Placing and Subscription
Summary by AI BETAClose X
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN SUNDA ENERGY PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF SUNDA ENERGY PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN UK MAR), AS PERMITTED BY UK MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.
22 September 2026
Sunda Energy Plc
("Sunda" or "Sunda Energy" or the "Company")
Placing and Subscription to raise £5.25 million (before expenses)
Retail Offer to raise up to £0.525 million
and
Restoration of Trading
Sunda Energy Plc (AIM: SNDA), the AIM-quoted oil and gas company focused on hydrocarbon assets in the Asia-Pacific region, is pleased to announce an oversubscribed fundraising consisting of a placing of 335,126,320 new ordinary shares of 0.1 pence each in the Company ("Ordinary Shares") (the "Placing Shares") at a price of 1.5 pence per Ordinary Share (the "Issue Price") to raise approximately £5.03 million before expenses (the "Placing"), to be undertaken in two tranches. In addition, a member of the senior management team and certain other investors have agreed to subscribe for 14,873,680 new Ordinary Shares (the "Subscription Shares") at the Issue Price to raise approximately £0.22 million before expenses (the "Subscription").
Allenby Capital Limited ("Allenby Capital") and H&P Advisory Ltd (“Hannam”) acted as joint brokers (the "Joint Brokers") in connection with the Placing. Allenby Capital is acting as the Company’s nominated adviser.
The Company is also pleased to announce that, in addition to the Placing and Subscription, there will be a separate conditional retail offer of up to 35,000,000 new Ordinary Shares (the "Retail Offer Shares") via the WRAP Platform to raise up to £0.525 million (before expenses) at the Issue Price (the "Retail Offer", and together with the Placing and Subscription, the "Fundraising"). A separate announcement will be made shortly by the Company regarding the Retail Offer and its terms.
Fundraising highlights
- The Placing and Subscription, which will raise £5.25 million (before expenses), have been undertaken with existing shareholders (the "Shareholders") and new institutional and private investors.
- The net proceeds of the Placing, the Subscription and the Retail Offer will be used principally for the completion payment of the acquisition of the entire issued share capital of Matahio Energy NZ Limited ("Matahio NZ") (the "Acquisition") and costs associated with the Acquisition, with additional funds allocated to the Company’s other interests in Timor-Leste and the Philippines. Further details on the Acquisition can be found in the Company’s original announcement of the Acquisition on 8 April 2026 and are also set out below.
- The Placing will be conducted in two tranches: (i) 76,780,601 Placing Shares (the "Firm Placing Shares"), being referred to as the "Firm Placing"; and (ii) 258,345,719 Placing Shares (the "Conditional Placing Shares"), being referred to as the "Conditional Placing".
- The Subscription will also be conducted in two tranches: (i) 3,407,690 Subscription Shares (the "Firm Subscription Shares"), being referred to as the "Firm Subscription"; and (ii) 11,465,990 Subscription Shares (the "Conditional Subscription Shares"), being referred to as the "Conditional Subscription".
- The Firm Placing Shares and Firm Subscription Shares will be allotted and issued utilising the Company's existing authorities granted at the annual general meeting of the Company held on 26 June 2026.
- The issue and allotment of the Conditional Placing Shares, Conditional Subscription Shares and Retail Offer Shares are conditional, inter alia, upon the passing of certain resolutions to authorise such issue and allotment and disapply statutory pre-emption rights (the "Resolutions") which will be proposed at a general meeting of the Company to be convened on or about 8 October 2026 (the "General Meeting").
If the Resolutions are not approved by the Shareholders at the General Meeting, the Conditional Placing, the Conditional Subscription and the Retail Offer will not proceed. As a consequence, the anticipated net proceeds of the Conditional Placing, the Conditional Subscription and the Retail Offer would not become available to the Company, and the Company would need to secure or utilise alternative financing to enable completion of the Acquisition.
Sunda Energy plc Chief Executive Officer, Dr Andy Butler, said:
“The oversubscribed Fundraising announced today is a welcome endorsement of Sunda’s repositioning as a full cycle E&P company. The Company can now guarantee upcoming completion payments for the New Zealand acquisition without drawing additional CLNs and following certain contractual formalities and approval of the Resolutions at the General Meeting, the Board intends to cancel the undrawn CLNs. I’m delighted that the Company has secured strong institutional support to complete an acquisition that was enabled by my own material investment, and I thank our incoming and existing shareholders for their participation. The separate WRAP retail offer is intended to allow Sunda’s supportive shareholders to elect to co-invest on the same terms. We look forward to completing the Acquisition, which remains subject to Ministerial consent, and in moving forward to realise the potential in the New Zealand assets in parallel to our efforts to deliver value from the projects in Timor-Leste and the Philippines.”
Background to the Acquisition
On 8 April 2026, the Company announced that it had signed a conditional agreement with Matahio Ventures Pte. Limited (the "Seller") to acquire the entire issued share capital of Matahio NZ (the "Acquisition Agreement"). Matahio NZ, through two wholly owned subsidiaries, owns and operates 100 per cent. of five petroleum mining permits located within the onshore area of the Taranaki Basin, on the west coast of New Zealand's North Island. Matahio NZ produced an average of 1,028 boepd during 2025, weighted approximately 80% towards oil and 20% to gas. Matahio NZ reported revenue of NZ$35.6 million and EBITDA of NZ$6.6 million for the year ended 31 December 2025.
On completion of the Acquisition, the Company will become a full-cycle exploration and production company with producing assets, reserves and operating cash flow from New Zealand and material growth options from its existing Southeast Asian gas portfolio. The Acquisition brings an operating team and infrastructure position in a jurisdiction in which the government has stated its intention to arrest the decline in domestic gas production. The Company has also submitted an application for a new offshore exploration permit including the Awakino gas discovery (see the announcement released by the Company on 14 July 2026).
Progress towards completion of the Acquisition
Since 8 April 2026, being the date on which the Company announced details of the Acquisition, the Company has made measurable progress against each of the conditions and workstreams required for completion of the Acquisition, as follows:
- Deposit - The Acquisition deposit of US$1.5 million was paid following signature of the Acquisition Agreement, as announced on 14 April 2026.
- Regulatory approvals - following signature of the Acquisition Agreement, the Company applied to the New Zealand government for Ministerial consent to the change of control of the permits. Meetings have been held with New Zealand Petroleum and Minerals, the relevant regulatory authority, and the approvals process is ongoing. The Company expects Ministerial consent to be received in early October 2026, with completion of the Acquisition following shortly thereafter, although neither consent nor its timing can be guaranteed.
- Permit status - as announced by the Company on 13 August 2026, the exploration permit covering the Puka area has been converted into a petroleum mining permit. All of Matahio NZ’s permits are therefore in good standing and the framework is in place for the drilling of the Oru-2 exploration well, which the Company is planning for the first quarter of 2027.
- Consideration payable at completion – Ongoing analysis of the revenues and costs of the Matahio NZ business since the effective date of 1 January 2026, along with customary cash adjustments, lead the Company to forecast the net amount payable to the Seller on completion of the Acquisition to be approximately US$3.6 million, compared with the US$5.0 million expected at the time the Acquisition Agreement was signed. The balance of the consideration due to the Seller takes the form of deferred consideration, payable 12 calendar months after completion.
Original funding structure for the Acquisition
As detailed in the announcement of 8 April 2026, a structure was agreed with the Seller regarding funding of the Acquisition to completion through a combination of:
- director loans and share subscriptions;
- a retail offer; and
- the issue of unsecured convertible loan notes (the "CLNs") to Alumni Capital Limited (“Alumni Capital”).
Since Q4 2025, the Board has collectively invested an aggregate of £2.23 million in securities in the Company, through a combination of equity and debt, with the majority of those funds being applied towards the Acquisition. This amount includes a total investment of £2.04 million made by Dr Andy Butler (Chief Executive Officer of the Company).
Additionally, as well as an equity subscription of £900,000, Alumni Capital agreed to subscribe for the CLNs in three tranches up to an aggregate maximum of £4,250,000.
The first tranche of CLNs, totalling £1,250,000, was drawn down in full by the Company following the general meeting of the Company held on 29 April 2026. On three separate dates during May to July 2026, Alumni Capital converted CLNs totalling £850,000 into Ordinary Shares and, as announced on 29 July 2026, Dr Andy Butler, Chief Executive Officer, acquired the remaining outstanding drawn down CLNs, with a face value of £400,000, from Alumni Capital. The second tranche was not drawn down by the Company. In addition, the third tranche remains undrawn and in place, pending completion of the Acquisition or refinancing via the Fundraising (at which stage it will be cancelled).
Replacement of CLNs by Fundraising
It is the intention of the Directors that the funds required to complete the Acquisition will be provided by utilising part of the net proceeds of the Fundraising, rather than drawing down on the CLNs and that the undrawn CLNs be cancelled following the passing of the Resolutions at the General Meeting. The Directors believe that this approach is in the best interests of Shareholders, on the basis that the Fundraising provides permanent capital at a known price without the uncertainties of conversion timing and resultant pricing associated with the CLNs.
If drawn, the outstanding balance of the CLNs could be converted into new Ordinary Shares with a 10% finance charge at any time before repayment at the higher of: (i) a 15% discount to the lowest daily volume weighted average price on any of the 10 trading days immediately prior to the date of the relevant conversion (or, for as long as an event of default is continuing, a 35% discount); and (ii) the nominal value of the Ordinary Shares, i.e. the number of Ordinary Shares issued on conversion would not be fixed at the time of drawdown and result in the grant of further warrants (details of which were announced by the Company on 8 April 2026). In addition, conversion of the CLNs would result in the issue of a material number of warrants. Further drawdowns would therefore be expected to result in greater dilution for existing Shareholders than would be the case if the Fundraising is completed in full. Raising equity at a fixed price also provides the Company with certainty as to the funds available to complete the Acquisition and, in the Board's view, provides a more appropriate capital structure for the Company.
Timor-Leste and Philippines updates
Following involuntary postponement of appraisal drilling in the Chuditch PSC planned for 2025, the Company announced on 8 April 2026 that its subsidiary SundaGas Banda Unipessoal Lda (“SundaGas”) had entered into a letter of intent with Finder Energy Holdings Limited (ASX: FDR) (“Finder”) with a view to collaborating on a combined drilling campaign, under which the Chuditch-2 well would be drilled alongside the development wells that Finder is preparing to drill on the neighbouring Kuda Tasi and Jahal fields.
As announced on 19 June 2026, the Company received from the Autoridade Nacional do Petróleo e Minerais (“ANP”) a notice of intention for termination (the “Notice”) of the Chuditch PSC for breach, on the grounds that the Company failed to fulfil its minimum exploration work requirements for contract year 3 of the PSC, namely, to drill Chuditch-2 by 18 June 2026 (the “Breach”). Pursuant to the Notice and the PSC, SundaGas is afforded the opportunity to submit written representations to ANP concerning the Breach within 120 days of the Notice, that is 16 October 2026, before ANP makes a final decision on termination (in relation to which it has sole discretion). The Notice also sets out that ANP may consider granting an extension for the period for the fulfilment of the minimum exploration work requirements for contract year 3 of the PSC, subject to SundaGas providing evidence of a binding signed contract for a rig to drill Chuditch-2 in calendar year 2027. Following receipt of the Notice, Sunda has been conducting discussions with government-owned partner TIMOR GAP concerning operational and funding plans for Chuditch-2 and liaising with ANP. Discussions are collaborative and positive, and the Company looks forward to providing further information in due course. Planned activities in Timor-Leste remains subject to the extension of the Chuditch PSC and to the outcome of those discussions. There can be no guarantee that these discussions will be successful and that a further extension will be granted, although the Board remain confident of a positive outcome.
In the Philippines, the Company holds a 37.5 per cent. interest in Service Contracts 80 and 81 in the Sulu Sea, which are both operated by Tetragon Energy (ASX: TET) (“Tetragon”). The acreage contains the Dabakan-1 and Palendag-1 gas discoveries and a portfolio of undrilled prospects and leads. As noted in the Company’s announcement on 3 September 2026, Tetragon estimate Mid Case (2U) Prospective Resources for the largest prospect (Halcon) as 8.0 Tcf gross (3.0 Tcf net to Sunda’s working interest) with a geological chance of success of 24%. Reprocessing of the existing 2D and 3D seismic data over the acreage is ongoing, and the new data will be used to develop a full updated technical inventory of the fields, prospects and leads. The joint venture intends to run a farm-out process during 2027 with the objective of securing a partner to carry the cost of high-impact exploration drilling.
Use of proceeds
The Board has proposed the Fundraising in order to enable the Company to:
- Fund the consideration payable on completion of the Acquisition, currently expected to be approximately US$3.6 million;
- Fund seismic reprocessing, further geological and geophysical studies and operator charges in respect of Service Contracts 80 and 81 in the Sulu Sea, Philippines, in which the Company holds a 37.5 per cent. interest, ahead of a planned farm-out process in 2027;
- Fund the costs associated with the Chuditch PSC (in which the Company currently holds a 60 per cent. interest and which it operates), while the Company continues its discussions with the ANP regarding an extension to the current phase of the PSC, and with TIMOR GAP regarding the funding of an appraisal well; and
- Provide general working capital for the Company and the costs of the Fundraising.
In order to support the Matahio NZ operating business through the early stages of Sunda's ownership, the Company is also seeking to put in place a revolving credit facility of up to US$5.0 million. This facility is to be established in order to manage the working capital cycle associated with the approximately three-monthly oil lifting schedule. Discussions are at an advanced stage with a specialist lender with whom the Company is working towards having this revolving credit facility in place with Matahio NZ by the time the Acquisition completes or shortly thereafter. Shareholders should note that neither the Fundraising nor the Acquisition are conditional on such a revolving credit facility being in place. There can be no guarantee that the revolving credit facility will be put in place nor as to its final terms or timing of establishment.
Shareholders and potential investors should note that the Fundraising is not conditional on completion of the Acquisition. In the unlikely event that the Fundraising completes and the Acquisition does not complete, the Company would consider alternative means of deploying the capital from the Fundraising in accordance with its overall strategy, including, but not limited to, providing further funding for alternative new business initiatives, its existing Southeast Asia focused gas portfolio and additional working capital.
Details of the Fundraising
The Placing
The Company has conditionally raised £5.03 million (before expenses) by way of a placing by Allenby Capital and Hannam, as joint brokers to the Company, with institutional and other investors, of 335,126,320 Placing Shares at the Issue Price pursuant to the terms of the placing agreement entered into between the Company and the Joint Brokers in relation to the Placing (the "Placing Agreement").
The Placing is being conducted in two tranches, as follows:
- a Firm Placing of 76,780,601 Firm Placing Shares, to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis; and
- a Conditional Placing of 258,345,719 Conditional Placing Shares, to be issued conditional upon, amongst other things, the passing of the Resolutions at the General Meeting.
The Placing Shares will represent approximately 39.82 per cent. of the enlarged share capital of the Company (as enlarged by the Placing Shares, the Subscription Shares and the Retail Offer Shares, assuming that the Retail Offer is subscribed in full – further details of the Retail Offer are set out below) (the “Enlarged Share Capital”) and will rank pari passu with the existing Ordinary Shares.
Under the terms of the Placing Agreement, Allenby Capital and Hannam, as joint brokers to the Company for the purposes of the Placing, have agreed to use their reasonable endeavours to procure placees for the Placing Shares at the Issue Price. The Placing Agreement contains certain warranties and indemnities given by the Company to Allenby Capital and Hannam in connection with the Placing and other matters relating to the Company and its business. The Placing is not being underwritten by Allenby Capital and Hannam nor any other person.
The Firm Placing is conditional upon, amongst other things, the Placing Agreement not having been terminated in accordance with its terms and First Admission (as defined below) becoming effective on or before 8.00 a.m. on 24 September 2026 (or such later time and/or date as the Company, Allenby Capital and Hannam may agree, but in any event by no later than 8.00 a.m. on 8 October 2026).
The Conditional Placing is conditional upon, amongst other things, the Resolutions being passed at the General Meeting, the Placing Agreement not having been terminated in accordance with its terms and Second Admission (as defined below) becoming effective on or before 8.00 a.m. on 12 October 2026 (or such later time and/or date as the Company, Allenby Capital and Hannam may agree, but in any event by no later than 8.00 a.m. on 26 October 2026).
The Firm Placing is not conditional on the Conditional Placing, the Subscription, the Retail Offer, or the passing of the Resolutions at the General Meeting.
The Subscription
The Subscription comprises the issue of an aggregate of 14,873,680 Subscription Shares at the Issue Price to conditionally raise proceeds of approximately £0.22 million before expenses for the Company.
A member of the senior management team and certain other investors have entered into subscription agreements with the Company to conditionally subscribe for 14,873,680 Subscription Shares at the Issue Price.
The Subscription is being conducted in two tranches, as follows:
- a Firm Subscription of 3,407,690 Firm Subscription Shares, to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis; and
- a Conditional Subscription of 11,465,990 Conditional Subscription Shares, to be issued conditional upon, amongst other things, the passing of the Resolutions at the General Meeting.
The Firm Subscription is conditional upon First Admission (as defined below) becoming effective on or before 8.00 a.m. on 24 September 2026 (or such later date as the Company, Allenby Capital and Hannam may agree, but in any event being not later than 8.00 a.m. on 8 October 2026).
The Conditional Subscription is conditional upon, inter alia: (i) the passing of the Resolutions; and (ii) Second Admission (as defined below) becoming effective on or before 8.00 a.m. on 12 October 2026 (or such later date as the Company, Allenby Capital and Hannam may agree being not later than 8.00 a.m. on 26 October 2026). Accordingly, if such conditions are not satisfied or, if applicable, waived, the Conditional Subscription will not complete.
The Subscription Shares will rank pari passu with the Existing Ordinary Shares.
Retail Offer
The Company is also pleased to announce that there will be a separate conditional retail offer of up to 35,000,000 Retail Offer Shares via the WRAP Platform to raise up to £0.525 million (before expenses) at the Issue Price.
The Company values its retail shareholder base and believes that it is appropriate to provide eligible Retail Investors, being existing Shareholders in the United Kingdom, with the opportunity to participate in the Retail Offer. The Company is using the WRAP Platform to conduct the Retail Offer. The terms and conditions of the Retail Offer will be set out in an announcement to be made by the Company shortly.
The Retail Offer is conditional on the passing of the Resolutions at the General Meeting.
Issue Price
The Issue Price represents a discount of approximately 45.5% against the closing mid-market price of 2.75p per Ordinary Share on 9 September 2026, being the last practicable date prior to the Company entering into the Capital Access Window.
Admission to trading
Application has been made to the London Stock Exchange for the Firm Placing Shares and Firm Subscription Shares to be admitted to trading on AIM ("First Admission"). It is expected that First Admission will become effective and that dealings in the Firm Placing Shares and Firm Subscription Shares on AIM will commence at 8:00 a.m. on or around 24 September 2026.
Application will be made to the London Stock Exchange for the Conditional Placing Shares, the Conditional Subscription Shares and the Retail Offer Shares to be admitted to trading on AIM ("Second Admission"). Subject to, inter alia, the passing of the Resolutions at the General Meeting, it is anticipated that Second Admission will become effective and that dealings in the Conditional Placing Shares, the Conditional Subscription Shares and the Retail Offer Shares will commence on AIM at 8.00 a.m. on or around 12 October 2026.
General Meeting
The General Meeting is proposed to be held at 10.00 a.m. on 8 October 2026. A circular, which will provide further details of the Fundraising and will include a notice convening the General Meeting, is expected to be sent to Shareholders on or around 22 September 2026. A further announcement will be made by the Company in due course.
Capital Access Window & Restoration of Trading
As detailed in the Company's announcement of 10 September 2026 titled "Capital Access Window - Trading Halt", the Company entered a Capital Access Window with effect from 7:30 a.m. on 10 September 2026 in connection with the Placing.
Following the announcement of the Placing and Subscription, the Capital Access Window has now closed and normal trading in the Company's existing Ordinary Shares is expected to resume at 7:30 a.m. on 22 September 2026.
Total Voting Rights
On First Admission, the Company's issued ordinary share capital will consist of 536,717,896 Ordinary Shares, with one vote per share. The Company does not hold any Ordinary Shares in treasury. Therefore, on First Admission, the total number of Ordinary Shares and voting rights in the Company will be 536,717,896. With effect from First Admission, this figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
A further announcement will be made in relation to the total voting rights in the Company's share capital following Second Admission.
ENDS
For further information, please contact:
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Sunda Energy Plc Andy Butler, Chief Executive Rob Collins, Chief Financial Officer
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Tel: +44 (0) 20 7770 6424 |
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Allenby Capital Limited (Nominated Adviser and Joint Broker) Nick Athanas, Nick Harriss, Ashur Joseph (Corporate Finance) Kelly Gardiner (Sales and Corporate Broking)
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Tel: +44 (0) 203 328 5656 |
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Hannam & Partners Advisory Limited (Advisor and Joint Broker) Neil Passmore (Corporate Finance) Leif Powis (Sales)
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Tel: +44 (0) 20 7907 8502
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Celicourt Communications (Financial PR and IR) Mark Antelme, Philip Dennis, Charles Denley-Myerson |
Tel: +44 (0) 20 7770 6424 sunda@celicourt.uk
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Glossary
GLOSSARY
“1U” denotes a low estimate scenario of Prospective Resources
“2U” denotes a best estimate scenario of Prospective Resources
“3U” denotes a high estimate scenario of Prospective Resources
“boe” barrels of oil
“boepd” barrels of oil equivalent per day
“Prospective Resources” those quantities of petroleum which are estimated, on a given date, to be potentially recoverable from undiscovered accumulators
“Reserves” reserves are defined as those quantities of petroleum which are anticipated to be commercially recovered from known accumulations from a given date forward.
“Tcf trillion standard cubic feet of natural gas
IMPORTANT NOTICES
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Brokers will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").
Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Joint Brokers will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Forward Looking Statements
This announcement includes 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", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' beliefs or current expectations. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
Notice to overseas persons
This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in Australia, Canada, Japan, New Zealand, the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.
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 U.S. Securities Act of 1933, as amended, 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.
General
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) or any previous announcement made by the Company is incorporated into, or forms part of, this announcement.
Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser and Joint Broker to the Company in connection with the Placing. 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 Placing. 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, save that nothing shall limit the liability of Allenby Capital for its own fraud.
Hannam, 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. Hannam will not be responsible to any person other than the Company for providing the protections afforded to clients of Hannam or for providing advice to any other person in connection with the Placing. Hannam has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Hannam for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, save that nothing shall limit the liability of Hannam for its own fraud.
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