Results of Fundraising and TVR
Raised £0.7m through placing of 700m shares at 0.1p, representing 60.54% dilution; shareholder vote required for second tranche.
- Gross proceeds £0.7m
- New shares issued 700,000,000
- Issue price £0.001 per share
- Dilution 60.54%
- First tranche shares 690,000,000
- Second tranche shares (pending) 315,000,000
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UPON PULICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
United Oil & Gas PLC / Index: AIM / Epic: UOG / Sector: Oil & Gas
United Oil & Gas plc
("United" or "the Company")
Results of the Fundraising
United Oil & Gas Plc (AIM: "UOG"), the oil and gas company with a high impact exploration asset in Jamaica and development asset in the UK announced on 11 December 2024 details of a placing through the issue of new ordinary shares of £0.00001 each in the capital of the Company ("New Ordinary Shares") at a price of £0.001 each (the "Issue Price") to be completed by way of an accelerated bookbuild process (the "Bookbuild") which was managed by Tennyson and Shard, acting as joint bookrunners ("Tennyson" and "Shard" or the "Bookrunners").
The Company is pleased to confirm that the Bookbuild has been completed and the Company has, conditionally, raised gross proceeds of £0.7 million through an oversubscribed placing of 690,000,000 New Ordinary Shares with new and existing shareholders via the Bookbuild and 10,000,000 New Ordinary Shares by way of subscriptions directly with the Company ("Subscription"). Accordingly, a total of 700,000,000 New Ordinary Shares will be issued pursuant to the fundraising, representing 60.54 per cent of the Company's issued ordinary share capital.
The Company has existing shareholder authorities to allot and issue up to 385,000,000 shares therefore subject to the results of the Placing, it will use these authorities to allot and issue a first tranche of the Placing Shares ("First Tranche Placing Shares") raising an initial sum of GBP £385,000. An application will be made to the London Stock Exchange for the First Tranche Placing Shares to be admitted to trading on AIM shortly after the results of the Placing Shares are announced. It is expected that admission of the First Tranche Placing Shares to trading on AIM ("First Admission") will occur no later than 18 December 2024.
The Company intends to convene a general meeting ("GM") to be held on or around 8 January 2025 to seek shareholder authorities to allot and issue the balance of the Placing Shares ("Second Tranche Placing Shares") of 315,000,000 new ordinary shares and placing warrants of one warrant for every two Placing Shares subscribed for ("Placing Warrants") with an exercise price of £0.0015 per new ordinary share for tranche 1 and tranche 2.
Subject to the passing of the resolutions at the GM, an application will be made to the London Stock Exchange for the Second Tranche Placing Shares to be admitted to trading on AIM. Subject to the Conditions below, it is expected that admission to trading on the exchange ("Second Admission") will become effective and that dealings in the Second Tranche Placing Shares will commence on AIM at 8.00 a.m. on 09 January 2025.
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 admission of those New Ordinary Shares and will otherwise rank on Admission pari passu in all respects with each other and with the existing ordinary shares in the Company.
The Chairman participated in the Subscription and the details of his anticipated shareholdings is shown below subject to the Fundraising becoming unconditional:
| Name | Current shareholding | New Ordinary Shares | Shareholding post Subscription |
|---|---|---|---|
| Brian Larkin | 22,508,489 | - | 22,508,489 |
| Graham Martin | 14,089,730 | 10,000,000 | 24,089,730 |
| Iman Hill | 2,500,000 | - | 2,500,000 |
The Placing and the Subscription (together "Fundraising") are conditional upon, amongst other things:
- the passing by shareholders of certain resolutions at a General Meeting ("GM") of the Company authorities to, amongst other matters, issue the Second Tranche Placing Shares of 315,000,000 new ordinary shares and all the Placing Warrants.
- The Company has existing shareholder authorities to allot and issue up to 385,000,000 shares therefore subject to the results of the Placing, it will use these authorities to allot and issue a first tranche of the Placing Shares ("First Tranche Placing Shares") raising an initial sum of GBP £385,000. An application will be made to the London Stock Exchange for the First Tranche Placing Shares to be admitted to trading on AIM shortly after the results of the Placing Shares are announced. It is expected that admission of the First Tranche Placing Shares to trading on AIM ("First Admission") will occur no later than 18 December 2024.
- Admission taking place by no later than 8.00 a.m. on 9 January 2025 (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 the conditions are not satisfied, the Placing Shares will not be issued, and Admission of the Second Tranche of New Ordinary Shares will not take place.
The total issued share capital of the Company, as increased by the First Tranche Placing Shares, immediately following First Admission (and excluding any issues of shares pursuant to the exercise of any employee share incentives between the date of this Announcement and Admission) will be 1,541,353,969 ordinary shares.
The Company expect to send a circular to shareholders later today to convene a General Meeting to propose the resolutions to shareholders to issue the Second Tranche Placing Shares.
Indicative Timetable
| Date of pu b lication of the Circular Posting of Circular and Form of Proxy | 12 December 2024 12 December 2024 |
| Admission and commencement of dealing in the first tranche of placing shares on AIM | 18 December 2024 |
| Admission and commencement of dealings in the Second Tranche of Placing Shares on AIM | 9 January 2025 |
| Latest time and date for receipt of F o r ms of Pr o xy | 11.00 a.m. on 6 January 2025 |
| General Meeting | 11.00 a.m. on 8 January 2025 |
| Announcement of results of the General Meeting | 8 January 2025 |
| Admission and commencement of dealings in the New Ordinary Shares on AIM | 8.00 a.m. on 9 January 2025 |
| CREST accounts to be credited for the Placing Shares to be held in uncertificated form | 9 January 2025 |
| Dispatch of definitive share certificates for applicable Placing Shares to be held in certificated form | No later than 14 days following the date of Admission |
Terms used but not defined in this Announcement have the same meaning as set out in the Company's Announcement released at 18:23 p.m. on 11 December 2024.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.