Director Subscription to raise £0.7 million
Directors and management subscribe for 23.3m shares at 3p, raising £0.7m alongside earlier placing.
- Director Subscription £0.7 million
- Shares subscribed by Directors 23,333,333 shares at 3p
- Total raised (Placing + Director Subscription) £10.5 million
- Issue price 3 pence per share
- Colin Harrington's total interest post-Admission 8.565%
- Total ordinary shares in issue post-Admission 2,100,719,020
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Zephyr Energy plc (AIM: ZPHR) (OTCQB: ZPHRF) announces that further to the Placing announced on 25 June 2025, certain Directors, management and their affiliates have now subscribed for, in aggregate, 23,333,333 new ordinary shares of 0.1 pence each in the Company ("Ordinary Shares") at an issue price of 3 pence per new Ordinary Share (the "Issue Price"), conditional on the passing of the Resolutions at the General Meeting on 14 July 2025 (the "Director Subscription").
The Director Subscription raises £0.7 million (before expenses) for the Company and together with the Placing of 326,666,667 new Ordinary Shares at the Issue Price, details of which were announced on 25 June 2025, in aggregate £10.5 million (before expenses) has been raised for the Company.
Of the Director Subscription, 2,132,099 new Ordinary Shares have been subscribed for by certain employees of the Company and the following Directors have conditionally subscribed for a total of 21,201,234 new Ordinary Shares at the Issue Price:
| Director/shareholder | Position | New Ordinary Shares being subscribed for | Total Ordinary Shares held on Admission | Percentage of enlarged share capital on Admission |
|---|---|---|---|---|
| Origin Creek Energy LLC 1 | Controlled by Colin Harrington | 18,282,716 | 177,237,262 | 8.44% |
| Colin Harrington 1 | Chief Executive Officer | 1,234,568 | 2,688,504 | 0.13% |
| Rick Grant | Non-Executive Chairman | 617,284 | 2,117,284 | 0.10% |
| Chris Eadie | Group Finance Director | 1,000,000 | 8,229,640 | 0.39% |
| Gordon Stein | Non-Executive Director | 33,333 | 2,383,333 | 0.11% |
| Tom Reynolds | Non-Executive Director | 33,333 | 1,033,333 | 0.05% |
1Rick Grant, the Non-Executive Chairman of Zephyr, and Colin Harrington, the Chief Executive Officer of Zephyr, are both shareholders and directors of Origin Creek Energy LLC ("OCE"), and Colin Harrington is indirectly the controlling shareholder of OCE. As a result, Colin Harrington's total interest in the Company including OCE on Admission will be 179,925,766 Ordinary Shares (representing approximately 8.565 per cent. of the issued share capital of the Company on Admission).
Due to limits on the existing share authorities available to the Company the Placing comprised two tranches. The First Placing completed on 27 June 2025. The Director Subscription is expected to complete alongside the Second Placing on or around 15 July 2025 subject to the passing of the Resolutions at the General Meeting on 14 July 2025, details of which are set out in the announcement of 24 June 2025.
Admission to AIM
Application has been made to the London Stock Exchange for admission of the 151,594,765 Second Placing Shares and 23,333,333 Director Shares to trading on AIM ("Admission"), subject to, amongst other things, the passing of the Resolutions at the General Meeting. Admission is expected to occur on or around 15 July 2025 or such later time and/or date as the Bookrunners and the Company may agree (being in any event no later than 8.00 a.m. on 29 July 2025).
Total voting rights
Immediately following Admission, the Company will have 2,100,719,020 ordinary shares of 0.1p each in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares in issue and voting rights will be 2,100,719,020 and this figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined herein, definitions contained in this announcement have the same meaning as set out in the Company's announcement of 24 June 2025.
Director/PDMR UK MAR disclosures
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Name Position Origin Creek Energy LLC Controlled by Colin Harrington Colin Harrington Chief Executive Officer Rick Grant Non-Executive Chairman Chris Eadie Group Finance Director Gordon Stein Non-Executive Director Tom Reynolds Non-Executive Director |
| 2 | Reason for the notification | |
| a) | Position/status | See above |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Zephyr Energy Plc |
| b) | LEI | 254900TAVH3MBZ1EMC29 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 0.1p each in Zephyr Energy Plc Identification code (ISIN) for Zephyr Energy Plc ordinary shares of 0.1 pence each: GB00BF44KY60 |
| b) | Nature of the transaction | Purchase of ordinary shares |
| c) | Price(s) and volume(s) | Name Price(s) Volume(s) Origin Creek Energy LLC 3p 18,282,716 Colin Harrington 3p 1,234,568 Rick Grant 3p 617,284 Chris Eadie 3p 1,000,000 Gordon Stein 3p 33,333 Tom Reynolds 3p 33,333 |
| d) | Aggregated information: - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 30 June 2025 |
| f) | Place of the transaction | London Stock Exchange, XLON |
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