Proposed fundraising to raise up to approximately US$1.8 million
Dublin and London – 17 June 2022 – Providence Resources P.l.c. (PVR LON, PRP ID), the Irish based energy company (“Providence” or the “Company”), announces its intention to conditionally raise up to approximately $1.8 million (before expenses) (the “Fundraising”) through the issue of Placing Securities and Subscription Securities (each of which shall comprise one New Ordinary Share and one 1.5p Warrant) at a price of STG£0.015 each (the “Issue Price”). The Fundraising comprises a placing to institutional and other investors (the “Placing”) and a subscription by certain investors as described further below (the “Subscription”).
The Issue Price represents a discount of 35 per cent. to the closing price of STG£0.023 on 16 June 2022, being the latest practicable date on which the Company’s shares traded on AIM and Euronext Growth ahead of this announcement.
The Placing is being conducted through an accelerated Book Build process (the “Book Build”) which is being managed by Davy, the Company’s broker (the “Bookrunner”).
The Book Build will open with immediate effect following release of this announcement. The final amount to be raised pursuant to the Fundraising and the number of Placing Securities to be issued in the Placing will be agreed by the Bookrunner and the Company at the close of the Book Build. The timing of the closing of the Book Build and allocations are at the discretion of the Bookrunner and the Company. Details of the number of Placing and Subscription Securities to be issued will be announced as soon as practicable after the close of the Book Build.
Reasons for the Fundraising and Use of proceeds
The Fundraising is required to address the Company’s near-term working capital requirements as well as to pursue its Lease Undertaking application for Barryroe. Providence continues to press the DECC for consent to its Barryroe lease undertaking application. In addition, some of the proceeds will be used to progress preparation for an appraisal well in 2023, subject to award of the Lease Undertaking.
One class of warrants, the 1.5p Warrants, will be issued to Placees and Subscribers.
Placees and Subscribers will, subject to certain terms and conditions, be issued one 1.5p Warrant for each Placing Share or Subscriber Share (as appropriate) acquired by them in the Fundraising.
The allotment and issue of the Warrants is subject to and conditional upon the passing of the Warrant Resolutions at the AGM by the requisite number of shareholders as required pursuant to the Companies Act (the “Warrant Condition”). If the Warrant Condition is not satisfied, the Warrants will not be issued to the Placees and Subscribers. The issue of the Placing Shares and Subscription Shares is not conditional on the passing of the Warrant Resolutions.
On issue, the Warrants will entitle holders to subscribe for one new Ordinary Share for each Warrant held at an exercise price of £0.015 per Ordinary Share at any time for a period of 12 months following the passing of the Warrant Resolutions.
If the Warrants are not exercised by their respective final exercise dates (being the date falling 12 months following the date of satisfaction of the Warrant Condition) the Warrants shall lapse and shall no longer be capable of being exercised.
The Warrants will be non-transferable and issued in registered form, with the register of Warrants being kept by the registrar of the Company.
Warrant certificates representing the relevant number of Warrants to be issued to Placees and Subscribers, are expected to be despatched by post within 14 Business Days of the date of satisfaction of the Warrant Condition, at the sole risk of warrant holders.
Details of the Fundraising
The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together, the “Announcement”).
Application will be made to the London Stock Exchange and Euronext Dublin for the New Ordinary Shares to be admitted to trading on AIM and Euronext Growth. It is expected that admission to trading on each exchange (“Admission”) will become effective and that dealings in the New Ordinary Shares will commence on AIM and Euronext Growth at 8.00am on 22 June 2022.
The New Ordinary Shares will be issued and credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the date of their allotment and will otherwise rank on Admission pari passu in all respects with each other and with the existing Ordinary Shares in the Company.
Issue of Placing Shares – Conditions
The issue of the Placing Shares is conditional upon, amongst other things:
· the Bookrunner and the Company agreeing the number of Placing Securities at the close of the BookBuild;
· the Placing Agreement having become unconditional (save for Admission and the Warrant Condition) and not having been terminated in accordance with its terms prior to Admission;
· the Subscription Agreements having become unconditional (save for Admission and the Warrant Condition); and
· Admission taking place by no later than 8.00am on 22 June 2022 (or such later date as the Bookrunner may agree in writing with the Company), being not later than 8.00am on the Long Stop Date.
If any of these conditions are not satisfied, the Placing Securities will not be issued, the Admission of the New Ordinary Shares will not take place and the Placing Warrants will not be issued.
Issue of Placing Warrants – Additional Condition
In addition to the foregoing conditions, the allotment, issue and exercise of the Placing Warrants is conditional upon the satisfaction of the Warrant Condition. If the Warrant Condition is not satisfied, the Placing Warrants will not be issued.
Pursuant to the Placing Agreement, the Bookrunner, as agent for the Company, have agreed to use its reasonable endeavours to procure subscribers for the Placing Securities at the Issue Price. The Placing Agreement contains customary warranties given by the Company in favour of the Bookrunner in relation to, inter alia, the accuracy of the information in this announcement and other matters relating to the Company and its business.
The Bookrunner has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of any of the warranties or a material adverse change.
The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Placing and Admission including all legal and other professional fees, commissions and expenses.
The Placing Securities have not been made available to the public and have not been offered or sold in any jurisdiction where it would be unlawful to do so.
The Company has entered into subscription agreements with a number of investors (the “Subscribers”) dated 17 June 2022 (the “Subscription Agreements”) pursuant to which each of the Subscribers have, respectively, agreed, conditional upon Admission occurring, the Placing Agreement becoming otherwise unconditional save for the Warrant Condition and not having been terminated on or before Admission, to subscribe for Subscription Securities at the Issue Price.
The issue by the Company of the Subscription Warrants is subject to the satisfaction of the Warrant Condition. If the Warrant Condition is not satisfied by the Company, the Subscription Warrants will be not be issued to the Subscribers.
The Subscription Agreement contains customary representations and warranties:
a) from the Company in favour of each of the Subscribers, respectively; and
b) from each of the Subscribers, respectively in favour of the Company.
This Announcement should be read in its entirety. In particular, your attention is drawn to the “Important Notices” section of this Announcement, to the detailed terms and conditions of the Placing and further information relating to the Book Build described in the Appendix to this Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Securities, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
(i) Each of the times and dates shown above and elsewhere in this announcement are indicative and accordingly are subject to change.
(ii) References to time in this announcement are to Dublin time unless otherwise stated.
(iii) If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by announcement through a Regulatory Information Service.
(iv) The allotment and issue of the Warrants is subject to and conditional upon the satisfaction of the Warrant Condition.
The following exchange rates have been applied for the purposes of this Announcement
For further information please contact the following:
Providence Resources P.l.c. Tel: +353 1 219 4074
James Menton / Job Langbroek
J&E Davy Tel: +353 1 679 6363
Anthony Farrell / Orla Cowser
AM O’Sullivan PR Limited Tel: +353 021 466 3076
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