Result of Open Offer

RNS Number : 9203E

Empyrean Energy PLC

11 May 2017

 

Empyrean Energy PLC

Result of Open Offer

On 24 April 2017, Empyrean Energy plc ("Empyrean" or the "Company") announced the launch of an Open Offer pursuant to which Qualifying Shareholders were able to subscribe for 1 new Ordinary Share in the Company at a price of 3.5 pence each for every 4 Ordinary Shares held at the Record Date.

The Open Offer closed for acceptance at 11.00 a.m. on 10 May 2017 and the Company is pleased to confirm that valid applications, including pursuant to the Excess Application Facility, were received in respect of a total of 34,316,551 new Ordinary Shares (the "Open Offer Shares"), being approximately 45.3 per cent. of the Ordinary Shares made available pursuant to the Open Offer. Accordingly, the Company has raised gross proceeds of approximately £1.2 million pursuant to the Open Offer.

Application has been made for the Open Offer Shares to be admitted to trading on AIM.  Admission is expected to take place on 12 May 2017. These Open Offer Shares will rank pari passu with the existing Ordinary Shares.

Following the issue of the Open Offer Shares, Empyrean's total issued share capital will comprise 344,150,404 Ordinary Shares, each with voting rights. This figure 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, securities of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

The Company confirms that the directors of Empyrean subscribed for a total of 4,585,000 new Ordinary Shares at the Issue Price pursuant to the Open Offer, raising gross proceeds of approximately £0.16 million, representing 13% of the total proceeds raised pursuant to the Open Offer. Further details of the directors' holdings are set out in the table below:

Director	Previous Shareholding	Open Offer Shares applied for	Current Shareholding	% of Issued Share Capital
Thomas Kelly	38,881,563	2,000,000	40,881,563	11.88
Frank Brophy	2,223,333	1,800,000	4,023,333	1.17
John Laycock	1,200,000	500,000	1,700,000	0.49
Patrick Cross	340,000	285,000	625,000	0.18

As previously announced on 4 April 2017, the Company has entered into a sale and purchase agreement for the acquisition of up to a 20 per cent. interest in West Natuna Exploration Ltd from Conrad Petroleum Pte Ltd. Conrad is the registered and beneficial owner of WNEL, which holds a 100 per cent. participating interest in the highly prospective Duyung Production Sharing Contract in Indonesia.

Under the terms of the Acquisition, the Company has agreed to pay Conrad an initial cash consideration of US$2 million immediately upon signing of the shareholders' agreement (the "Shareholder Agreement") that is required to be negotiated and agreed between the Company and Conrad before completion of the Acquisition and, conditional on completion, the Company has agreed to pay a further US$2 million on or before 12 May 2017.

The Company is still in the process of negotiating the Shareholder Agreement with Conrad, and it is intended that the initial cash consideration of US$2 million will be paid from the Company's existing cash resources for an initial 10 per cent. shareholding in WNEL. As the gross proceeds of the Open Offer are not sufficient to allow the Company to pay the Further Consideration of US$2 million in respect of the additional 10 per cent. shareholding in WNEL, the Company is also seeking to agree an extension to the period for payment of this amount. In the event that such an extension is not agreed and / or the Company does not make payment of the Further Consideration, the Company's interest in WNEL will remain at 10 per cent.

As previously stated, the Board proposes to exercise its right, in circumstances where the Open Offer is not fully subscribed, to use its reasonable endeavours to place those Open Offer Shares not taken up, amounting to 43,141,912 Open Offer Shares, at not less than the Issue Price, in order to raise up to the maximum proceeds under the Open Offer.

Shareholders should note that there is no guarantee that an extension will be agreed with Conrad or that further funding will be available in order to allow the Company to satisfy the Further Consideration and acquire the additional 10 per cent. interest in WNEL.

Further announcements will be made in this regard in due course.

Tom Kelly, Empyrean CEO, commented:

"We are very pleased with the level of support for our Open Offer from our existing shareholders. We are confident of further support and hope to be in a position to update shareholders on both operational progress and the placing of remaining Open Offer shares in the very near future. It is very exciting times ahead for Empyrean as we embark on what the board believes are excellent exploration opportunities that have the leverage to transform the Company and provide excellent upside should our exploration be successful. We thank our shareholders for their continued support and particularly those who were able to participate in the Open Offer."

Terms and definitions used in this announcement have the meaning ascribed to them in the Circular dated 24 April 2017, unless the context requires otherwise.

Empyrean Energy plc
Tom Kelly	Tel: [phone]
Cenkos Securities plc
Neil McDonald	Tel: [phone]
Beth McKiernan	Tel: [phone]
Nick Tulloch	Tel: [phone]
St Brides Partners Ltd
Elisabeth Cowell	Tel: [phone]
Lottie Brocklehurst	Tel: [phone]

 

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