Result of General Meeting and Directors' Dealing
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT A CIRCULAR, A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE CIRCULAR THAT WAS PUBLISHED ON 30 MAY 2014 BY INDEPENDENT RESOURCES PLC IN CONNECTION WITH THE PROPOSED CAPITAL RAISING.
17 June 2014
Independent Resources plc
("IRG", the "Company" or the "Group")
Result of General Meeting and Directors' Dealing
The Board of IRG (AIM: IRG) is pleased to announce that all resolutions proposed were duly passed at its General Meeting held today.
Defined terms used in this announcement shall have the same meaning as those terms defined and used in the circular of the Company dated 30 May 2014.
As announced earlier today, the Company received valid acceptances in respect of 5,979,570 Open Offer Shares from Qualifying Shareholders and all eligible applications from Qualifying Shareholders will be allocated as applied for.
Pursuant to the Placing, Charles Stanley Securities agreed to use its reasonable endeavours to place up to 50,233,334 Placing Shares and 9,000,000 Clawback Shares with institutional and other investors, conditional, amongst other things, upon Admission.
As part of the Placing, 7,066,668 Placing Shares will be subscribed by Legal & General Investment Management ("Legal & General"). In addition, Legal & General has agreed to subscribe for additional Placing Shares to enable it to increase its shareholding in the Company to 19.40 per cent. of the Enlarged Share Capital. This will result in a further 6,700,000 Placing Shares being issued to Legal and General.
Accordingly the Company will issue 58,412,904 New Ordinary Shares pursuant to the Placing and Open Offer, comprising 43,433,334 Placing Shares, 9,000,000 Clawback Shares and 5,979,570 Open Offer Shares.
The gross proceeds of the Placing and Open Offer will total £1.75 million and will be used principally to:
· meet the preparation costs for re-entry of an existing well on the Ksar Hadada Permit, including technical evaluation costs and preparation for procurement of key long-lead items;
· cover the costs of preparing to become the operator of Ksar Hadada and preparing for the Ksar Hadada seismic programme or programmes,
· cover necessary working capital commitments;
· advance IRG's portfolio of business opportunities; and
· pay transaction costs associated with the Placing and Open Offer.
The Board remains committed to ensuring that all costs are carefully managed and in particular that the costs incurred by IRG's Italian subsidiaries are consistent with the level of ongoing business activity attached to the IRG's portfolio of Italian projects.
The Board and senior management recognise that the Capital Raising has not in itself generated sufficient resources for the Company itself to be able to undertake the substantive activities required in Tunisia to fulfil the work programme. The directors intend to continue to explore all forms of potential fundraising at both a corporate and asset level, including securing farm out partners for the Group's projects.
The Company does however expect to be able to place itself in a position to be an effective operator and to have planned and initiated those key activities which will allow it to attract a partner to farm in to the Ksar Hadada permit and to fund the work programme.
In addition, following the purchase of shares as part of the Placing announced on 30 May 2014, the table below details the number of Ordinary Shares now beneficially held by the Directors, and certain members of the Company's senior management team, and their connected persons in the share capital of the Company:
|
Name |
Existing Shareholding |
Number of Ordinary Shares Purchased |
Number of Ordinary Shares held following Admission |
Percentage of Ordinary Shares held following Admission |
|
Directors |
|
|
|
|
|
G Nash |
6,726,538 |
6,666,667 |
13,393,205 |
12.74% |
|
G Coleman |
_ |
333,333 |
333,333 |
0.32% |
|
R Bencini |
6,076,188 |
600,000 |
6,676,188 |
6.35% |
|
A Thomas |
100,000 |
400,000 |
500,000 |
0.48% |
|
Senior Management |
|
|
|
|
|
O Franks |
_ |
333,333 |
333,333 |
0.32% |
|
B Hepp |
_ |
333,333 |
333,333 |
0.32% |
|
F McCole |
_ |
333,333 |
333,333 |
0.32% |
The Placing and Open Offer remain conditional, amongst other things, upon Admission occurring no later than 8.00 a.m. on 18 June 2014 or such later time or date as the parties to the Placing Agreement may determine.
In addition to the issue of the Placing Shares and the Open Offer Shares, the Company has agreed to issue 893,559 new Ordinary Shares to an adviser in settlement of a cash fee due to that adviser.
Application has been made to the London Stock Exchange for the 59,306,463 New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will occur at 8.00 a.m. on 18 June 2014. The New Ordinary Shares, when allotted and issued, credited as fully paid, will rank pari passu with the Existing Ordinary Shares.
Following Admission, the total number of Ordinary Shares in issue will be 105,143,330. The figure of 105,143,330 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest, in the Company under the Disclosure and Transparency Rules.
For more information, please visit www.ir-plc.com or contact:
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Greg Coleman |
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Independent Resources plc |
020 3367 1134 |
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Phil Davies |
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Charles Stanley Securities |
020 7149 6942 |
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Carl Holmes |
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(Nominated Adviser) |
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Simon Hudson |
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Tavistock Communications |
020 7920 3150 |
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IMPORTANT NOTICE
This announcement is not a Circular and Qualifying Shareholders should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Circular.
Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Circular and any other documentation into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Canada, Japan, Australia, the Republic of Ireland, the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each an "Excluded Territory").
No action has been taken by the Company or any other person that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement, the Circular or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.
The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form or this announcement. Any representation to the contrary is a criminal offence in the US.
The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Excluded Territory and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Excluded Territory except pursuant to an applicable exemption from registration requirements. There will be no public offer of New Ordinary Shares in Canada, Japan, or Australia, the Republic of Ireland or the Republic of South Africa or any other Excluded Territory.
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.
This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Charles Stanley Securities. The issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.
Charles Stanley Securities, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Placing and Open Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and Open Offer or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Charles Stanley Securities by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Charles Stanley Securities accepts no responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the New Ordinary Shares or the Placing and Open Offer, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Charles Stanley Securities accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
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 law or by the AIM Rules, 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.
This announcement should not be considered a recommendation by the Company, Charles Stanley Securities or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares. Price and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. You are advised to read this announcement and, once available, the Circular and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Group's future performance and the industry in which it operates. Persons needing advice should consult an independent financial adviser.
This information is provided by RNS
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