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IndependentResources (ECHO)

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Friday 23 October, 2015

IndependentResources

Issue of Equity

RNS Number : 2574D
Independent Resources PLC
23 October 2015
 

 

23 October 2015

 

Independent Resources plc

("IRG", the "Company" or the "Group")

Conditional Placing of 133,333,333 new Ordinary Shares ("the Placing Shares")

at a Placing Price of 0.6p per new Ordinary Share (the "Placing Price")

 

Issue of Placing Warrants on 1 for 1 basis at exercise price of 1.0p per new Ordinary Share

 

Proposed Capital Reorganisation

 

Highlights

 

·      Conditional Placing to raise gross proceeds of £800,000 (before expenses)

·      Capital Reorganisation to reduce nominal value of ordinary shares to 0.1p

·      Proceeds used towards cost of investment by IRG's recently formed joint venture company in East Ghazalat production asset, progressing additional production acquisition opportunities in Egypt, fund Ksar Hadada licence costs and general working capital

·      Placing Warrants with exercise price of 1.0p per new Ordinary Share at 66.66 per cent premium to Placing Price to raise up to a further £1.33 million for the Group

·      The Board are working on a number of additional investment opportunities in North Africa

 

Introduction

 

IRG (AIM: IRG), is pleased to announce that it has conditionally raised £800,000 (before expenses) through the issue of 133,333,333 new Ordinary Shares at a price of 0.6p per new Ordinary Share by way of a placing through Brandon Hill Capital  Limited ("Brandon Hill") (the "Placing").

 

Investors in the Placing will also be issued with up to 133,333,333 Placing Warrants on the basis of one Placing Warrant for each Placing Share.

 

The Placing comprises 133,333,333 Placing Shares that the Company expects to issue on 18 November 2015 ("Admission"), together with 133,333,333 Placing Warrants (the " Placing Warrants"), conditional on the passing of required resolutions to be proposed at a general meeting of the Company to be held at 11.00 a.m. on 16 November 2015 (the "General Meeting"). A circular (the "Circular"), containing information in relation to the Placing and convening the General Meeting, is expected to be sent to Shareholders on or before 30 October 2015. The Circular will be available on the Company's website at www.ir-plc.com in due course.

 

Background to and reasons for the Placing

 

IRG's wider strategy remains to build a portfolio of Mediterranean basin based production assets.

 

Earlier this month we announced the formation of a strategic joint venture company with Nostra Terra Oil & Gas Company ("Nostra Terra") ("JVCO").  We announced subsequently that JVCO had acquired an interest in the East Ghazalat producing concession in Western Desert Egypt for a total consideration of US$3.5m.  The initial consideration of US$1.0m was payable by JVCO at completion.  The balance is due in September 2017.

 

The acquisition of an interest in East Ghazalat represents an opportunity to introduce cashflow from producing assets into the Group with significant potential upside.  We believe that our management experience and that of Nostra Terra, combined with the application of modern drilling and production enhancement techniques and rigorous technical and commercial analysis provides the potential to significantly increase production.

 

Our management team has significant in country experience in Egypt which we will apply in ensuring the successful development of East Ghazalat. Greg Coleman worked as a petroleum engineer in Egypt for Amoco for a number of years and in an oversight role with BP on operational and Health, Safety, Security and Environmental issues, while both Brian Hepp (our Chief Operations Officer) and Kevin Dean (our Technical Director) worked on the successful development of fields in the Gulf of Suez and Eastern Desert.

 

While the cashflows generated by our working interest in East Ghazalat will help reduce our future reliance on equity markets for financial support, the Group now requires additional working capital to meet its share of the investment by JVCO in East Ghazalat, progress additional investment opportunities and maintain general working capital.  

 

The Board has been reluctant to raise additional equity funds for general working capital purposes prior to securing an interest in a producing asset.  We have now secured an interest in East Ghazalat on what we believe to be attractive terms and therefore are taking this opportunity to strengthen the financial position of the Group while our attentions are focused on developing East Ghazalat and securing follow-on investments on similarly attractive terms.

 

We are currently advancing a number of potential investment opportunities in Egypt and elsewhere in North Africa.  In order to minimise future equity dilution we will seek, in so far as possible, to introduce debt funding to assist with the future development of East Ghazalat and to recycle cash generated to increase production and fund future investments.

 

If the relevant Placing Resolution is not passed at the General Meeting, and if an alternative source of finance cannot be found in short order, IRG will have extremely limited working capital resources available and is unlikely to be able to continue as a going concern.

 

Capital Reorganisation

 

Under English law, a company is unable to issue shares at a subscription price which is less than their nominal value and therefore a reorganisation of the Company's share capital is required ("the Capital Reorganisation").

 

The nominal value of the Existing Ordinary Shares is 1 pence, and the current market price as at close of trading on 22 October 2015 (being the last practicable date prior to the announcement of the Placing) was 0.72 pence.

 

This, together with market conditions generally, does not make it currently possible for the Company to raise new equity capital at a minimum subscription price of 1 pence per share or more.

 

It is therefore proposed that the Existing Ordinary Shares will be sub-divided into one New Ordinary Share with a nominal value of 0.1 pence and one Deferred Share with a nominal value of 0.9 pence.

 

The Deferred Shares will have no value or voting rights and shareholders will not be issued with a share certificate in respect of the Deferred Shares. They will not be listed on AIM.

 

Accordingly, the Deferred Shares will be practically worthless. The relevant resolution to be proposed at the General Meeting, if passed, will amend the Company's Articles of Association to set out the rights of the Deferred Shares.

 

After the Capital Reorganisation there will be the same number of New Ordinary Shares in issue as there are Existing Ordinary Shares.

 

The New Ordinary Shares will have the same rights as those currently accruing to the Existing Ordinary Shares in issue (save as to par value) under the Articles of Association, including those relating to voting and entitlement to dividends.

 

Shareholders will not be issued with a new share certificate for New Ordinary Shares and the existing one will remain valid.   The International Securities Identification Number ("ISIN") for the Company's ordinary shares will not change.

 

Holders of options and warrants over Existing Ordinary Shares will maintain the same rights as currently accruing to them and will not be issued with new warrant or option certificates.

 

The Placing

 

IRG has conditionally raised approximately £800,000 before expenses from the Placing of 133,333,333 Placing Shares at a price of 0.6p per Ordinary Share.

 

The Placing Shares have been conditionally placed by Brandon Hill with the Directors, certain Senior Managers of the Company, institutional and other shareholders and comprise 133,333,333 Placing Shares that the Company expects to issue, conditional on completion of the Capital Reorganisation and the passing of the Placing Resolution at General Meeting to be held on 16 November 2015.

 

Placees will also be issued with Placing Warrants to subscribe for additional Ordinary Shares at 1.00 pence (representing a premium of approximately 66.66 per cent to the Placing Price) on the basis of 1 Placing Warrant for each Placing Shares subscribed.

 

The Placing Price of 0.6 pence represents a discount of approximately 16.66 per cent. to the closing mid-market price of 0.72 pence on 22 October 2015.

 

Application will be made for the Placing Shares to be admitted to trading on AIM. The Placing Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission or Admission (as applicable). 

 

Admission of the Placing Shares is expected to occur at 8.00 a.m. on 18 November 2015. Following Admission, the Placing Shares will represent approximately 39.7 per cent. of the Company's enlarged issued share capital at that date and the total number of voting rights in the Company will be in respect of 335,924,701 Ordinary Shares.

 

The allotment of the Placing Shares and issue of the associated Placing Warrants is conditional, inter alia, upon the Company obtaining approval of Shareholders at the General Meeting to effect the Capital Restructuring and to grant the Directors authority and to disapply statutory pre-emption rights which would otherwise apply to the allotment of the Placing Shares and the issue of the associated Placing Warrants.

 

The net proceeds of the Placing are expected to be approximately £740,000 (before any of the Placing Warrants are exercised).

 

Issue of Placing Warrants

 

Under the terms of the Placing, warrants over new 133,333,333 New Ordinary Shares will be granted to placees on the basis of 1 Placing Warrant for each Placing Share.

 

Each warrant entitles the holder to subscribe for one new Ordinary Share at an exercise price of 1.0 pence per Ordinary Share, representing a premium of approximately 37.9 per cent to the closing mid-market price of 0.72 pence on 22 October 2015 and 66.66 per cent. to the Placing Price.  The warrants may be exercised at any time until 18 November 2017.

 

If exercised the Placing Warrants will provide the Company with additional working capital.

 

Issue of Broker Warrants

 

Under the terms of the Placing Agreement, the Company has agreed to grant warrants to Brandon Hill over 6,000,000 New Ordinary Shares (representing 5 per cent of those Placing Shares allotted to investors introduced by Brandon Hill).

 

Each Broker Warrant entitles Brandon Hill to subscribe for one new Ordinary Share at the price of 0.72 pence per New Ordinary Share, representing a premium of 20 per cent, to the Placing Price. The warrants may be exercised at any time until 18 November 2018.

 

Directors and management subscription

 

The Directors and senior management are fully supportive of the Placing and have indicated their desire to participate in the Placing. 

 

In order to protect the Group's cash reserves, certain Directors and members of the senior management team have indicated their willingness to convert historical salaries and consultancy fees due of approximately £84,000 on the terms of the Placing, with the Company settling any related personal income tax and National Insurance that falls due.  This will result in a subscription of £54,000 on the Placing terms.

 

The executive Directors and key members of the management team continue to accept salaries that are at a significant discount to peers in the sector and their willingness to apply their fees in subscribing for Ordinary Shares is further evidence of their commitment to creating value for all Shareholders.

 

In addition, certain of the Directors and key management have agreed to subscribe for £26,000 of Placing Shares.

 

The Directors of the Company are all regarded as ''related parties '' (as defined by the AIM Rules for Companies) of the Company. 

 

The participation of the Directors and other members of the senior management team, in the Placing, is therefore regarded as a related party transaction for the purposes of the AIM Rules for Companies.

 

The existing Directors consider, having consulted with Panmure Gordon, the Company's Nominated Adviser, that the terms of this related party arrangement are fair and reasonable insofar as the Shareholders of the Company are concerned.

 

Following Admission the interests of the Directors of the Company will be:

 

Name

Number of shares held at the date of this announcement

Value of Directors' fees to be converted

Number of new Ordinary Shares to be issued by conversion of fees

Number of Placing shares subscribed for in the Placing

% holding following Admission

Grayson Nash

22,705,781

£11,000

1,833,333

3,333,333

8.30%

Greg Coleman

2,046,077

£15,000

2,666,667

-

1.40%

Owain Franks

2,333,333

£-

-

-

0.69%

Martin Miller

-

£-

-

-

-

 

Current trading and prospects

 

On 30 September 2015, the Board announced interim results for the period to 30 June 2015.

 

These results confirmed a loss before taxation from continuing operations for the six months to 30 June 2015 of approximately £0.74 million.  During that time we closed our technical office in Rome and finalised and settled end of employment arrangements with all Italian employees.

 

At 30 June 2015, the Company had consolidated cash balances of approximately £0.4 million.  The Group did not generate any trading revenues in the six months to 30 June 2015, nor has it generated any revenues in the period since then.

 

Since the announcement of the interim results, the Board has continued to focus on the evaluation of opportunities to invest in a producing asset in North Africa.  On 6 October 2015, we announced that through our joint venture with Nostra Terra, we had signed a sale and purchase agreement to acquire an interest in the East Ghazalat producing asset and we announced completion of the East Ghazalat acquisition by JVCO on 15 October 2015.

 

We continue to seek an investment partner for our Ksar Hadada onshore exploration permit in Tunisia.  Farm-out discussions have been held with a number of parties and are ongoing. We have invested significant technical time evaluating the licence prospects and believe that we now have an improved understanding of how best to exploit the opportunity but real progress remains dependent on securing the necessary financial support. 

 

In Italy, we continue to await clarity on the timing of commencement of the planned appeal proceedings at the Regional Administrative Court in Bologna in relation to the Rivara underground gas storage facility.

 

Our focus for future transaction remains on Egypt and a number of potential transactions are under review.  Forthcoming licence rounds may also present opportunities.

 

If the relevant Resolutions to approve the Placing are not passed at the General Meeting and if an alternative source of finance cannot be found in short order, the Company would have extremely limited working capital resources available to it at that point and would be unlikely to be able to continue as a going concern.

 

Use of Proceeds

 

The gross proceeds of the Placing will be utilised by the Company to:

 

·      meet the company's share of the consideration paid by JVCO for the acquisition of a 50 per cent, interest in East Ghazalat;

·      advance evaluation of business opportunities in Egypt and elsewhere in North Africa, including diligence costs

·      cover short-term operating costs and preparation for the Ksar Hadada work programmes;

·      contribute to working capital commitments of the Group; and

·      pay transaction costs associated with the Placing.

 

Costs associated with the Placing are expected to amount to approximately £60,000.

 

The Board remains committed to ensuring that all costs are carefully managed, cash burn rates are kept as low as possible and fees paid to external advisers are kept to a minimum by using in-house capabilities.  

 

Circular and Notice of General Meeting

 

An explanatory circular containing a notice convening a General Meeting of the Company to be held at the offices of Fieldfisher, Riverbank House, 2 Swan Lane, London EC4R 3TT at 11.00 a.m. on 16 November 2015 is expected to be sent to shareholders on or before 30 October 2015. 

 

The business of the General Meeting will be to seek shareholder authority to effect the Capital Reorganisation for the Directors to allot Ordinary Shares and to disapply pre-emption rights in connection with the issue of the Placing Shares and the Placing Warrants, together with the Broker Warrants. 

 

In addition to seeking the authorities necessary to issue the Placing Shares, authority will be sought to allow IRG to satisfy other share issue requirements referred to above and provide the Directors with flexibility to issue some additional Ordinary Shares to raise additional working capital should demand exist. In particular, the Board is of the opinion that having such authority would place the Company in a stronger position to address any short-term funding requirements in a cost effective and efficient manner as well as to pursue other opportunities as they arise.

 

The Circular will also present further information on resolutions to amend the parameters of the Company's share option scheme to incentivise executive directors and key personnel and to increase the number of share options granted.  Further details will be provided in the regulatory news announcement that confirms the posting of the Circular.

 

The Circular will be available to download from the Company's website at www.ir-plc.com in due course. The resolutions that will be proposed at the General Meeting will be further described in the Circular.

 

For more information, please visit www.ir-plc.com or contact:

 

Greg Coleman


Independent Resources plc

020 3367 1134

Feilim McCole








Oliver Stansfield


Brandon Hill Capital

020 3463 5000

Alex Walker


(Joint Broker & Sole Bookrunner)


Jonathan Evans








Mark Taylor


Panmure Gordon (UK) Limited

020 7886 2500



(Nominated Adviser & Joint Broker)






Simon Hudson


Tavistock Communications

020 7920 3150

 

Definitions in this announcement are the same as those included in the Company's circular which is expected to be posted to shareholders during the week beginning 22 October 2015 and which will be available on the Company's website at www.ir-plc.com in due course.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Last time and date of receipt of Forms of Proxy

11:00 a.m. on 13 November 2015

General Meeting

11:00 a.m. on 16 November 2015

Admission and commencement of dealings in the Placing Shares

8:00 a.m. on 18 November 2015

 

References to the time in this document and Notice of General Meeting are to Greenwich Mean Time (GMT).

 

PLACING AND ADMISSION STATISTICS

 

Total number of Ordinary Shares as at the date of this document

202,591,368

Number of New Ordinary Shares in issue following the Capital Reorganisation

202,591,368

Number of Deferred Shares in issue following the Capital Reorganisation

202,591,368

Number of Placing Shares being placed on behalf of the Company

133,333,333

Placing Price

0.6p

Total number of Ordinary Shares in issue following Admission

335,924,701

Gross proceeds of the Placing

800,000

Number of Placing Shares as a percentage of the enlarged issued share capital of the Company at Admission

39.7%

Market capitalisation of the Company immediately following Admission at the Placing Price*

£2.02 million

Number of Placing Warrants being issued at Admission

133,333,333

Number of Broker Warrants being issued at Admission

6,000,000

International Security Identification Number (ISIN)

GB00B0RNX796

EPIC/TIDM

IRG

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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