Issue of Eurobonds and Warrants

RNS Number : 0926W

Coro Energy PLC

12 April 2019

 

12 April 2019

Not for release, publication or distribution to United States newswire services or for release, publication or dissemination in the United States and does not constitute an offer of the securities herein.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction.  Any securities described in this press release have not been, and will not be, registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. There is no public offering of the securities in the United States expected.

Coro Energy plc

("Coro" or the "Company")

Issue of Eurobonds and Warrants 

Coro Energy Plc, the South East Asian focused upstream oil and gas company, announces that it has completed the issue of € 22,500,000 3-year Eurobonds with Warrants attached to key institutional investors, as previously proposed and announced by the Company on 11 February 2019.

The bond issue is in two equal tranches A & B, ranking pari passu, with Tranche A paying an annual cash coupon and Tranche B accruing interest payable on redemption. The Company has today issued €11.25m Tranche A Eurobonds, which pay an annual cash coupon of 5% per annum, to institutional investors including a subscription of €4.05m Tranche A Eurobonds from cornerstone institutional investor and substantial shareholder in the Company, CIP Merchant Capital Ltd ("CIP"). It has also issued €11.25m Tranche B Eurobonds, which accrue interest at a rate of 5% per annum payable in cash on redemption, to institutional cornerstone investor and substantial shareholder Lombard Odier Asset Management (Europe) Limited ("Lombard").

The Eurobonds have been issued at 85% of par value, resulting in cash proceeds of €19,125,000 before commissions and expenses. The Tranche A and Tranche B Eurobonds are senior secured over the shares in the Company's operating subsidiaries holding its existing assets and the Duyung PSC. The Eurobonds mature on the 3 year anniversary at 100% of par value plus any accrued and unpaid coupon, and may be repaid earlier by the Company at its option at 100% of par plus any accrued and unpaid coupon. The Eurobonds contain certain standard events of default which could cause the bonds to be repayable early at 105% of principal value plus accrued and unpaid interest. A 7% origination fee, calculated on the subscription price of the Eurobonds, is payable in cash to subscribers in relation to the issue of the Eurobonds. The Eurobonds are quoted on the Luxembourg Euro MTF market.

In accordance with the terms of the Eurobond issue, the Company has issued the Eurobond subscribers 41,357,500 warrants ("Warrants") to subscribe for new ordinary shares in the Company. Each Warrant is exercisable, at any time over the next three years, into 10 new ordinary shares of 0.1 pence each in the Company at an exercise price of 4 pence per ordinary share. As previously announced, the Company has also issued a total of 6,000,000 Warrants in aggregate to the firm subscriber, Lombard, and to the underwriter, Pegasus Alternative Fund Ltd (SAC). The Warrants are quoted on the Luxembourg Euro MTF market.

The Prospectus for the issue of the Eurobonds and Warrants can be found on the Company's website https://www.coroenergyplc.com/media/2161/bond-prospectus.pdf

The net proceeds of the Eurobond issue will be utilised to conclude the acquisition of its 15% interest in the Duyung PSC, by paying the remaining farm-in balance of $10.5m, as well as providing general working capital to the Company to fund continuing operations.  

Related Party Transaction

The entry by the Company into the subscription agreement of €11.25m Tranche B Eurobonds with 20,678,625 Warrants attached with Lombard, a substantial shareholder in the Company with a holding of 26.42%, qualifies, by virtue of its size, as a related party transaction under Rule 13 of the AIM Rules for Companies.

The acceptance of the subscription of €4.05m Tranche A Eurobonds with 7,444,305 Warrants attached from CIP, a substantial shareholder in the Company with a holding of 20.97%, qualifies, by virtue of its size and Marco Fumagalli being a director of both Coro and CIP, as a related party transaction under Rule 13 of the AIM Rules for Companies.

The independent directors of the Company consider, having consulted with the Company's nominated adviser, Grant Thornton UK LLP, that the terms of the Eurobond issue offered to both Lombard and CIP are fair and reasonable insofar as the Company's shareholders are concerned.

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For further information please contact:  

Coro Energy Plc
James Menzies, Chief Executive Officer			Tel: [phone]
Andrew Dennan, Chief Financial Officer
Grant Thornton UK LLP (Financial and Nominated Adviser)
Colin Aaronson			Tel: [phone]
Harrison J Clarke
Seamus Fricker
Vigo Communications - IR/PR Advisor
Patrick d'Ancona			Tel: [phone]
Chris McMahon
Mirabaud Securities Ltd (Joint Broker)
Peter Krens			Tel: [phone]
Ed Haig-Thomas
Turner Pope Investments (TPI) Ltd (Joint Broker)
Ben Turner			Tel: [phone]
James Pope

 

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