TIDMBOIL
RNS Number : 0925D
Baron Oil PLC
14 February 2020
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement
14 February 2020
Baron Oil Plc
("Baron" or "the Company")
Conditional Placing and Subscription to raise GBP2.5 million
Baron Oil Plc (AIM:BOIL), the AIM-quoted oil and gas exploration
and production company, focused on opportunities in SE Asia, Latin
America and the UK, is pleased to announce that it has raised
GBP2.5 million by way of a Conditional Placing and Subscription of
2,500,000,000 new ordinary shares of 0.025p each ("New Ordinary
Shares") at a price of 0.1 pence per New Ordinary Share (the
"Placing Price") (together, the "Fundraising"). Turner Pope
Investments (TPI) Limited acted as sole placing agent.
It is intended that the proceeds of the Placing will largely be
used to fund Baron's share of the ongoing TL-SO-19-16 PSC
("Chuditch PSC") Work Programme and the drilling of the onshore El
Barco-3x well in Peru, as well as providing additional working
capital. As previously announced, the Chuditch PSC has a gross
estimate made by Shell of Mean gas in place of 2,320 billion cubic
feet ("BCF") and gas recovery potential, based on Shell's original
estimates in the range of 55% to 75%, in the order of 1,276 to
1,740 BCF, considered by Baron to be Prospective Resources but not
SPE PRMS compliant. In Peru, Baron hopes to drill El Barco-3x later
this year targeting 2U (P50) SPE PRMS compliant unrisked
recoverable Prospective Resources of 8.5 million barrels of oil
recoverable from the higher risk Amotape Basement and 14.7 BCF of
gas recoverable from the low risk, shallower Mancora Sand.
The Fundraising
The Fundraising comprises a placing of 2,442,500,000 New
Ordinary Shares (the "Placing") and a subscription of 57,500,000
New Ordinary Shares (the "Subscription"). The Company has utilised
its existing share authorities under the disapplication of
pre-emption rights to issue 735,714,286 New Ordinary Shares for
settlement and admission on 20 February 2020 (the "Tranche 1
Placing Shares") with the balance of 1,764,285,714 New Ordinary
Shares (the "Tranche 2 Placing Shares") conditional on the passing
of the Resolutions to be proposed at a General Meeting on or around
10 March 2020.
The Placing Price represents a discount of 58.3 per cent. to the
closing middle market price of 0.24 pence per Existing Ordinary
Share on 13 February 2020, being the latest practicable date prior
to the announcement of the Placing. The New Ordinary Shares will
represent 56.48 per cent. of the Company's Enlarged Share Capital
immediately following Admission.
The Circular relating to the General Meeting will be sent to
shareholders shortly. A further announcement will be made when the
circular is published and it will also be made available for
download from the Company's website ( https://www.baronoilplc.com/
).
Malcolm Butler, Executive Chairman of Baron Oil, commented:
"The Board is pleased that this Fundraising has been completed
successfully, albeit at a significant discount to recent share
prices.
"We continue to be very excited by the potential value that can
be realised through our investment in SundaGas (Timor-Leste Sahul)
Pte. Ltd, parent company of the Operator of the Chuditch PSC, in
the initial phases of seismic reprocessing and thereafter through
an appraisal and exploration drilling programme. We also have
provisional plans to drill the low-cost, low risk El Barco-3x well
in Peru which offers the potential for significant value on
discovery."
Director Subscriptions
Andrew Yeo and Jon Ford have subscribed for a total of
57,500,000 New Ordinary Shares at a price of 0.1p per share (the
"Director Subscriptions"). These form part of the Tranche 2 Placing
Shares. Details of the Director Subscriptions are outlined in the
table below.
Director Position New Ordinary Shareholding % holding
Shares being following following
subscribed Admission Admission
Andrew Yeo Managing Director 50,000,000 106,250,000 2.40%
------------------- ---------------------- --------------------- -----------------
Non-Executive
Jon Ford Director 7,500,000 7,500,000 0.17%
------------------- ---------------------- --------------------- -----------------
Related Party Transaction
As both Andrew Yeo and Jon Ford are directors of the Company,
the Director Subscriptions are deemed related party transactions
for the purposes of Rule 13 the AIM Rules ("Related Party
Transactions").
Malcolm Butler, being the independent Director for the purposes
of the Related Party Transactions, considers, having consulted with
the Company's nominated adviser, SP Angel Corporate Finance LLP,
that the terms and conditions of the Director Subscription are fair
and reasonable insofar as all shareholders of the Company are
concerned.
Application for Admission
Completion of the Fundraising is conditional, inter alia, upon
admission of the New Ordinary Shares to trading on AIM
("Admission").
Application has been made to the London Stock Exchange for the
Tranche 1 Placing Shares to be admitted to trading on AIM and it is
expected that admission of the Tranche 1 Placing Shares will take
place and that trading will commence on or around 8:00 a.m. on 20
February 2020. The Tranche 1 Placing Shares will rank pari passu in
all respects with the existing ordinary shares.
The Tranche 2 Placing Shares will admit following approval at
the General Meeting.
Total Voting Rights
Following admission of the Tranche 1 Placing Shares, the
Company's share capital and total voting rights will comprise
2,662,123,862 Ordinary Shares. The Company does not hold any shares
in treasury. Consequently 2662,123,862 is the figure which may be
used by shareholders as the denominator for the calculation by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure and Transparency Rules.
For further information, please contact:
Baron Oil Plc +44 (0)20 7117 2849
Dr Malcolm Butler, Executive Chairman
Andy Yeo, Managing Director
SP Angel Corporate Finance LLP +44 (0)20 3470 0470
Nominated Adviser and Joint Broker
Stuart Gledhill, Stephen Wong
Turner Pope Investments (TPI) Limited +44 (0)20 3657 0050
Joint Broker
Andy Thacker, Zoe Alexander
PDMR Notification
1. Details of the person discharging managerial responsibilities/person
closely associated
(a) Full name of person Dealing i. Andrew Yeo
ii. Jonathan Ford
----------------------------------------- ---------------------------------------------
2. Reason for notification
----------------------------------------------------------------------------------------
(b) Position/status i. Managing Director
ii. Non-Executive Director
----------------------------------------- ---------------------------------------------
(c) Initial notification/ Amendment Initial notification
----------------------------------------- ---------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------------------
(d) Name of entity Baron Oil Plc
----------------------------------------- ---------------------------------------------
(e) LEI 213800MBSOS9UZ5SW712
----------------------------------------- ---------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------------------------
(a) Description of the financial instrument, Ordinary shares of
type of instrument 0.025 pence each in
the Company
----------------------------------------- ---------------------------------------------
(b) Identification code GB00B01QGH57
----------------------------------------- ---------------------------------------------
(c) Nature of the transaction Subscription for ordinary
shares
----------------------------------------- ---------------------------------------------
(d) Price(s) and volume(s) Prices(s) Volume(s)
i. 0.1 pence i. 50,000,000
ii. 0.1 ii. 7,500,000
pence
---------------
----------------------------------------- ---------------------------------------------
(e) Aggregated information: Single transaction
- Aggregated volume as in 4(d) above Prices(s) Volume(s)
- Price i. 0.1 pence i. 50,000,000
ii. 0.1 ii. 7,500,000
pence
---------------
----------------------------------------- ---------------------------------------------
(f) Date of transaction 14 February 2020
----------------------------------------- ---------------------------------------------
(g) Place of transaction Outside a trading venue
----------------------------------------- ---------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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February 14, 2020 07:29 ET (12:29 GMT)
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