TIDMBOR
RNS Number : 6118D
Borders & Southern Petroleum plc
04 March 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO ANY MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA, THE UNITED STATES (OR TO ANY U.S.
PERSON), CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS
RETAINED AND APPLICABLE IN THE UK PURSUANT TO SECTION 3 OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
4 March 2022
Borders & Southern Petroleum plc
("Borders & Southern" or the "Company")
Proposed Subscription and Open Offer to raise up to
approximately US$1.8 million (GBP1.35 million)
Borders & Southern (AIM: BOR), a London-based independent
oil and gas exploration company, is pleased to announce its
intention to undertake a fundraising:
- of approximately US$600,000 (approximately GBP450,000) before
expenses by way of direct subscription (the "Subscription") for
34,702,000 new ordinary shares (the "Subscription Shares"); and
- of up to approximately US$1.2 million (approximately
GBP900,000) before expenses by way of an open offer (the "Open
Offer") of up to 69,156,926 new ordinary shares (the "Open Offer
Shares")
at an issue price of 1.3 pence per new ordinary share (the
"Issue Price") (the Subscription and Open Offer together the
"Fundraising"; the Subscription Shares and the Open Offer Shares
together the "New Ordinary Shares").
The Chairman, Harry Dobson, is the sole participant in the
Subscription and has agreed to invest approximately US$600,000
(approximately GBP450,000) in new Ordinary Shares by subscribing
for all of the Subscription Shares through the Subscription [1] .
The Chairman is a "related party" under the AIM Rules for Companies
and, accordingly, his participation in the Subscription constitutes
a related party transaction for the purposes of Rule 13 of the AIM
Rules. The other Directors, being Howard Obee, Peter Fleming and
William Hodson are not participating in the Fundraising and are
therefore deemed to be independent Directors for the purposes of
the Fundraising. Such other Directors, having consulted with Strand
Hanson Limited, the Company's nominated adviser, are of a view that
the terms of the Subscription are fair and reasonable in so far as
the Company's shareholders (the "Shareholders") are concerned.
As part of the Fundraising, the Company proposes to raise
further funds of up to US$1.2 million (approximately GBP900,000) by
the issue of up to 69,156,926 new Ordinary Shares pursuant to an
Open Offer to qualifying Shareholders at the Issue Price, thereby
implying an allocation of 1 new Ordinary Share for every 7 Ordinary
Shares held.
The New Ordinary Shares issued pursuant to the Fundraising will
be issued as fully paid and will rank pari passu in all respects
with each other and with the Company's existing ordinary shares
(the "Ordinary Shares") from their admission to trading on AIM,
assuming the Fundraising is approved by Shareholders.
In the event that the exchange rate of British Pounds Sterling
to United States Dollars fluctuates significantly before the date
of a Circular relating to the Fundraising (the "Circular"), the
number of New Ordinary Shares to be issued may change ([2]) .
The Fundraising is subject to approval by Shareholders at the
General Meeting, the details of which will be announced and the
associated circular posted to shareholders shortly. The
Subscription is conditional, inter alia, on admission of the
Subscription Shares to trading on AIM becoming effective, the
agreement governing the Open Offer not being terminated in
accordance with its terms and the passing of the Resolutions by
Shareholders at the General Meeting. The Open Offer is conditional
on admission of the shares to be issued pursuant to the Open Offer
to trading on AIM becoming effective, the Subscription having
become unconditional and the passing of the Resolutions by
Shareholders at the General Meeting.
The net proceeds of the Fundraising will be used to enable the
Company to continue to explore the best options to appraise and
develop its Darwin gas/condensate discovery, as well as for general
working capital purposes.
Assuming the Open Offer is fully subscribed for, the New
Ordinary Shares issued (pursuant to the Subscription and the Open
Offer) will represent up to approximately 21 per cent. of the
Company's currently issued share capital. The Issue Price of 1.3
pence per New Ordinary Share represents a discount of approximately
25 per cent. to the closing mid-market price of 1.73 pence per
Ordinary Share on 3 March 2022.
For further information please visit www.bordersandsouthern.com
or contact:
Borders & Southern Petroleum plc
Howard Obee, Chief Executive
Tel: 020 7661 9348
Strand Hanson Limited (Nominated & Financial Adviser and Joint Broker)
Ritchie Balmer / James Bellman
Tel: 020 7409 3494
Auctus Advisors LLP (Joint Broker)
Jonathan Wright
Tel: 07711 627449
Tavistock (Financial PR)
Simon Hudson / Nick Elwes
Tel: 020 7920 3150
Notes to Editors:
Borders & Southern Petroleum plc is an oil & gas
exploration company listed on AIM, a market operated by the London
Stock Exchange (AIM: BOR). The Company operates and has a 100%
interest in three Production Licences in the South Falkland Basin
covering an area of nearly 10,000 square kilometres. The Company
has acquired 2,517 square kilometres of 3D seismic data and has
drilled two exploration wells, making a significant gas condensate
discovery with its first well.
[1] These shares will be held in the same manner as the existing
Company shares in which the Chairman is interested.
[2] Sterling figures in this announcement are based on the daily
spot rate of 2 March 2022 of GBP1.00:US$1.33 published by the Bank
of England.
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