Launch of Placing, Subscription and Retail Offer
Star Energy Group plc is proposing a conditional fundraising to raise approximately £8.4 million through a placing of new ordinary shares at 15 pence per share, alongside a subscription by directors for £31,000 and a retail offer of up to £0.6 million. The new shares represent approximately 31.5% of the enlarged share capital and are priced at a 9.2% discount to the previous day's closing price. The net proceeds will be used to fund the company's strategy of increasing profitable production through value-accretive acquisitions, primarily in the UK, and selective organic investment opportunities. The company has also recently agreed to sell its Croatian geothermal subsidiary for an initial cash consideration of €1.5 million.
Select text to share a quote on X · sign in to keep highlights & notes in your STAR notes
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF STAR ENERGY GROUP PLC OR OTHER EVALUATION OF ANY SECURITIES OF STAR ENERGY GROUP PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.
Star Energy Group plc
("Star Energy" or the "Company")
Placing and subscription to raise approximately £8.4 million and Retail Offer of up to £0.6 million
Further to the announcement made by the Company of its full results for the year ended 31 December 2025 that was released at 7.00 a.m. on 29 April 2026, Star Energy (AIM: STAR), a British energy company with core activities centring on oil and gas extraction, announces that it is proposing to undertake a conditional placing of approximately 56 million new ordinary shares of 0.002 pence each (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 15 pence per Placing Share (the "Issue Price") to raise gross proceeds (before expenses) of approximately £8.4 million (the "Placing").
The Company also proposes to raise £31,000 (before expenses) by way of a conditional subscription, comprising the issue of 206,665 new Ordinary Shares (the "Subscription Shares") at the Issue Price (the "Subscription"). Ross Glover, Frances Ward, Kate Coppinger, Anthony White, Aneliya Erdly and Philip Jackson, being the directors of the Company ("Directors"), will enter into subscription letters to subscribe for the Subscription Shares at the Issue Price.
In addition to the Placing and the Subscription, it is proposed that there will be a separate conditional retail offer to existing Shareholders via the BookBuild Platform (the "Retail Offer", together with the Placing and the Subscription, the "Fundraising") up to £0.6 million at the Issue Price via the issue of further new Ordinary Shares (the "Retail Offer Shares", together with the Placing Shares and the Subscription Shares, the "New Ordinary Shares").
The New Ordinary Shares (assuming that the maximum number of Placing Shares, Subscription Shares and Retail Offer Shares will be allotted and issued) will represent approximately 31.5 per cent. of the Company's enlarged share capital immediately following Admission (the "Enlarged Share Capital") and the Issue Price represents a discount of approximately 9.2 per cent. to the Closing Price of 16.25 pence per Ordinary Share on 30 April 2026, being the date of the release of this announcement.
The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue.
Background to and reasons for the Fundraising
Over the past 18 months, Star Energy has taken decisive action to right-size the business, strengthen the balance sheet and refocus the Group on value creation from its core UK oil and gas portfolio.
The Group's UK onshore oil and gas business remains cash generative, with production of 1,886 boepd in 2025 and 2026 production guidance of approximately 2,000 boepd. The Singleton gas‑to‑wire project is targeting a Q2 2026 start-up and bolsters production, with a forecast production c.74 boe/d. The portfolio is underpinned by 2P reserves of 15.7 mmboe, a strong operational track record and a material UK tax loss position of approximately £260 million. During 2025, the Group delivered net cash from operations before working capital and tax of £8.7 million, notwithstanding a weaker commodity price environment, and achieved more than £2.0 million of G&A savings.
These actions have created a leaner, more resilient platform from which the Board believes the Company can pursue disciplined growth. The Board's objective is to significantly increase profitable production through a combination of value-accretive acquisitions and selective investment in organic in-field and near-field opportunities within the existing portfolio.
The Board believes that the current UK oil and gas market presents an opportunity for well-capitalised and experienced operators. The sector has been, and continues to be, characterised by consolidation and subsequent portfolio rationalisation, creating opportunities to acquire cash generative production assets from vendors seeking to streamline their asset bases or exit non-core positions. The Directors believe that Star Energy's UK operating experience, reduced cost base and substantial tax loss position provide a strong platform from which to pursue such opportunities.
In parallel, the Group has a number of permitted organic development opportunities within its existing portfolio, including the Glentworth West development and the Corringham infill well.
The Group has also taken steps to sharpen its strategic focus. As announced on 24 April 2026, Star Energy signed an agreement for the sale of its Croatian geothermal subsidiary, IGeoPen d.o.o., to Enna Geo d.o.o. IGeoPen holds the Ernestinovo, Sječe and Pčelić geothermal exploration licences in Croatia. The transaction, which remains subject to completion, comprises initial cash consideration of €1.5 million, of which Star Energy's share is €1.3 million, together with a potential earn-out of €0.5 million per licence payable on the commercial operation date of a geothermal power plant developed on each licence.
The sale is consistent with the Board's disciplined approach to capital allocation. Subject to completion, it is expected to release approximately €5.2 million of restricted cash, remove future licence commitments and ongoing costs associated with the Croatian business, and allow management to concentrate on the Group's UK oil and gas and UK geothermal opportunities. Following completion, Star Energy's geothermal activity will be focused on maintaining a capital efficient UK development platform, where early-stage expenditure can be kept low and progression is expected to be supported by grant funding, third-party capital and/or an improved policy framework.
The Directors therefore believe that the Fundraising represents the logical next step for Star Energy. The business's cost base has been reset, the balance sheet has improved and the Group is now positioned to pursue disciplined, UK-focused growth. The Board believes that additional capital will strengthen Star Energy's ability to increase profitable production, enhance cash generation and support the delivery of shareholder value from a more resilient operating platform.
Use of Proceeds
Star Energy proposes to use the net proceeds of the Fundraising to support its strategy of significantly increasing profitable production through both inorganic and organic means.
A key focus will be the acquisition of value-accretive production assets, initially focused on UK opportunities, including the UK Continental Shelf. The Directors believe that the current market environment is creating opportunities to acquire producing assets from companies seeking to rationalise portfolios, reduce exposure to mature UK assets or reallocate capital elsewhere.
Star Energy intends to focus on operated or non‑operated portfolios of up to approximately 2,500 boepd. The Company will apply a disciplined acquisition framework, with particular emphasis on:
- near-term cash generation;
- robust underlying economics;
- manageable decommissioning exposure;
- limited near‑term capital expenditure requirements;
- clear downside protection; and
- the ability to utilise the Group's UK tax loss position.
The Board believes that acquisitions of profitable UK production assets could be particularly valuable for Star Energy given the Group's approximately £260 million of available UK tax losses, its reduced corporate overhead base and its UK operating and regulatory experience. Where onshore acquisition opportunities arise, the Company may also be able to benefit from operational efficiencies through its existing scalable operating platform.
The net proceeds may also be used to progress selected organic in-field and near-field development opportunities within the Company's existing portfolio. These include permitted projects such as Glentworth West and Corringham, where the Company has identified opportunities to add production and reserves. This expenditure will by its nature be phased.
Any such expenditure will be phased and subject to the Board's capital allocation criteria, with capital deployed only where projected risk-adjusted returns meet the Company's hurdle rates. The Board's priority is to deploy the net proceeds of the Fundraising in a manner that increases profitable production, strengthens the Group's asset base and enhances cash generation. It is envisaged that successful value-accretive acquisitions investment, whether through acquisition or organic development, would provide additional cash flow to support further inorganic and organic growth opportunities, while maintaining the Company's disciplined approach to capital allocation.
Details of the Placing
Zeus Capital Limited ("Zeus") is acting as nominated adviser to Star Energy and broker and bookrunner and VSA Capital Limited is acting as agent in connection with the Placing.
The Placing will be effected by way of an accelerated bookbuild (the "ABB") at the Issue Price.
The ABB will open with immediate effect following the release of this Announcement in accordance with the terms and conditions set out at Appendix I to this Announcement.
The Placing is conditional upon, among other things, (i) the Placing Agreement between the Company and Zeus not having been terminated in accordance with its terms and (ii) the passing of the Resolutions at the General Meeting (see General Meeting section below for further details).
The timing for the close of the ABB and allocation of the Placing Shares shall be at the absolute discretion of Zeus, in consultation with the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by Zeus and the Company at the close of the ABB. The result of the Placing will be announced as soon as practicable thereafter. The Placing is not being underwritten. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.
Details of the Subscription
The Company proposes to raise approximately £31,000 (before expenses) by way of a conditional Subscription, comprising the issue of 206,665 Subscription Shares at the Issue Price. Ross Glover, Frances Ward, Kate Coppinger, Anthony White, Aneliya Erdly and Philip Jackson, being the Directors, will enter into subscription letters to subscribe for the Subscription Shares at the Issue Price.
The Subscription is conditional upon (amongst other things) the passing of the Resolutions, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 19 May 2026 (or such later date and/or time as Zeus and the Company may agree, being not later than 8.00 a.m. on 29 May 2026).
Details of the Retail Offer
The Retail Offer will be directed solely at existing Shareholders and is intended to give retail Shareholders in the Company an opportunity to participate in the Fundraising. A separate announcement will be made by the Company following the close of the Placing regarding the Retail Offer and its terms. Those investors who subscribe for Retail Offer Shares pursuant to the Retail Offer will do so pursuant to the separate terms and conditions of the Retail Offer that are contained in that announcement. The Placing is not conditional upon any minimum amount being raised under the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing. The launch of the Retail Offer will be announced separately following this announcement. The Retail Offer will conclude prior to the deadline for receipt of voting proxy forms in connection with the General Meeting and the Retail Offer Shares shall be admitted simultaneously with admission of the Placing Shares. If the Placing is terminated prior to admission, the Retail Offer shall also lapse.
General Meeting
The Directors do not currently have authority to allot the expected total number of New Ordinary Shares to be issued pursuant to the Fundraising and therefore the Directors will seek further authority to allot the New Ordinary Shares on a non-pre-emptive basis for cash at a general meeting of the Company ("General Meeting"), which is expected to be held at 10.30 a.m. on 18 May 2026. Accordingly, the Fundraising is conditional, inter alia, on the passing of certain resolutions ("Resolutions") by Shareholders at the General Meeting in order to grant such further authority to the Directors.
A circular containing, inter alia, further details of the Fundraising and a notice convening the General Meeting in order to pass the Resolutions (the "Circular"), is expected to be despatched to Shareholders in due course and the Circular, once published, will be notified and made available on the Company's website at https://www.starenergygroupplc.com/.
Shareholders should note that the Fundraising is wholly conditional upon, inter alia, the Resolutions, which are required to implement the Fundraising, being duly passed by Shareholders at the General Meeting.
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on or around 19 May 2026, subject to passing of the Resolutions at the General Meeting.
The New Ordinary Shares will, on Admission, rank pari passu in all respects with the existing Ordinary shares ("Existing Ordinary Shares") in issue and will rank in full for all dividends and other distributions declared, made or paid on Ordinary Shares after Admission. Definitive share certificates in respect of the New Ordinary Shares will be despatched within 10 business days of Admission.
The ISIN number of the New Ordinary Shares is GB00BZ042C28. The TIDM is STAR.
Participation of the Directors in the Fundraising
The Directors have agreed to subscribe for New Ordinary Shares pursuant to the Subscription. The number of New Ordinary Shares subscribed for by each participating Director and their resulting shareholdings upon Admission are set out below:
| Director | Number of Subscription Shares | Number of Ordinary Shares held at the date of this Announcement | Number of Ordinary Shares held following the Subscription |
|---|---|---|---|
| Ross Glover | 40,000 | 442,446 | 482,446 |
| Frances Ward | 33,333 | 203,754 | 237,087 |
| Kate Coppinger | 33,333 | - | 33,333 |
| Anthony White | 33,333 | - | 33,333 |
| Aneliya Erdly | 33,333 | - | 33,333 |
| Philip Jackson | 33,333 | - | 33,333 |
| Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for the General Meeting | 10.30am on 14 May | ||
| General Meeting | 18 May | ||
| Announcement of results of the General Meeting | 18 May | ||
| Admission and commencement of dealings in the New Ordinary Shares on AIM | 19 May | ||
| CREST accounts expected to be credited with New Ordinary Shares in uncertificated form (uncertificated holders only) | 19 May | ||
| Expected dispatch of definitive share certificates in respect of New Ordinary Shares to be issued in certificated form (certificated holders only) | within 10 business days of Admission | ||
| Long Stop Date for Admission | 2 9 May |
Notes:
- All of the above times refer to London time unless otherwise stated.
- The admission and commencement of dealings in the New Ordinary Shares on AIM are conditional on, inter alia, the passing of the Resolution at the General Meeting and Admission.
INFORMATION TO DISTRIBUTORS
UK product governance
Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties.
EEA product governance
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Zeus will only procure investors in Placing who meet the criteria of professional clients and eligible counterparties.
APPENDIX I
Information for Distributors
Representations, warranties and acknowledgements of the Placees
In particular, each such Placee represents, warrants and acknowledges that:
- it is a UK Relevant Person; and
- in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 7(4) of the POATRs:
- the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale (a) to persons in the United Kingdom other than UK Relevant Persons or (b) to persons in any Relevant Member State other than EEA Qualified Investors or (c) or in circumstances in which the prior consent of Zeus has been given to each such proposed offer or resale;
- where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Relevant Persons, the offer of those Placing Shares to it is not treated under the POATRs as having been made to such persons; or
2 in the case of a Relevant Person in a Relevant Member State who acquires any Placing Shares pursuant to the Placing:
- it is an EEA Qualified Investor; and
- in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 5 of the EU Prospectus Regulation:
- the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale (a) to persons in the United Kingdom other than UK Relevant Persons or (b) to persons in any Relevant Member State other than EEA Qualified Investors or (c) or in circumstances in which the prior consent of Zeus has been given to each such proposed offer or resale;
- where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Relevant Persons, the offer of those Placing Shares to it is not treated under the POATRs as having been made to such persons; or
- it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it has authority to exercise, and is exercising, investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;
3 it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement;
4 except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any person on whose account it is acting, as referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S;
6 the Company and Zeus (including its respective affiliates, agents, sub-agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
Details of the Placing Agreement, the Placing Shares and the ABB
Zeus is acting as nominated adviser and the broker in connection with the Placing and Admission. Zeus has entered into the Placing Agreement with the Company under which, among other things, Zeus has agreed to use its reasonable endeavours to procure Placees to take up the Placing Shares, on the terms and subject to the conditions set out therein. Zeus will be acting as retail offer coordinator in relation to the Retail Offer but does not have any responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation, or tort) whatsoever in relation to the Retail Offer.
Zeus will today commence the ABB. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The Placing is not being underwritten.
Zeus shall be entitled to effect the Placing by such alternative method to the ABB as it may, in its absolute discretion following consultation with the Company, determine.
The Placing Shares will, as from the date when they are issued, be fully paid up, rank in full for all dividends and other distributions declared, made or paid on the Existing Ordinary Shares and otherwise rank pari passu in all respects with, and be identical to, the Existing Ordinary Shares.
The Placing Agreement contains certain undertakings and warranties given by the Company and an indemnity given by the Company for the benefit of Zeus. Zeus will have absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and/or the indemnity.
Zeus will have the right to terminate the Placing Agreement in certain circumstances, details of which are set out below.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the New Ordinary Shares (including the Placing Shares) to trading on AIM. Subject to passing of the Resolutions, it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 19 May 2026.
Participation in, and principal terms of, the Placing
Zeus is arranging the Placing as broker and agent of the Company for the purpose of procuring Placees at the Issue Price for the Placing Shares.
1 Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Zeus. Zeus may (but is not obliged to) agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.
2 The number of Placing Shares to be issued at the Issue Price will be determined by Zeus (in consultation with the Company) following completion of the ABB. The number of Placing Shares to be issued will also be announced on an RIS following the completion of the ABB (the "Placing Results Announcement").
3 To bid in the ABB, Placees should communicate their bid by telephone or email to their usual sales contact at Zeus. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for. Bids may be scaled down by Zeus on the basis referred to in paragraph 7 below.
4 A bid in the ABB will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with Zeus's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Zeus, to pay to them (or as Zeus may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares that such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee. Each prospective Placee's obligations will be owed to the Company and Zeus.
5 In the event that any or all of the Placing Conditions (as defined below) are not satisfied or waived (for example, if the requisite majority of the members of the Company does not approve the Resolutions at the General Meeting), no Placing Shares will be issued to the Placees, and the monies payable pursuant to the Placing, if already paid, will be returned without interest to the account of the drawee's bank from which they were originally debited.
6 The ABB is expected to close no later than 8.00 a.m. (London time) on 1 May 2026, but may be closed earlier or later at the discretion of Zeus. Zeus may, in agreement with the Company, accept bids, either in whole or in part, that are received after the ABB has closed.
7 Zeus may choose to accept bids, either in whole or in part, on the basis of allocations determined in consultation with the Company and may scale down any bids for this purpose on such basis as they may determine. Zeus may also, notwithstanding paragraphs 4 and 6 above, (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate Placing Shares after the ABB has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with Zeus) to reduce or seek to increase the amount to be raised pursuant to the Placing at its discretion.
8 Allocations of the Placing Shares will be determined by Zeus in their absolute discretion after consultation with the Company with regard to the identities of the proposed Placees in accordance with the conduct of business sourcebook of the FCA handbook. Allocations will be confirmed orally or by email by Zeus and a Form of Confirmation will be despatched as soon as possible thereafter. Zeus's oral or email confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of Zeus and the Company, to acquire the number of Placing Shares allocated to it and to pay the Issue Price in respect of such shares on the terms and conditions set out in this Announcement and in accordance with the Company's articles of association. Except with Zeus's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
9 Each Placee's allocation and commitment to Zeus (acting as placing agents for the Company) will be evidenced by a Form of Confirmation issued to such Placee by Zeus. The terms of this Appendix will be deemed incorporated in that Form of Confirmation.
10 Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to both the Placing will be required to be made at the relevant time, on the basis explained below under "Registration and Settlement".
12 By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below under "Right to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee.
13 To the fullest extent permissible by law, neither Zeus, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Zeus, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the conduct of the Placing or of such alternative method of effecting the Placing as Zeus and the Company may determine.
14 The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Zeus's conduct of the Placing.
15 All times and dates in this Announcement may be subject to amendment. Zeus shall notify the Placees and any person acting on behalf of the Placees of any such changes.
Conditions of the Placing
The Placing is conditional upon the relevant conditions as listed in the Placing Agreement becoming unconditional (each a "Placing Condition") and the Placing Agreement not having been terminated in accordance with its terms prior to Admission.
In respect of the Placing, Zeus's obligations under the Placing Agreement are conditional on, inter alia:
1 the Placing Launch Announcement being released through a RIS by not later than 5.00 p.m. on the date of the Placing Agreement;
2 the Placing Results Announcement being released through a RIS by no later than 8.00 a.m. on the Business Day immediately following the date of the Placing Agreement;
3 the posting of the Circular (incorporating the General Meeting Notice) to all persons entitled to receive it by no later than 5:00 p.m. on 1 May 2026 (or such later time and date as the Company and Zeus may agree in writing) and no circular that is supplementary to the Circular being published by the Company prior to Admission;
4 the warranties in the Placing Agreement being true, accurate and not misleading when made at the date of the Placing Agreement, the date of publication of the Circular, the date of the General Meeting and at Admission by reference to the facts and circumstances subsisting at that time;
5 the passing without amendment of the Resolutions by the requisite majority of the members of the Company at the General Meeting to be held on 18 May 2026 (or such later date as the Company and Zeus may agree but in any event no later than the Long Stop Date);
6 the New Ordinary Shares having been allotted, conditional only on Admission; and
7 Admission becoming effective no later than 8.00 a.m. on 19 May 2026 (or such later date as Zeus may agree as the date for Admission but in any event no later than 8.00 a.m. on the Long Stop Date) (the "Admission Condition").
Save for the Admission Condition (which is not capable of being waived), Zeus may, at its absolute discretion and subject to such conditions as they consider appropriate, extend (or where capable of waiver, waive) the time and date by which any of the Placing Conditions may be satisfied, provided that the time and date for satisfaction of the Admission Condition shall not extend beyond the Long Stop Date.
Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
If: (i) any of the Placing Conditions contained in the Placing Agreement, including those described above, is not fulfilled or (where permitted) waived by the relevant time or date specified (or such later time and/or date as the Company and Zeus may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below prior to Admission, the Placing will lapse, any funds delivered by the Placee to Zeus in respect of the Placee's participation will (if applicable) be returned to the Placee at the Placee's risk without interest and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it (or any person on whose behalf the Placee is acting) in respect thereof.
Neither Zeus nor any of its affiliates, agents, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive, or to extend the time and/or date for the satisfaction of, any Placing Condition in the Placing Agreement nor in respect of any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Zeus.
Right to terminate under the Placing Agreement
Zeus may, in its absolute discretion, be entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if, in the opinion of Zeus:
1 any statement contained in the Placing Documents or the Retail Offer Documents (each as defined in the Placing Agreement) has become or been discovered to be untrue or inaccurate in any material respect or misleading or any matter having arisen which would, if such documents were issued at that time, constitute an omission from such documents or any of them;
2 any of the warranties given by the Company in the Placing Agreement was untrue, inaccurate or misleading when made and/or that any such warranties has ceased to be true or accurate or has become misleading in each case by reference to the facts and circumstances subsisting at that time;
3 any of the Placing Conditions which is not waived (if capable of waiver), is not satisfied or becomes incapable, for any reason, of being satisfied or in the opinion of Zeus is unlikely to be satisfied before Admission;
4 there has occurred, at any time before Admission:
- any change, or development involving a prospective change, in national or international, military, diplomatic, monetary, economic, political, financial, industrial or market conditions or exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK of a national emergency or war or any other calamity or crisis; or
- a suspension of trading in securities generally on the London Stock Exchange or New York Stock Exchange; or
- there has occurred a suspension or cancellation by the London Stock Exchange of trading in the Company's securities; or
- in Zeus's opinion, acting in good faith, a Material Adverse Change (acting in good faith and whether or not foreseeable at the date of the Placing Agreement); or
- an event or omission has occurred; or
- a declaration of a banking moratorium in London or any material disruption to commercial banking or securities settlement or clearance services in the UK,
which, in the opinion of Zeus, acting in good faith, would or would be reasonably likely to prejudice materially the Fundraising or Admission in general, or would or would be reasonably likely to make it impracticable or inadvisable to proceed with the Fundraising and Admission, or render the creation of a market in the ordinary share capital of the Company temporarily or permanently impracticable, then Zeus may, in its absolute discretion, terminate the Placing Agreement with immediate effect.
By participating in the Placing, Placees agree with the Company and Zeus that the exercise or non-exercise by Zeus of any right of termination or other right or other discretion under the Placing Agreement shall be within the absolute discretion of Zeus or for agreement between the Company and Zeus (as the case may be) and that none of the Company nor Zeus need make any reference to, or consult with, you and that none of the Company or Zeus nor any of their respective affiliates or its or their respective duly authorised representatives shall have any liability to you whatsoever in connection with any such exercise or failure to so exercise or otherwise.
Restriction on further issue of shares and certain other matters
The Company has undertaken to Zeus that, during the period from the date of the Placing Agreement until 60 days after the date of Admission and save with the prior written consent of Zeus (such consent not to be unreasonably withheld or delayed), it shall not:
- take any steps which might reasonably be regarded as materially inconsistent with any expression of policy or intention in the Placing Documents (as defined in the Placing Agreement) or any other documents issued in connection with the Placing; or
- (save pursuant to any pre-existing obligation to do so) allot or issue, or enter into any agreement or arrangement which would give rise to an obligation or an increased obligation (in each case whether contingent or otherwise) to allot or issue, any share in the capital of the Company (save for the allotment and issue of Ordinary Shares pursuant to the Fundraising and the Disposal (as defined in the Placing Agreement)).
No Prospectus
No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing.
Placees' commitments will be made solely on the basis of the Reliance Information (as defined below) and subject to the further terms set forth in the Form of Confirmation. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and all other Reliance Information is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, Zeus or any other person and none of the Company, Zeus nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BZ042C28) following Admission will take place within CREST. Subject to certain exceptions, Zeus and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated any Placing Shares in the Placing will be sent a Form of Confirmation in accordance with the standing arrangements in place with Zeus stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Zeus and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with Zeus. Settlement within CREST will take place on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Bank of England as determined by Zeus.
Subject to the passing of the Resolutions (and satisfaction and/or waiver of all other Placing Conditions), it is expected that in respect of the Placing Shares, settlement will be on 19 May 2026 in accordance with the instructions set out in the Form of Confirmation.
Each Placee is deemed to agree that, if it does not comply with these obligations, Zeus may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Zeus's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of Zeus nor the Company shall be responsible for payment thereof.
Representations, Warranties, Undertakings and Further Terms
1 represents and warrants that it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
3 acknowledges that no offering document or prospectus has been or will be prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares and that any participation in the ABB will solely be on the basis of the information in this Announcement and other Reliance Information (as defined in paragraph 6 below);
4 acknowledges that the Placing does not constitute a recommendation or financial product advice and Zeus have not had regard to its particular objectives, financial situation or needs;
5 acknowledges that none of Zeus, the Company nor any of their respective affiliates, agents, directors, officers or employees has provided, nor will provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Zeus, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
6 acknowledges that in connection with the Placing, it is only relying upon the information in this Announcement, the audited consolidated accounts of the Group for the year ended on 31 December 2025 comprising the Group's and Company's consolidated income statement and balance sheet and the information in such accounts ("Accounts") and all the announcements made by the Company made between the date of the Accounts and the date of this Announcement (collectively, the "Reliance Information");
8 acknowledges and agrees that it may not rely, and has not relied, on any investigation that Zeus or any of its affiliates or any person acting on its behalf, may have conducted with respect to the Placing Shares or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing Shares or the accuracy, completeness or adequacy of the information from the London Stock Exchange or any other information; each Placee further acknowledges that it has received all information it believes necessary or appropriate in connection with its investment in the Placing Shares;
9 acknowledges and agrees that in the event that any or all of the Placing Conditions are not satisfied or waived (for example, if the requisite majority of the members of the Company does not approve the Resolutions at the General Meeting), no Placing Shares will be issued to the Placees, and the monies payable pursuant to the Placing, if already paid, will be returned without interest to the account of the drawee's bank from which they were originally debited;
10 it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial and trading position of the Company in accepting a participation in the Placing and none of Zeus or any of its affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than this Announcement, the Reliance Information, any Supplementary Announcement (if required) and any Supplementary Circular (if required); nor has it requested any of Zeus, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
11 the content of this Announcement is exclusively the responsibility of the Company and the Directors and none of Zeus or any person acting on its behalf or any of its affiliates, agents, directors, officers or employees has or shall have any liability for any information, representation or statement contained in this Announcement, the Circular, any Supplementary Announcement (if required) or any Supplementary Circular (if required) or any Reliance Information or other information previously published by or on behalf of the Company or any member of the Group;
12 represents and warrants that it, and any prospective beneficial owner for whose account or benefit it is purchasing the Placing Shares, is and, at the time the Placing Shares are subscribed for, will be located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S;
13 represents and warrants that it has not been offered to purchase or subscribe for Placing Shares by means of (i) any "directed selling efforts" as defined in Regulation S, or (ii) any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D in connection with any offer or sale of Placing Shares in the United States;
14 confirms that it understands that the Placing Shares:
15 confirms that it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, Japan, the Republic of South Africa or any province or territory of Canada;
16 confirms that it, and any prospective beneficial owner for whose account or benefit it is purchasing the Placing Shares: (i) is not a US Person (as defined in Regulation S) and is, and at the time the Placing Shares are subscribed for will be, located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; (ii) is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S, including that Rule 904 of Regulation S regarding "Offshore Resales" is not applicable to "affiliates" (as defined in Rule 405 under the Securities Act) of the Company; and (iii) has not been offered to purchase or subscribe for Placing Shares by means of any "directed selling efforts" as defined in Regulation S;
18 confirms that it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States, Australia, Canada, Japan or the Republic of South Africa (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any such person;
19 acknowledges that in making any decision to acquire Placing Shares it:
- will not look to Zeus for all or part of any loss it may suffer as a result of any such subscription or purchase;
- is able to sustain a complete loss of an investment in the Placing Shares; and
- has no need for liquidity with respect to its investment in the Placing Shares;
21 represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, UK MAR and in connection with money laundering and terrorist financing under the Money Laundering Regulations and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations;
22 acknowledges that in order to ensure compliance with the Money Laundering Regulations, Zeus (for itself and as agent on behalf of the Company), or the Registrars may, in their absolute discretion, require verification of its identity, location or legal status. Pending the provision to Zeus or the Registrars, as applicable, of evidence of identity, location or legal status, definitive certificates in respect of the Placing Shares may be retained at Zeus's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed in Zeus's or the Registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, location or legal status, Zeus (for itself and as agent on behalf of the Company), or the Registrars have not received evidence satisfactory to them, either Zeus and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on the conditional allotment of Placing Shares will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
23 represents and warrants that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgements, warranties, representations, confirmations, undertakings, and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or Zeus for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
26 that it has not offered or sold and, prior to the expiry of a period of six months from the relevant issue, will not offer or sell any Placing Shares to persons in the United Kingdom, except to UK Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of the POATRs;
28 that any offer of Placing Shares may only be directed at persons in the United Kingdom who are UK Relevant Persons and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to the issue of the relevant Placing Shares except to UK Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of the POATRs;
29 represents, warrants and undertakes that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
30 represents, warrants and undertakes that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
31 represents and warrants, if in a member state of the EEA, unless otherwise specifically agreed with Zeus in writing, that it is a EEA Qualified Investor;
32 represents and warrants, if in the United Kingdom, that it is a UK Relevant Person;
33 acknowledges and agrees that no action has been or will be taken by the Company, Zeus or any person acting on behalf of the Company or Zeus that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
34 represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in Zeus, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
35 undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as Zeus may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale fall short of the product of the relevant Issue Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon such placing or sale of such Placee's Placing Shares;
36 acknowledges that none of Zeus nor any of its respective affiliates, agents, directors, officers or employees is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Zeus in connection with its participation in the Placing and that Zeus has no duty nor responsibility to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
37 undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of Zeus nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and Zeus, on an after-tax basis in respect of any Indemnified Taxes;
38 agrees to indemnify on an after tax basis and hold the Company, Zeus and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of its representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
39 except as set out in paragraph 40 below, represents and warrants that it has neither received nor relied on any 'inside information' (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) concerning the Company prior to or in connection with accepting the invitation to participate in the Placing and is not purchasing Placing Shares on the basis of material non-public information;
40 if it has received any 'inside information' (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, confirms that it has received such information within the market soundings regime provided for in article 11 of UK MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
41 if it is a pension fund or investment company, confirms that its purchase of Placing Shares is in full compliance with applicable laws and regulations;
42 agrees that the Company, Zeus and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements, and undertakings which are given to Zeus for themselves and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and Zeus to produce this Announcement, pursuant to, in connection with, or as may be required by, any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
43 acknowledges that none of the Company or Zeus owes any fiduciary or other duties to any Placee in respect of any acknowledgments, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement;
44 acknowledges and agrees that its commitment to take up Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company or Zeus's conduct of the Placing;
45 acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Zeus or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
46 acknowledges that time is of essence as regards its obligations under this Appendix;
47 acknowledges that information provided by it to the Company and the Registrar will be stored on the Company's and/or the Registrars' computer system(s), and acknowledges and agrees that for the purposes of the General Data Protection Regulation (EU) 2016/679 and other relevant data protection legislation which may be applicable (the "Data Protection Law"), the Company and the Registrars are required to specify the purposes for which they will hold personal data; and that it has obtained the consent of any data subjects to the Registrars and the Company and their respective associates holding and using their personal data for the Purposes (as defined below). For the purposes of this Announcement, "data subject", "personal data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Law. The Company and the Registrars will only use such information for the purposes set out below (collectively, the "Purposes"), being to:
- without limitation, provide such personal data to the Company or Zeus for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA; and
- process its personal data for the Company's or Registrars' internal administration;
48 acknowledges that these terms and conditions and any agreements entered into by it pursuant to the terms and conditions set out in this Announcement, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the Courts of England and Wales as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by any of the Company, Zeus in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; and
49 acknowledges and undertakes that as a condition of it participating in the Placing, it shall not participate in the Retail Offer.
The foregoing representations, warranties, agreements, undertakings, acknowledgements and confirmations are given for the benefit of the Company as well as Zeus, and are irrevocable. Each Placee, and any person acting on behalf of the Placee, acknowledges that none of the Company or Zeus, owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.
The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which none of the Company or Zeus will be responsible and the Placees shall indemnify the Company and Zeus on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify Zeus accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.
The Company and Zeus are not liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify Zeus accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of Zeus and the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the default or delay of that Placee or its agent.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Zeus and any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with Zeus, any money held in an account with Zeus on behalf of a Placee and/or any person acting on behalf of a Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Zeus's money in accordance with the client money rules and will be used by Zeus in the course of its own business and the Placee will rank only as a general creditor of Zeus.
All times and dates in this Announcement are references to London time and may be subject to amendment. Zeus shall notify the Placees and any person acting on behalf of the Placees of any changes.
DEFINITIONS
The following definitions apply throughout this document, unless the context otherwise requires:
| "Admission" | the admission of the New Ordinary Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules; |
| "AIM" | the AIM market of that name operated by the London Stock Exchange; |
| "AIM Rules" | the AIM Rules for Companies published by the London Stock Exchange for the time being; |
| "Announcement" | this announcement; |
| "Board" | the board of directors of the Company for the time being; |
| "Boepd" | barrels of oil equivalent per day; |
| "BookBuild" | the online platform through which the Retail Offer is being conducted; |
| "Business Day" | any day on which banks are usually open for business in England and Wales for the transaction of sterling business other than a Saturday, Sunday or statutory holiday; |
| "Circular" | the Company's circular to Shareholders to be published on or about 1 May 2026 relating, inter alia , to the Fundraise and incorporating the Notice of General Meeting; |
| "Company" | Star Energy Group plc (incorporated and registered in England and Wales with registered number 04981279) whose registered office is at Welton Gathering Centre, Barfield Lane Off Wragby Road, Sudbrooke, Lincoln, England, LN2 2QX; |
| "CREST" | the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the holding and transfer of title to shares in uncertificated form; |
| "Directors" | the directors of the Company or any duly authorised committee thereof; |
| "Enlarged Share Capital" | the issued ordinary share capital of the Company immediately following Admission comprising the Existing Ordinary Shares and the New Ordinary Shares; |
| "Existing Ordinary Shares" | the 131,203,704 Ordinary Shares in issue at the date of the Launch Announcement, all of which are admitted to trading on AIM and being the entire issued ordinary share capital of the Company prior to the Fundraising; |
| "FCA" | the Financial Conduct Authority of the United Kingdom; |
| "FSMA" | the Financial Services and Markets Act 2000, as amended; |
| "Fundraise" or "Fundraising" | the Placing, the Subscription and the Bookbuild Retail Offer; |
| "General Meeting" | the general meeting of the Company convened pursuant to the Notice and to be held at the offices of Watson Farley & Williams LLP, 15 Appold Street, London, EC2A 2HB at 10.30 a.m. on 18 May 2026; |
| "Group" | the Company and its subsidiaries as at the date of this Announcement; |
| "G&A" | general and administrative expenses; |
| "Intermediaries" | any financial intermediary that is appointed in connection with the Retail Offer after the date of the Placing Agreement and "Intermediary" shall mean any one of them; |
| "Issue Price" | 15 pence per New Ordinary Share; |
| "London Stock Exchange" | London Stock Exchange plc; |
| "Long Stop Date" | 29 May 2026; |
| "Mmboe" | millions of barrels of oil equivalent; |
| "New Ordinary Shares" | the Placing Shares, the Subscription Shares and the Retail Offer Shares; |
| "Notice" | the notice convening the General Meeting which is set out at the end of the Circular; |
| "Official List" | the official list of the UK Listing Authority; |
| "Ordinary Shares" | ordinary shares of 0.002 pence each in the capital of the Company; |
| "Placee" or "Placees" | the persons with whom Placing Shares are placed pursuant to the Placing; |
| "Placing" | the proposed conditional placing of the Placing Shares by Zeus, as agent on behalf of the Company, at the Issue Price, in accordance with the Placing Agreement; |
| "Placing Agreement" | the agreement between the Company and Zeus dated 30 April 2026 in connection with the Placing; |
| "Placing Conditions" | the conditions to the Placing contained in the Placing Agreement; |
| "Placing Shares" | the New Ordinary Shares to be allotted by the Company credited fully paid pursuant to the Placing subject to the passing of the Resolution at the General Meeting; |
| "Recorded Commitment" | either (i) a recorded telephone conversation or (ii) email correspondence, in either case between representatives of Zeus and the relevant Placee; |
| "Regulatory Information Service" | a service approved by the FCA for the distribution to the public of AIM announcements and included within the list on the website of the FCA; |
| "Resolutions" | the resolution set out in the Notice to authorise the Company to allot and issue the New Ordinary Shares; |
| "Retail Offer" or "Bookbuild Retail Offer" | means the proposed conditional offer of Retail Shares to be subscribed for by Retail Investors via the BookBuild Platform at the Issue Price, to be admitted to trading as part of Admission subject to and conditional upon the Resolutions being passed at the General Meeting and the Placing proceeding; |
| "Retail Offer Shares" | up to 4,000,000 New Ordinary Shares to be issued pursuant to the Retail Offer, subject to, inter alia , the passing of the Resolutions at the General Meeting; |
| "Securities Act" | the US Securities Act of 1933, as amended; |
| "Shareholders" | holders of Ordinary Shares from time to time; |
| "Subscribers " | each of Ross Glover, Frances Ward, Kate Coppinger, Anthony White, Aneliya Erdly and Philip Jackson, being Directors who have agreed to subscribe for Subscription Shares in the Subscription pursuant to the Subscription Letters; |
| "Subscription " | the conditional subscription for the Subscription Shares by the Subscribers at the Issue Price on the terms and subject to the conditions contained in the Subscription Letters; |
| "Subscription Letters " | means the subscription letters entered into between the Company and the Subscribers; |
| "Subscription Shares " | means the 206,665 New Ordinary Shares proposed to be issued by the Company to the Subscribers; |
| "Terms and Conditions" | the terms and conditions to the Placing contained in the Appendix I to the Announcement; |
| "UK MAR" | the UK version of the Market Abuse Regulation (EU 2017/1129), which is part of the laws of England and Wales by virtue of the European Union (Withdrawal) Act 2018 and certain other enacting measures; |
| "Warranties" | the warranties and undertakings contained in the Placing Agreement; and |
| "Zeus" | Zeus Capital Limited, the Company's nominated adviser for the purposes of the AIM Rules; |
| "2P" | proved and probable reserves |
All references in this document to "£", "pence", "p", "sterling" or "pounds sterling" are to the lawful currency of the UK.
Any reference to any provision of any legislation includes any amendment, modification, re-enactment or extension of it.
Words importing the singular include the plural and vice versa and words importing the masculine gender shall include the feminine or neuter gender.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.