The Company is pleased to announce that, further to its announcement of 6 August 2018, it is today posting a circular (the “Circular”) to applicable Qualifying Shareholders regarding an Open Offer to raise up to approximately £1.2 million through the issue of up to 52,439,328 Open Offer Shares at an issue price of 2.25 pence per share.
This is in line with the Director’s previously stated intention to launch the Open Offer shortly following the announcement of the Placing to enable Shareholders who were unable to take part in the Placing to have an opportunity to participate in the proposed issue of Open Offer Shares. The Circular will be also be made available today on the Company’s website at www.solooil.co.uk.
The Open Offer is being made to applicable Qualifying Shareholders on the register of members of the Company as at the Record Date, being the close of business on 14 August 2018.
Shareholder approval is being sought in connection with the Open Offer at the General Meeting which is convened for 11.00 a.m. on 13 September 2018 at the offices of Buchanan Communications at 3rd Floor, 107 Cheapside, London EC2V 6DN.
The Open Offer
The Company announced on 6 August 2018 that it had raised approximately £2.41 million (before expenses) through a Firm Placing and a Conditional Placing involving the issue and allotment of 107,310,847 New Placing Shares. The Firm Placing Shares were placed pursuant to authorities granted to the Directors at the Company’s annual general meeting held on 24 July 2017 and the Conditional Placing Shares were placed pursuant to the Conditional Placing Resolutions passed at the AGM. The Firm Placing Shares and the Conditional Placing Shares are conditional upon First Admission (which is expected to become effective with dealings in the New Placing Shares to commence on 16 August 2018). The Placing was not underwritten.
In addition, the Company further announced on 6 August 2018 its intention to raise up to a further £1.2 million through an Open Offer to Qualifying Shareholders. The detailed terms of the Open Offer are set out in the Circular.
In order to provide Shareholders who did not take part in the Placing with an opportunity to participate in the proposed issue of Open Offer Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe at the Issue Price for an aggregate of 52,439,328 Open Offer Shares, to raise up to £1.2 million (before expenses). Qualifying Shareholders have a Basic Entitlement of 1 Open Offer Share for every 9 Existing Ordinary Shares registered in the name of the relevant Qualifying Shareholder on the Record Date. If any Open Offer Shares are not subscribed for by the Qualifying Shareholders, the Company may allot and issue the Open Offer Shares to the Conditional Placees at any time before the expiry of the 90 day period described in Resolutions 1 and 3 in the Notice of General Meeting set out at the end of the Circular up to the maximum number of Open Offer Shares. The Open Offer is not being underwritten.
The Issue Price represents a discount of approximately 5 per cent. to the Closing Price on 3 August 2018 (being the date that the pricing for the Placing was determined). Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. The Open Offer is conditional, inter alia, on the passing of the Resolutions at the General Meeting. The Resolutions are contained in the Notice of General Meeting at Part V of the Circular.
The Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of the Open Offer Shares on a pre-emptive basis whilst providing the Company with additional capital to invest in the business of the Company.
Background to and reasons for the Placing and the Open Offer and use of proceeds
Solo is reaching a critical stage in realising shareholder value in some of its key investments. It will therefore be vitally important that the Company retains its equity positions in those investments in the coming months. The Board is preparing itself for probable cash calls likely to be made by the various operators in order to fund the on-going operations in these investments, especially in the Ruvuma Basin, in the short to medium term. Non-payment of cash calls under the various joint venture contractual relationships has significant potential penalties in diluting the Company’s equity position in the underlying assets which therefore risks eroding shareholder value in Solo.
Solo’s Board has estimated this call on capital, including corporate and financing costs to be in the range of £2-3 million in the coming 12 months. These estimates exclude possible drilling expenditures in the Ruvuma Basin or at Horse Hill, which will require further capital, and represent the Board’s best estimate whilst we await confirmation from the operators on timing, the contracting of key services and the necessary governmental approvals.
On receipt of the Fundraising proceeds, the Company also intends repaying, in full, the outstanding balance of principal, interest and fees relating to the convertible loan facility arranged by RiverFort Global Capital Limited in November 2017, being approximately £650,000. The repayment, once finalised, will be separately announced.
Whilst the Board continues to actively explore options to monetise the Company’s portfolio, the Company must ensure that it has sufficient capital to retain its equity positions whilst effectively negotiating the best outcome for Shareholders.
The Board sees significant potential upside remaining in the Company’s assets and envisage that activity levels across the Company’s investments in the year ahead will remain high. The Board has elected to undertake an Open Offer in order to enable all Qualifying Shareholders the opportunity to participate in this equity placement at the Issue Price.
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