NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF
THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO
WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY
APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL)
ACT 2018, AS AMENDED.
THE
COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR
MATERIALS RELATING TO THE WRAP RETAIL OFFER AS A FINANCIAL
PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY,
THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF BARON
OIL PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR
INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART
OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF BARON OIL
PLC.
15 February 2024
Baron Oil Plc
("Baron Oil", "Baron" or the "Company")
WRAP Retail Offer
Baron Oil (AIM: BOIL), the AIM-quoted oil and
gas exploration and appraisal company, announces a retail offer via
the Winterflood Retail Access Platform ("WRAP") to raise up to £300,000 (the
"WRAP Retail Offer")
through the issue of new ordinary shares of 0.025 pence each in the
capital of the Company ("Ordinary
Shares"). Under the WRAP Retail Offer up to 600,000,000 new
Ordinary Shares (the "WRAP Retail
Offer Shares") will be made available at a price of 0.05
pence per WRAP Retail Offer Share (the "Issue Price").
In addition to the WRAP Retail Offer, the
Company is also conducting a placing and subscription of a total of
6,000,000,000 new Ordinary Shares (the "Placing and Subscription Shares") to
raise £3 million before expenses (the "Placing and Subscription") at the Issue
Price.
A separate announcement has been made regarding
the Placing and Subscription (the "Placing and Subscription Announcement")
which sets out the reasons for the Placing and Subscription and the
indicative Chuditch use of funds to the end of H1 2024.
It is proposed that the net proceeds of the WRAP Retail Offer
will be generally applied towards Baron's indicative use of funds
for the Chuditch project to the end of the first half of 2024,
as indicated in the Placing and Subscription
Announcement.
For the avoidance of doubt, the WRAP Retail
Offer is not part of the Placing and Subscription. Completion of
the WRAP Retail Offer is conditional, inter alia, upon the completion of the
Placing and Subscription but completion of the Placing and
Subscription is not conditional on the completion of the WRAP
Retail Offer.
Completion of the WRAP Retail Offer is
conditional, inter alia,
on any WRAP Retail Offer Shares and the Placing and Subscription
Shares ("New Ordinary
Shares") being admitted to trading on the AIM market
("AIM") of the London Stock
Exchange ("London Stock
Exchange"). It is anticipated that an application will be
made to London Stock Exchange for the New Ordinary Shares to be
admitted to trading on the AIM ("Admission"). It is currently
anticipated that Admission will become effective, and that dealings
in the Placing and Subscription Shares and WRAP Retail Offer Shares
will commence on AIM, at 8.00 a.m. on 29 February 2024.
WRAP Retail
Offer
The Company values its retail shareholder base
and believes that it is appropriate to provide its existing retail
shareholders in the United Kingdom with the opportunity to
participate in the WRAP Retail Offer.
Therefore, the Company is making the WRAP Retail
Offer open to eligible investors in the United Kingdom, being
existing shareholders of Baron Oil Plc, following release of this
announcement and through certain financial intermediaries. Existing
shareholders should contact their broker or wealth manager to
participate in the WRAP Retail Offer.
The WRAP Retail Offer is expected to close at
9:00 p.m. on 15 February 2024. Eligible shareholders should note
that financial intermediaries may have earlier closing times.
The result of the WRAP Retail Offer is expected to be announced by
the Company on or around 16 February 2024.
Retail brokers wishing to participate in the
WRAP Retail Offer on behalf of existing retail shareholders, should
contact wrap@winterflood.com.
To be eligible to participate in the WRAP Retail
Offer, applicants must be a customer of a participating
intermediary and, as at the date hereof or will be, prior to
placing an order for WRAP Retail Offer Shares, shareholders in the
Company which may include individuals aged 18 years or over,
companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.
There is a minimum subscription of £100 per
investor under the WRAP Retail Offer. The terms and conditions on
which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee
charges.
The Company reserves the right to scale back any
order under the WRAP Retail Offer at its discretion. The Company
reserves the right to reject any application for subscription under
the WRAP Retail Offer without giving any reason for such
rejection.
It is vital to note that once an application for
WRAP Retail Offer Shares has been made and accepted via an
intermediary, it cannot be withdrawn.
The WRAP Retail Offer Shares will, when issued,
be credited as fully paid and will rank pari passu in all respects with
existing Ordinary Shares including the right to receive all
dividends and other distributions declared, made or paid after
their date of issue.
It is a term of the WRAP Retail Offer that the
total value of the WRAP Retail Offer Shares available for
subscription at the Issue Price does not exceed
£300,000.
The WRAP Retail Offer is offered in the United
Kingdom under the exemption from the requirement to publish a
prospectus in section 86(1)(e) of the Financial Services and
Markets Act 2000 (as amended). As such, there is no need for
publication of a prospectus pursuant to the Prospectus Regulation
Rules of the Financial Conduct Authority, or for approval of the
same by the Financial Conduct Authority. The WRAP Retail Offer is
not being made into any jurisdiction other than the United
Kingdom.
No offering document, prospectus or admission
document has been or will be prepared or submitted to be approved
by the Financial Conduct Authority (or any other authority) in
relation to the WRAP Retail Offer, and investors' commitments will
be made solely on the basis of the information contained in this
announcement and information that has been published by or on
behalf of the Company prior to the date of this announcement by
notification to a Regulatory Information Service in accordance with
the AIM Rules for Companies, the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation (EU Regulation No. 596/2014) as it forms part of the
laws of England and Wales by virtue of the European Union
(Withdrawal) Act 2018 (as amended).
Investors should make their own investigations
into the merits of an investment in the Company. Nothing in this
announcement amounts to a recommendation to invest in the Company
or amounts to investment, taxation or legal advice.
It should be noted that a subscription for WRAP
Retail Offer Shares and investment in the Company carries a number
of risks. Investors should take independent advice from a person
experienced in advising on investment in securities such as the
WRAP Retail Offer Shares if they are in any doubt.
An investment in the Company will place capital
at risk. The value of investments, and any income, can go down as
well as up, so investors could get back less than the amount
invested.
Neither past performance nor any forecasts
should be considered a reliable indicator of future
results.
Terms used but
not defined in this announcement have the same meaning as set out
in the Company's announcement released at 5.00 p.m. on 15 February
2024.
For further
information, please contact:
Baron Oil Plc
|
+44
(0) 20 7117 2849
|
Andy Yeo, Chief Executive
|
|
|
|
Allenby Capital Limited
|
+44
(0) 20 3328 5656
|
Nominated Adviser and
Joint Broker
|
|
Alex Brearley, Nick Harriss, George
Payne (Corporate Finance)
|
|
Kelly Gardiner, Stefano Aquilino
(Sales and Corporate Broking)
|
|
|
|
Cavendish Capital Markets Limited
|
+44
(0) 131 220 6939 / +44 (0) 207 397 8900
|
Joint Broker
|
|
Neil McDonald, Pearl Kellie
(Corporate Finance)
|
|
Leif Powis (Sales)
|
|
|
|
IFC
Advisory Limited
|
+44
(0) 20 3934 6630
|
Financial PR and IR
|
baronoil@investor-focus.co.uk
|
Tim Metcalfe, Florence
Chandler
|
|
|
|
Winterflood Retail Access Platform
|
WRAP@winterflood.com
|
Andrew Stancliffe
|
+44(0) 20 3100 0000
|
Phoebe Pankhurst
|
|
Further information on the Company can be found
on its website at www.baronoilplc.com.
The Company's LEI is
213800MBSOS9UZ5SW712.
This announcement should be read in its
entirety. In particular, the information in the "Important Notices" section of the
announcement should be read and understood.
Important
Notices
The content of this announcement, which has been
prepared by and is the sole responsibility of the
Company.
This announcement and the information contained
herein is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into or from the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand,
Japan, the Republic of South Africa, any member state of the EEA or
any other jurisdiction where to do so might constitute a violation
of the relevant laws or regulations of such
jurisdiction.
The WRAP Retail Offer Shares have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "US Securities
Act") or under the applicable state securities laws of the
United States and may not be offered or sold directly or indirectly
in or into the United States. No public offering of the WRAP Retail
Offer Shares is being made in the United States. The WRAP Retail
Offer Shares are being offered and sold outside the United States in
"offshore transactions", as
defined in, and in compliance with, Regulation S under the US
Securities Act ("Regulation
S") to non-US persons (within the meaning of Regulation S).
In addition, the Company has not been, and will not be, registered
under the US Investment Company Act of 1940, as amended.
This announcement does not constitute an offer
to sell or issue or a solicitation of an offer to buy or subscribe
for WRAP Retail Offer Shares in the United States, Australia,
Canada, New Zealand, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such
jurisdiction.
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. The securities referred to
herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United
States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made
in the United States.
The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession 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.
WRAP is a proprietary technology platform owned
and operated by Winterflood Securities Ltd (registered address at
The Atrium Building, Cannon Bridge, 25 Dowgate, London, EC4R 2GA;
FRN 141455). Winterflood Securities Ltd ("Winterflood") is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this
announcement) as its client in relation to the WRAP Retail Offer
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for
providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this
announcement.
The value of Ordinary Shares and the income from
them is not guaranteed and can fall as well as rise due to stock
market movements. When you sell your investment, you may get back
less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations.
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 forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. 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
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking
statements.
These forward-looking statements speak only as
at the date of this announcement and cannot be relied upon as a
guide to future performance. The Company and Winterflood expressly
disclaim any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the Financial Conduct Authority, the London
Stock Exchange or applicable law.
The information in this announcement is for
background purposes only and does not purport to be full or
complete. None of Winterflood or any of its affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all
and any liability whether arising in tort, contract or otherwise
which they might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
Any indication in this announcement of the price
at which the Ordinary Shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings or target dividend per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the
Company.
Neither the content of the Company's website (or
any other website) nor the content of any website accessible from
hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this announcement. The WRAP
Retail Offer Shares to be issued or sold pursuant to the WRAP
Retail Offer will not be admitted to trading on any stock exchange
other than the London Stock Exchange.
It is further
noted that the WRAP Retail Offer is only open to investors in the
United Kingdom who fall within Article 43 of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(which includes an existing member of the
Company).
Allenby Capital, which is authorised and
regulated by the FCA in the United Kingdom, is acting as AIM
nominated adviser and joint broker to the Company in connection
with the Placing and Subscription. Allenby Capital will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Allenby Capital or for providing
advice to any other person in connection with the Fundraise.
Allenby Capital has not authorised the contents of, or any part of,
this announcement, and no liability whatsoever is accepted by
Allenby Capital for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information.
Cavendish, which is authorised and regulated by
the FCA in the United Kingdom, is acting as joint broker to the
Company in connection with the Placing and Subscription. Cavendish
will not be responsible to any person other than the Company for
providing the protections afforded to clients of Cavendish or for
providing advice to any other person in connection with the
Fundraise. Cavendish has not authorised the contents of, or any
part of, this announcement, and no liability whatsoever is accepted
by Cavendish for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information.