baron's share of the ongoing TL-SO-19-16 PSC ("Chuditch PSC") Work Programme and the drilling of the onshore El Barco-3x well in Peru, as well as providing additional working capital.  As previously announced, the Chuditch PSC has a gross estimate made by Shell of Mean gas in place of 2,320 billion cubic feet ("BCF") and gas recovery potential, based on Shell's original estimates in the range of 55% to 75%, in the order of 1,276 to 1,740 BCF, considered by Baron to be Prospective Resources but not SPE PRMS compliant. In Peru, Baron hopes to drill El Barco-3x later this year targeting 2U (P50) SPE PRMS compliant unrisked recoverable Prospective Resources of 8.5 million barrels of oil recoverable from the higher risk Amotape Basement and 14.7 BCF of gas recoverable from the low risk, shallower Mancora Sand.

The Fundraising

The Fundraising comprises a placing of 2,442,500,000 New Ordinary Shares (the "Placing") and a subscription of 57,500,000 New Ordinary Shares (the "Subscription").  The Company has utilised its existing share authorities under the disapplication of pre-emption rights to issue 735,714,286 New Ordinary Shares for settlement and admission on 20 February 2020 (the "Tranche 1 Placing Shares") with the balance of 1,764,285,714 New Ordinary Shares (the "Tranche 2 Placing Shares") conditional on the passing of the Resolutions to be proposed at a General Meeting on or around 10 March 2020.

The Placing Price represents a discount of 58.3 per cent. to the closing middle market price of 0.24 pence per Existing Ordinary Share on 13 February 2020, being the latest practicable date prior to the announcement of the Placing. The New Ordinary Shares will represent 56.48 per cent. of the Company's Enlarged Share Capital immediately following Admission.

The Circular relating to the General Meeting will be sent to shareholders shortly. A further announcement will be made when the circular is published and it will also be made available for download from the Company's website (https://www.baronoilplc.com/).

Malcolm Butler, Executive Chairman of Baron Oil, commented:

"The Board is pleased that this Fundraising has been completed successfully, albeit at a significant discount to recent share prices.

"We continue to be very excited by the potential value that can be realised through our investment in SundaGas (Timor-Leste Sahul) Pte. Ltd, parent company of the Operator of the Chuditch PSC, in the initial phases of seismic reprocessing and thereafter through an appraisal and exploration drilling programme. We also have provisional plans to drill the low-cost, low risk El Barco-3x well in Peru which offers the potential for significant value on discovery."

Director Subscriptions

Andrew Yeo and Jon Ford have subscribed for a total of 57,500,000 New Ordinary Shares at a price of 0.1p per share (the "Director Subscriptions"). These form part of the Tranche 2 Placing Shares. Details of the Director Subscriptions are outlined in the table below.

Director	Position	New Ordinary Shares being subscribed	Shareholding following Admission	% holding following Admission
Andrew Yeo	Managing Director	50,000,000	106,250,000	2.40%
Jon Ford	Non-Executive Director	7,500,000	7,500,000	0.17%

Related Party Transaction

As both Andrew Yeo and Jon Ford are directors of the Company, the Director Subscriptions are deemed related party transactions for the purposes of Rule 13 the AIM Rules ("Related Party Transactions").

Malcolm Butler, being the independent Director for the purposes of the Related Party Transactions, considers, having consulted with the Company's nominated adviser, SP Angel Corporate Finance LLP, that the terms and conditions of the Director Subscription are fair and reasonable insofar as all shareholders of the Company are concerned.

Application for Admission

Completion of the Fundraising is conditional, inter alia, upon admission of the New Ordinary Shares to trading on AIM ("Admission").

Application has been made to the London Stock Exchange for the Tranche 1 Placing Shares to be admitted to trading on AIM and it is expected that admission of the Tranche 1 Placing Shares will take place and that trading will commence on or around 8:00 a.m. on 20 February 2020.  The Tranche 1 Placing Shares will rank pari passu in all respects with the existing ordinary shares.

The Tranche 2 Placing Shares will admit following approval at the General Meeting.

Total Voting Rights

Following admission of the Tranche 1 Placing Shares, the Company's share capital and total voting rights will comprise 2,662,123,862 Ordinary Shares.  The Company does not hold any shares in treasury.  Consequently 2662,123,862 is the figure which may be used by shareholders as the denominator for the calculation 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 and Transparency Rules.

For further information, please contact:

Baron Oil Plc	[phone]
Dr Malcolm Butler, Executive Chairman
Andy Yeo, Managing Director
SP Angel Corporate Finance LLP	[phone]
Nominated Adviser and Joint Broker
Stuart Gledhill, Stephen Wong
Turner Pope Investments (TPI) Limited	[phone]
Joint Broker
Andy Thacker, Zoe Alexander

PDMR Notification

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Full name of person Dealing	i.      Andrew Yeo ii.     Jonathan Ford
2.	Reason for notification
(b)	Position/status	i.      Managing Director ii.     Non-Executive Director
(c)	Initial notification/ Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(d)	Name of entity	Baron Oil Plc
(e)	LEI	213800MBSOS9UZ5SW712
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 0.025 pence each in the Company
(b)	Identification code	GB00B01QGH57
(c)	Nature of the transaction	Subscription for ordinary shares
(d)	Price(s) and volume(s)	Prices(s) Volume(s) i.            0.1 pence ii.            0.1 pence i.            50,000,000 ii.             7,500,000
(e)	Aggregated information: - Aggregated volume - Price	Single transaction as in 4(d) above Prices(s) Volume(s) i.            0.1 pence ii.            0.1 pence i.            50,000,000 ii.             7,500,000
(f)	Date of transaction	14 February 2020
(g)	Place of transaction	Outside a trading venue

 

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