Oversubscribed Placing to raise approx £1.6m gross
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of Jersey Oil and Gas Plc or other evaluation of any securities of Jersey Oil and Gas Plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
30 November 2016
Jersey Oil and Gas plc
("Jersey Oil & Gas" or the "Company")
Oversubscribed Placing to raise approximately £1.6 million gross
Jersey Oil & Gas (AIM: JOG), an independent upstream oil and gas company focused on the UK Continental Shelf ("UKCS") region of the North Sea, is pleased to announce that, following investor interest which exceeded demand allowing the issue to be increased as well as a scaling back exercise to be undertaken, it has conditionally raised, in aggregate, approximately £1.6 million (before expenses) through a placing, via Arden Partners plc ("Arden Partners") as agent of the Company, of 1,454,547 new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") (the "Placing Shares") (the "Placing") to new and existing shareholders at an issue price of 110 pence per Placing Share (the "Placing Price").
Highlights:
· In aggregate, £1.6 million (before expenses) to be raised by way of the Placing with new and existing shareholders at a Placing Price of 110 pence per Placing Share.
· As part of the Placing, the Company's Board of directors (the "Board") and certain members of senior management have collectively subscribed for 120,454 Placing Shares at the Placing Price (the "Director and Management Placing"), raising £0.13 million (before expenses).
· The net proceeds of the Placing will be used towards technical studies and evaluation in support of the committed exploration well to be drilled on UK Seaward Licence P.2170, Blocks 20/5b and 21/1d (the "Verbier Well") planned in Summer 2017 and general working capital purposes, thereby, in the Directors' opinion, ensuring the Company is funded through the Verbier Well programme and has sufficient working capital to continue to pursue its pipeline of production acquisition targets.
· Following the completion of the Placing, a total of 540,000 options have been granted to the Company's Directors. These have an exercise price of 110 pence and have been issued under the Jersey Oil and Gas PLC 2016 Enterprise Management Incentive and Unapproved Share Option Plan.
· Arden Partners appointed as Sole Broker to the Company.
Andrew Benitz, CEO of Jersey Oil & Gas, commented:
"Over the last year, the Company has successfully delivered on its stated strategy to de-risk its exploration portfolio most notably through its high impact farm-out in Licence P.2170 to Statoil. Today's funding will allow us to conduct further technical studies to advance our knowledge of the Verbier Well ahead of drilling, which we believe will be of benefit to our shareholders. It further serves to strengthen the group's financial position as we continue to pursue a number of production acquisition targets under evaluation in the UKCS.
"Management's material contribution to the fundraising, including participation from certain family members indicates the confidence we have in the Company's future success and our strategy to create shareholder value. We value highly and would like to thank both our existing and new shareholders for their support in this Placing."
The Placing
Pursuant to the Placing, new and existing shareholders (including the Board), have agreed to subscribe for, in aggregate, 1,454,547 new Ordinary Shares at the Placing Price. The Placing Price represents a discount of approximately 6.8 per cent. to the Company's closing middle market share price of 118 pence on 29 November 2016 being the latest practicable date prior to this announcement.
The Placing Shares have been issued conditional upon their admission to trading on AIM ("Admission"). Application has been made to the London Stock Exchange plc for Admission of the Placing Shares and it is expected that Admission will become effective and that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 5 December 2016. The Placing Shares represent, in aggregate, approximately 15 per cent. of the Company's enlarged issued share capital (the "Enlarged Share Capital").
The Placing is not conditional upon shareholder approval and the Placing Shares will be issued utilizing the authorities granted by shareholders at the Company's annual general meeting held on 26 May 2016. The Placing Shares will rank pari passu in all respects with the Company's existing Ordinary Shares and will be issued fully paid.
Following completion of the Placing, the Company's Enlarged Share Capital will comprise 9,916,478 Ordinary Shares. This figure of 9,916,478 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they may determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Use of Proceeds
The net proceeds of the Placing will be used towards technical studies and evaluation in support of the committed Verbier Well. Statoil (U.K.) Limited ("Statoil"), as operator has recently committed to drill an exploration well planned for Summer of 2017. As described in previous announcements, Jersey Oil & Gas benefits from a carry with respect to this well from Statoil and a further beneficial carry from CIECO Exploration and Production (UK) Limited. The remaining proceeds will be utilised for the Company's general working capital purposes, which are now expected to see the Company through and post the well campaign and, in particular, enable the pursuit of its pipeline of potential production acquisition targets. The Company's acquisition strategy remains very active, as it continues to work alongside significant financial partners in evaluating a number of potential opportunities in the UKCS. Additional proceeds of the oversubscribed placing will enable the Company to increase activity in pursuit of its pipeline of acquisition targets. Following receipt of the net proceeds of the Placing, the Company expects to have sufficient working capital to see itself through to 2018.
Director and Management Placing
Following the Directors' and managements' participation in the placing, the interests of the Board and senior management in the Company's issued share capital will be as detailed below.
|
Director / Management |
Number of existing Ordinary Shares |
Number of Placing Shares Subscribed for |
Total Ordinary Shares held immediately following the Placing |
% of Enlarged Share Capital immediately following the Placing |
|
Marcus Stanton |
1,465 |
22,727 |
24,192 |
0.24 |
|
Andrew Benitz |
604,415 |
22,727 |
627,142 |
6.32 |
|
Ronald Lansdell |
839,208 |
45,455 |
884,663 |
8.92 |
|
Scott Richardson Brown |
7,300 |
9,091 |
16,391 |
0.17 |
|
Frank Moxon |
80,390 |
4,545 |
84,935 |
0.85 |
|
Other management |
4,405 |
15,909 |
20,314 |
0.20 |
|
Total |
1,537,183 |
120,454 |
1,657,637 |
16.70 |
Related Party Transactions
The participation of the Company's Board in the Placing are each deemed to be related party transactions in accordance with the AIM Rules for Companies. Accordingly, in the absence of any independent directors for the purposes of such Director's subscriptions, Strand Hanson Limited, considers that the terms thereof are fair and reasonable insofar as the Company's shareholders are concerned.
Issue of Share Options
As set out in the 2015 Annual Report and Accounts, it has been the Board's intention to put in place a share incentive programme during 2016. A close period has pertained for most of the time since then and the completion of this Placing has been the first practical opportunity to implement a share incentive programme. The following options have therefore been granted under the Jersey Oil and Gas PLC 2016 Enterprise Management Incentive and Unapproved Share Option Plan.
|
Name |
Position |
Number of new options granted |
Exercise price per Share (pence)
|
Exercise period |
Total Options following this grant |
|
Andrew Benitz |
Chief Executive Officer |
180,000 |
110 |
5 years |
180,000 |
|
Ronald Lansdell |
Chief Operating Officer |
180,000 |
110 |
5 years |
180,000 |
|
Scott Richardson Brown
|
Chief Financial officer |
120,000 |
110 |
5 years |
130,000 |
|
Marcus Stanton |
Non-executive chairman |
40,000 |
110 |
5 years |
41,570 |
|
Frank Moxon |
Non-executive director |
20,000 |
110 |
5 years |
20,000 |
The option exercise price has been set at 110 pence, being the Placing Price. The Share Options vest in equal portions over a three-year period, with one third vesting immediately, one third on the first anniversary of issue and the remaining third on the second anniversary of issue. The last two vesting allocations are subject to a performance condition. Subject to vesting and the performance condition being met, the Share Options are exercisable at any time up to the fifth anniversary of the date of grant and if not exercised by that date will lapse.
The total number of Options granted to each of Marcus Stanton (Non-Executive Chairman) and Frank Moxon (Non-Executive Director), are subject to an overall cap at all times, of approximately one year's salary, calculated before the 50 per cent salary sacrifices which they, and other Directors, have agreed to bear during 2016 in order to provide working capital to the Company and its subsidiaries.
Enquiries:
|
Jersey Oil and Gas plc
|
Andrew Benitz, CEO |
C/o Camarco: Tel: 020 3757 4983 |
|
Strand Hanson Limited |
James Harris Matthew Chandler James Bellman |
Tel: 020 7409 3494 |
|
Arden Partners plc |
Catherine Miles James Felix Benjamin Cryer |
Tel: 020 7614 5900 |
|
Camarco |
Billy Clegg Georgia Edmonds Sean Blundell |
Tel: 020 3757 4983 |
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR").
PDMR Notification Forms:
The notifications below are made in accordance with the requirements of MAR.
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Marcus Stanton |
||||
|
2. |
Reason for the Notification |
|||||
|
a) |
Position/status |
Non-Executive Chairman |
||||
|
b) |
Initial notification/amendment |
Initial notification |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Jersey Oil & Gas plc |
||||
|
b) |
LEI |
N/A |
||||
|
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, type of instrument |
Ordinary shares of 1 pence each |
||||
|
Identification code |
GB00BYN5YK77 |
|||||
|
b) |
Nature of the Transaction |
Purchase of ordinary shares through participation in placing |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information Aggregated volume Price |
N/A (Single transaction) |
||||
|
e) |
Date of the transaction |
29 November 2016 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM Market (XLON) |
||||
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Andrew Benitz |
||||
|
2. |
Reason for the Notification |
|||||
|
a) |
Position/status |
Chief Executive Officer (Director) |
||||
|
b) |
Initial notification/amendment |
Initial notification |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Jersey Oil & Gas plc |
||||
|
b) |
LEI |
N/A |
||||
|
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, type of instrument |
Ordinary shares of 1 pence each |
||||
|
Identification code |
GB00BYN5YK77 |
|||||
|
b) |
Nature of the Transaction |
Purchase of ordinary shares through participation in placing |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information Aggregated volume Price |
N/A (Single transaction) |
||||
|
e) |
Date of the transaction |
29 November 2016 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM Market (XLON) |
||||
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Ronald Lansdell |
||||
|
2. |
Reason for the Notification |
|||||
|
a) |
Position/status |
Chief Operating Officer (Director) |
||||
|
b) |
Initial notification/amendment |
Initial notification |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Jersey Oil & Gas plc |
||||
|
b) |
LEI |
N/A |
||||
|
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, type of instrument |
Ordinary shares of 1 pence each |
||||
|
Identification code |
GB00BYN5YK77 |
|||||
|
b) |
Nature of the Transaction |
Purchase of ordinary shares through participation in placing |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information Aggregated volume Price |
N/A (Single transaction) |
||||
|
e) |
Date of the transaction |
29 November 2016 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM Market (XLON) |
||||
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Scott Richardson Brown |
||||
|
2. |
Reason for the Notification |
|||||
|
a) |
Position/status |
Finance Director (Director) |
||||
|
b) |
Initial notification/amendment |
Initial notification |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Jersey Oil & Gas plc |
||||
|
b) |
LEI |
N/A |
||||
|
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, type of instrument |
Ordinary shares of 1 pence each |
||||
|
Identification code |
GB00BYN5YK77 |
|||||
|
b) |
Nature of the Transaction |
Purchase of ordinary shares through participation in placing |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information Aggregated volume Price |
N/A (Single transaction) |
||||
|
e) |
Date of the transaction |
29 November 2016 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM Market (XLON) |
||||
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Frank Moxon |
||||
|
2. |
Reason for the Notification |
|||||
|
a) |
Position/status |
Non-Executive Director |
||||
|
b) |
Initial notification/amendment |
Initial notification |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Jersey Oil & Gas plc |
||||
|
b) |
LEI |
N/A |
||||
|
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, type of instrument |
Ordinary shares of 1 pence each |
||||
|
Identification code |
GB00BYN5YK77 |
|||||
|
b) |
Nature of the Transaction |
Purchase of ordinary shares through participation in placing |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information Aggregated volume Price |
N/A (Single transaction) |
||||
|
e) |
Date of the transaction |
29 November 2016 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM Market (XLON) |
||||
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