Proposed Subscription and Open Offer to raise up to approximately US$1.8 million (£1.35 million)
Borders & Southern (AIM: BOR), a London-based independent oil and gas exploration company, is pleased to announce its intention to undertake fundraising:
– of approximately US$600,000 (approximately £450,000) before expenses by way of direct subscription (the “Subscription”) for 34,702,000 new ordinary shares (the “Subscription Shares”); and
– of up to approximately US$1.2 million (approximately £900,000) before expenses by way of an open offer (the “Open Offer”) of up to 69,156,926 new ordinary shares (the “Open Offer Shares”)
at an issue price of 1.3 pence per new ordinary share (the “Issue Price”) (the Subscription and Open Offer together the “Fundraising”; the Subscription Shares and the Open Offer Shares together the “New Ordinary Shares”).
The Chairman, Harry Dobson, is the sole participant in the Subscription and has agreed to invest approximately US$600,000 (approximately £450,000) in new Ordinary Shares by subscribing for all of the Subscription Shares through the Subscription  . The Chairman is a “related party” under the AIM Rules for Companies and, accordingly, his participation in the Subscription constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules. The other Directors, being Howard Obee, Peter Fleming and William Hodson are not participating in the Fundraising and are therefore deemed to be independent Directors for the purposes of the Fundraising. Such other Directors, having consulted with Strand Hanson Limited, the Company’s nominated adviser, are of a view that the terms of the Subscription are fair and reasonable in so far as the Company’s shareholders (the “Shareholders”) are concerned.
As part of the Fundraising, the Company proposes to raise further funds of up to US$1.2 million (approximately £900,000) by the issue of up to 69,156,926 new Ordinary Shares pursuant to an Open Offer to qualifying Shareholders at the Issue Price, thereby implying an allocation of 1 new Ordinary Share for every 7 Ordinary Shares held.
The New Ordinary Shares issued pursuant to the Fundraising will be issued as fully paid and will rank pari passu in all respects with each other and with the Company’s existing ordinary shares (the “Ordinary Shares”) from their admission to trading on AIM, assuming the Fundraising is approved by Shareholders.
In the event that the exchange rate of British Pounds Sterling to United States Dollars fluctuates significantly before the date of a Circular relating to the Fundraising (the “Circular”), the number of New Ordinary Shares to be issued may change  .
The Fundraising is subject to approval by Shareholders at the General Meeting, the details of which will be announced and the associated circular posted to shareholders shortly. The Subscription is conditional, inter alia, on admission of the Subscription Shares to trading on AIM becoming effective, the agreement governing the Open Offer not being terminated in accordance with its terms and the passing of the Resolutions by Shareholders at the General Meeting. The Open Offer is conditional on admission of the shares to be issued pursuant to the Open Offer to trading on AIM becoming effective, the Subscription having become unconditional and the passing of the Resolutions by Shareholders at the General Meeting.
The net proceeds of the Fundraising will be used to enable the Company to continue to explore the best options to appraise and develop its Darwin gas/condensate discovery, as well as for general working capital purposes.
Assuming the Open Offer is fully subscribed for, the New Ordinary Shares issued (pursuant to the Subscription and the Open Offer) will represent up to approximately 21 per cent. of the Company’s currently issued share capital. The Issue Price of 1.3 pence per New Ordinary Share represents a discount of approximately 25 per cent. to the closing mid-market price of 1.73 pence per Ordinary Share on 3 March 2022.
For further information please visit www.bordersandsouthern.com or contact:
Borders & Southern Petroleum plc
Howard Obee, Chief Executive
Tel: 020 7661 9348
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