Admission Document and Restoration of Trading

RNS Number : 5630B

Longboat Energy PLC

11 June 2021

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR INTO THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION OF SUCH JURISDICTION.

This announcement is not an admission document or a prospectus and does not constitute or form part of an offer to sell or issue or a solicitation of an offer to subscribe for or buy any securities nor should it be relied upon in connection with any contract or commitment whatsoever. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except in compliance with applicable securities laws on the basis of the information in the admission document (the "Admission Document") to be published by Longboat Energy plc in connection with the placing and subscription of ordinary shares in the Company (the "New Ordinary Shares"), the admission of such New Ordinary Shares to trading on AIM, a market operated by London Stock Exchange Plc ("AIM") ("Admission") and the re-admission of the Company's entire issued and to be issued ordinary share capital to trading on AIM ("Re-Admission"). Before any purchase of shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Admission Document when published. Copies of the Admission Document will, following publication, be available during normal business hours on any day (except Saturdays, Sundays and public holidays) from the registered office of the Company and on the Company's website.

11 June 2021

                                        Longboat Energy plc 

("Longboat Energy", "Longboat" or the "Company")

Publication of Admission Document and

Notice of General Meeting and Restoration of Trading

Further to its announcements on 10 June 2021, Longboat Energy announces that the Admission Document, which includes a circular and a Notice of General Meeting, has been published and is being posted to Shareholders today. The Admission Document is available to view on the Company's website at www.longboatenergy.com .

Accordingly, the suspension of the Company's Existing Ordinary Shares from trading on AIM will be lifted with effect from 7.30 a.m. today, and trading in the Existing Ordinary Shares restored at 8.00 a.m.

Notice of General Meeting

The General Meeting is to be held at 11 a.m. on 28 June 2021. The Company will conduct the General Meeting as a closed meeting. The purpose of the General Meeting is for Shareholders to consider, and if thought fit, approve resolutions to:

i.  approve the Farm-ins which constitute a Reverse Takeover under the AIM Rules (ordinary resolution);

ii.  grant the Directors further authorities to allot new Ordinary Shares (ordinary resolution); and

iii.  dis-apply statutory pre-emption rights in respect of such new Ordinary Shares (special resolution).

All voting on the resolutions at the General Meeting will be conducted on a poll, which means that Shareholders should submit their proxy (by post or online voting) as soon as possible. We ask that all questions which Shareholders wish to raise be submitted to www.investormeetcompany.com/longboat-energy-plc/register-investor in advance.

Full details of the operation and arrangements for the General Meeting are set out in the Notice of General Meeting. Capitalised terms used in this announcement have the same meaning as the Company's announcements on 1 June 2021 and 10 June 2021.

Admission

Application will be made for the Placing Shares and the Subscription Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Share Capital will commence at 8.00 a.m. on 30 June 2021.

Following Admission, the Company's issued ordinary share capital will consist of 56,666,666 o rdinary shares, with the right to one vote each. The Company will hold no ordinary shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 56,666,666 . With effect from Admission, this figure may be used by shareholders in the Company 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, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Ends

Enquiries:
Longboat Energy
Helge Hammer, Chief Executive Officer Jon Cooper, Chief Financial Officer Nick Ingrassia, Corporate Development Director	via FTI
Stifel Nicolaus Europe Limited (Nominated Adviser, Joint Bookrunner and Broker)
Callum Stewart Jason Grossman Simon Mensley Ashton Clanfield	Tel: [phone]
DNB Markets, a part of DNB Bank ASA (Joint Bookrunner)
Halvor Teslo Christoffer Gundersen Aksel Thue	[e-mail]
FTI Consulting (PR adviser)
Ben Brewerton Sara Powell	Tel: [phone] [e-mail]

IMPORTANT INFORMATION

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities in the United States, Australia, Japan or the Republic of South Africa or in any other jurisdiction in which such offer or solicitation is unlawful, prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The distribution of this announcement and other information in connection with the Fundraising, Admission and Re-Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. 

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company as Financial Adviser, Nominated Adviser, Broker and Joint Bookrunner in connection with the Fundraising, Admission and Re-Admission, and will not be responsible to any other person for providing the protections afforded to customers of Stifel or advising any other person in connection with the Fundraising, Admission and Re-Admission. Stifel's responsibilities as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers will be owed solely to the London Stock Exchange and not to the Company, the directors or to any other person in respect of such person's decision to subscribe for or acquire ordinary shares. Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel by the Financial Services and Markets Act 2000, as amended or the regulatory regime established under it, Stifel does not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by Stifel with respect to the accuracy or completeness of this announcement or any part of it and no responsibility or liability whatsoever is accepted by Stifel for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement.

DNB Markets, a part of DNB Bank ASA ("DNB"), which is authorised and regulated in Norway by the Financial Supervisory Authority of Norway,  is acting for the Company as Joint Bookrunner in connection with the Fundraising and Admission , and will not be responsible to any other person for providing the protections afforded to customers of DNB or advising any other person in connection with the Fundraising and Admission. DNB does not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by DNB with respect to the accuracy or completeness of this announcement or any part of it and no responsibility or liability whatsoever is accepted by DNB for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement.

This announcement is only addressed to and directed at: (a) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (together with any implementing measure in such member states, the "EEA Prospectus Regulation"); (b) persons in the United Kingdom who are "qualified investors" within the meaning of the UK version of the EEA Prospectus Regulation (the "UK Prospectus Regulation"), which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"), and who are persons who: (i) have professional experience in matters relating to investments and are "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (c) persons to whom it is otherwise lawful to distribute it (all such persons together being referred to as "Relevant Persons"). It is not directed at and may not be acted or relied on by anyone other than a Relevant Person. Persons who do not fall within the definition of "Relevant Persons" above should not rely on this announcement, nor take any action upon it.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  No public offering of securities is being made in the United States. The ordinary shares of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, assigned or otherwise transferred, directly or indirectly, into or within the United States, or to or for the account or benefit of a US Person (as defined in Regulation S promulgated under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Company has not been and, after applying the proceeds from the Fundraising, will not be registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and as such investors in the New Ordinary Shares will not be entitled to the benefits of the Investment Company Act. No offer, purchase, sale or transfer of the New Ordinary Shares may be made except under circumstances which will not result in the Company being required to register as an investment company under the Investment Company Act.

The New Ordinary Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merit of the offer of the New Ordinary Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not historical facts.  They appear in a number of places throughout this announcement and include statements regarding the directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by applicable law or regulation, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors' expectations or to reflect events or circumstances after the date of this announcement.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

 

END

 

 

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