UK Oil and Gas Plc (AIM: UKOG) is pleased to announce an offer to its existing retail shareholders via CMC CapX (the “Retail Offer”) of new ordinary shares of £0.000001 each in the capital of the Company (the “Retail Offer Shares”).
In addition to the Retail Offer, the Company is also conducting a placing (“Placing”) of new ordinary shares (the “Placing Shares” and together with the Retail Offer Shares, the “Fundraising Shares”). The price of the Fundraising Shares is 0.025p (the “Issue Price”).
A separate announcement has been made regarding the Placing and its terms. For the avoidance of doubt, the Retail Offer is separate from and does not form part of the Placing.
The Retail Offer and the Placing are conditional on the Fundraising Shares being admitted to trading on the AIM market operated by London Stock Exchange plc (“Admission”). Admission is expected to take place at 8.00 a.m. on or around 27 November 2024. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing.
The Retail Offer
The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer via participating financial intermediaries.
Therefore, the Company is making the Retail Offer open to Eligible Shareholders (as defined below) in the United Kingdom via the CMC CapX following release of this announcement.
To be eligible to participate in the Retail Offer, applicants must be: (i) a retail shareholder of the Company on or prior to the release of this announcement; and (ii) resident in the United Kingdom; and (iii) a customer of a participating intermediary (such persons being “Eligible Shareholders”).
The Retail Offer is expected to close by 5p.m. on 20 November 2024, but the Company reserves the right to close it earlier. Eligible Shareholders should note that financial intermediaries may also have earlier closing times.
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Expected timetable |
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Retail Offer opens |
7am on 19 November 2024 |
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Retail Offer closes |
5pm on 21 November 2024 |
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Announcement of the results of the Retail Offer |
7am on 22 November 2024 |
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Admission of the Retail Offer Shares and crediting of CREST accounts |
on or around 8am on 27 November 2024 |
The dates and times specified above are subject to change. In particular, the Company may (with the prior approval of CMC Markets UK plc) bring forward, extend or postpone the closing time and date for the Retail Offer. In the event that a date or time is changed, the Company will notify financial intermediaries who have applied for Retail Offer Shares on behalf of retail investors by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.
Other retail brokers or wealth managers which, in each case, are investment professionals (within the meaning of article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005), wishing to participate in the Retail Offer on behalf of Eligible Shareholder, should contact CMC CapX via email to capx@cmcmarkets.com or by telephone on +44 (0) 20 3003 8632.
Eligible Shareholders wishing to subscribe for Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the Retail Offer.
There is a minimum subscription of £250 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
The Company reserves the right to scale back any order under the Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it is irrevocable and cannot be withdrawn.
The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing ordinary shares in the capital of the Company (“Ordinary Shares”) including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended (“EUWA”). It is a term of the Retail Offer that the aggregate total consideration payable for the Retail Offer Shares will not exceed £150,000 (or the equivalent in Euros). The exemption from the requirement to publish a prospectus in section 86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will apply to the Retail Offer. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the FCA, or for approval of the same by the FCA.
The Retail Offer is not being made into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Retail Offer and investors’ commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Disclosure Guidance and Transparency Rules, the AIM Rules for Companies, the Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of United Kingdom law by virtue of EUWA.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.
An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
For Further Information
For further information, please contact:
UK Oil & Gas Plc
Stephen Sanderson / Matt Cartwright Tel: 01483 941493
