Result of Placing

RNS Number : 8301P

UK Oil & Gas Investments PLC

10 June 2015

 



THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY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

UK Oil & Gas Investments PLC

("UKOG" or the "Company")

Result of Placing of Ordinary Shares

UK Oil & Gas Investments PLC is pleased to announce that, following the launch of a proposed placing today, 10 June 2015 (the "Placing"), it has successfully placed 266,666,667 new Ordinary Shares (the "Placing Shares") at a price of 2.25 pence per share (the "Placing"). The Placing raised gross proceeds of £6.0 million (the "Placing Proceeds").

 The Placing Proceeds will be used to supplement the Company's existing cash balances and be used:

·      To further the Company's existing portfolio and in particular its interest in the Horse Hill licence area and other interests in the Weald Basin;

·      For the potential investment into new oil and gas investments within the Company's investment strategy; and

·      For general corporate purposes.

The Placing Price represents a discount of approximately 10 per cent. to the closing middle market price of 2.5 pence per Ordinary Share on 09 June 2015, being the last business day prior to the announcement of the Placing. The Placing is conditional, inter alia, on admission of the Placing Shares to trading on the AIM market of the London Stock Exchange plc ("AIM") ("Admission").

The Placing has been conducted by WH Ireland Limited ("WH Ireland") as bookrunner.

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For further information please contact:

UK Oil & Gas Investments PLC David Lenigas	Tel: [phone]
Nominated Adviser and Broker WH Ireland Limited James Joyce / Mark Leonard	Tel: [phone]

 Details of the Placing:

The Company has obtained firm commitment from to raise £6.0 million before expenses through the placing of 266,666,667 new Ordinary Shares at 2.25 pence per share to the Placees. The allotment of the Placing Shares is conditional, inter alia, on Admission taking place by 17 June 2015 or such later date as the Company and its book-runner shall agree (being not later than 5pm on 30 June 2015). Following Admission, the Placing Shares will represent approximately 13.1 per cent. of the Company's then enlarged issued ordinary share capital. The Placing Shares will be fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.

The Placing Shares have been conditionally placed by WH Ireland as agent of the Company pursuant to the Placing Agreement dated 10 June 2015. Under the terms of the Placing Agreement, WH Ireland will receive commission from the Company conditional on Admission and the Company will give customary warranties and undertakings to WH Ireland in relation, inter alia, to its business and the performance of its duties. In addition, the Company has agreed to indemnify WH Ireland in relation to certain liabilities that they may incur in undertaking the Placing. WH Ireland have the right (but after, where practicable, having consulted the Company) to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event that there has been, inter alia, a material breach of any of the warranties. The Placing is not being underwritten.

Unless otherwise defined herein, terms are as defined in the announcement made earlier today.

Application will be made for admission of the Placing Shares to trading on AIM. It is expected that settlement of any such shares and Admission will become effective on or around 17 June 2015 and that dealings in the Placing Shares will commence at that time.

Following Admission the Company's issued share capital will consist of 2,030,284,020 Ordinary Shares with no Ordinary Shares held in treasury. Therefore the above figure of 2,030,284,020 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 UKOG under the FCA's Disclosure and Transparency Rules.

Key Statistics

Number of Existing Ordinary Shares	1,763,617,353
Number of Placing Shares to be issued	266,666,667
Enlarged Share Capital following the Placing	2,030,284,020
Percentage of Enlarged Share Capital represented by the Placing Shares	13.1 per cent.
Placing Price	2.25 pence
Gross Proceeds of the Placing	£6.0 million

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and neither the Company nor WH Ireland assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.

 Past performance is not a guide to future performance.

The material in this Announcement is for informational purposes only and does not constitute an offer of securities for sale in the United States or any other jurisdiction in which such an offer or solicitation is unlawful.  The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of securities will be made in the United States.

The Placing Shares have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of Placing Shares in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Placing Shares issued to Canadian residents pursuant to the Placing will be subject to resale restrictions under Canadian securities laws for a period of four months plus one day from the closing of the Placing. Subject to applicable securities laws, the Placing Shares issued to residents of countries other than Canada pursuant to the Placing may not be sold, transferred or otherwise disposed of to any person in Canada or otherwise into Canada for a period of four months plus one day from the date of closing of the Placing.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE PLACING SHARES ARE ONLY AVAILABLE TO RELEVANT PERSONS. NEITHER THE ANNOUNCEMENT NOR THESE TERMS AND CONDITIONS MAY BE ACTED UPON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY RECIPIENT OF THIS ANNOUNCEMENT WHO IS NOT A RELEVANT PERSON SHOULD TAKE NO OTHER ACTION.

WH Ireland, which is authorised and regulated by the Financial Conduct Authority, is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WH Ireland or for providing advice in relation to the Placing.

The distribution of this Announcement and the Placing in certain jurisdictions may be restricted by law.  No action has been taken by the Company, WH Ireland or by any of their respective affiliates or agents or brokers that would permit the Placing or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement becomes available are required by the Company and WH Ireland to inform themselves about, and to observe, such restrictions.

Neither the content of websites referred to in this Announcement, nor any hyperlinks on such websites is incorporated in, or forms part of, this Announcement.

 

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