Source - PRN

6 September 2016

Doriemus PLC

(“Doriemus” or the “Company”)

Open Offer to Raise up to £865,200

Doriemus PLC (ISDX:DOR), the London traded UK focused oil and gas exploration and production investment company, is pleased to announce the launch of a 3 for 10 Open Offer to raise up to £865,200 (before expenses). Under the Open Offer, Qualifying Shareholders are being offered the opportunity to subscribe for up to 2,471,999,999 Open Offer Shares at a price of £0.00035 per Open Offer Share, representing a discount of approximately 22% to the closing mid-price per share on 5 September 2016, being the latest practicable date prior to the announcement of the Open Offer.

The Company is seeking to raise money via the Open Offer in order to strengthen its balance sheet to ensure it has sufficient funds to pay for any unexpected cost over runs in the upcoming Brockham drilling and testing programme, future cash calls relating to its share of the ongoing work at Horse Hill, to ensure it has sufficient funds available to pay for its share of preparatory work at the Lidsey oil field for a new well conceptually planned for early 2017 and for its share of any unexpected costs associated with the new Isle of Wight licence.

A circular containing full information about the Open Offer is being posted to Shareholders today. The Open Offer Shares will represent approximately 23.08% of the Enlarged Share Capital immediately following completion of the Open Offer (assuming the Open Offer Shares are taken up in full).

A copy of the Open Offer circular can be found at www.doriemus.co.uk.

The Directors recognise and are grateful for the continued support of Shareholders and have decided to provide an opportunity for all Shareholders on the Record Date to participate in a discounted Open Offer.

The Directors will be taking up their Open Offer entitlements in full.

The Open Offer Shares which are taken up under the Open Offer are expected to be admitted to trading on the ISDX Growth Market on 24 October 2016. The Open Offer Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares.

Unless otherwise stated, terms and expressions defined in the circular have the same meaning in this announcement.

David Lenigas, Doriemus’s Executive Chairman, commented;

"Doriemus has a number of very exciting oil projects on the horizon, with the up and coming Brockham side-track designed to test the Portland and Kimmeridge limestones only 4.5 miles from the Horse Hill oil discovery, the potential of a new well at Lidsey early next year, the long awaited extended flow testing work at Horse Hill and we are continually assessing further acquisitions in the UK oil and gas space. All of the directors will be taking up their entitlement to this Offer and we are pleased to offer all shareholders the opportunity to do the same.”

Expected timetable of principal events
Record Date for the Open Offer Close of business on 5 September 2016
Announcement of the Open Offer and posting of Circular and Application Form 6 September 2016
Ex entitlement date for the Open Offer 8.00 a.m. on 6 September 2016
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST As soon as possible after 8.00 a.m. on 7 September 2016
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST 4:30 p.m. on 12 October 2016
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in to CREST 3.00 p.m. on 14 October 2016
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) 3.00 p.m. on 14 October 2016
Latest time and date for receipt of completed Application Forms, and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) 11.00 a.m. on 18 October 2016
Admission and commencement of dealings in Open Offer Shares 8.00 a.m. on 24 October 2016
CREST members’ accounts credited in respect of Open Offer Shares in uncertificated form As soon as possible after 8.00 a.m. on 24 October 2016
Despatch of definitive share certificates for Open Offer Shares in certificated form by 3 November 2016

   

Open Offer statistics
Existing Ordinary Shares 8,239,999,998
Number of Open Offer Shares* 2,471,999,999
Amount, before expenses, being raised under the Open Offer* £865,200.00
Number of Ordinary Shares in issue immediately following the Open Offer 10,711,999,997
Percentage of Open Offer Shares of Enlarged Issued Share Capital* 23.08 per cent.
* on the assumption that the Open Offer is taken up in full by Qualifying Shareholders

The directors of the Company accept responsibility for the contents of this announcement.

-ENDS-

Doriemus Plc:                                                                 
David Lenigas
Hamish Harris
Donald Strang
+44 (0)20 7440 0640
Peterhouse Corporate Finance Limited
Guy Miller
Fungai Ndoro
+44 (0)20 7469 0930

LETTER FROM THE EXECUTIVE CHAIRMAN

Doriemus Plc

(registered in England and Wales with registered number 03877125)

Directors Registered Office
David Lenigas (Executive Chairman) Suite 3B, Princes House
Hamish Harris (Executive Director) 38 Jermyn Street
Grant Roberts (Non-executive Director) London
Donald Strang (Non-executive Director) SW1Y 6DN

6 September 2016

To Shareholders and, for information purposes only, to the holders of options over Ordinary Shares,

Open Offer of up to 2,471,999,999 Open Offer Shares at £0.00035 per share

Introduction

The Company is pleased with the progress made since being admitted to trading on the ISDX Growth Market in March 2016. On 18 May 2016, the Company reported, in its audited final results, the outstanding flow results from the HH-1 well at Horse Hill producing significant stable dry oil flow rates from initial flow tests of 1,688 barrels of oil per day through restricted choke settings, which are thought by the Directors to be the UK’s highest flow rates for any onshore discovery and that this may well have positive implications over time for the Company’s interest in the nearby Brockham oil field in the northern part of the Weald Basin, the Lidsey oil field in the southern part of the basin and the new interest acquired on the Isle of Wight. 

The Company has also engaged US-based NUTECH Energy Alliance Ltd. ("NUTECH"), one of the world's leading companies in petrophysical analysis and reservoir intelligence, to assist the Company assess and more fully understand the potential of it's oil and gas acreage in the UK's Weald Basin. Headquartered and operating in Houston, Texas, NUTECH (www.nutechenergy.com) is a global oil services company specialising in reservoir evaluation and optimisation at all stages of the exploration and production life-cycle. NUTECH has analysed nearly 100,000 wells globally, for super majors to small independents in 80 countries, containing many of the world's major conventional and unconventional hydrocarbon plays. David Lenigas, the Company’s new Chairman, has worked with Nutech extensively in the past in their assessment of the Horse Hill Licences in the Weald Basin and the wider Weald Basin in general.

The Company continued its positive reporting when on 5 July 2016 it announced that the UK Oil and Gas Authority (“OGA”) had granted a significant and positive change of terms to the Horse Hill (“HH”) PEDL137 and PEDL246 licences near Gatwick Airport. At the Operator’s, Horse Hill Developments Ltd. (“HHDL”), election, of which Doriemus is a shareholder, the licences will adopt 2016 14th Round licence terms permitting the HH Licences to continue without further relinquishment.

On 27 June 2016, the Company appointed Mr David Lenigas, the former, Executive Chairman of UK Oil & Gas Investments Plc, to the Doriemus board as Executive Chairman and also announced that the Company expects to be participating in a new drilling programme at its fully approved, 10 per cent. owned, Brockham oil field in the UK’s onshore Weald Basin just north-west of Horse Hill.

The Company has four key oil and gas investments in the UK’s onshore Weald Basin and one in the UK’s onshore Isle of Wight:

  • 10 per cent. ownership of HHDL. HHDL is the operator and owner of a 65 per cent. Interest in two petroleum exploration licences in the Weald Basin;

  • 10 per cent. ownership of Brockham Oil Field;

  • 20 per cent. ownership of Lidsey Oil Field;

  • 2.82 per cent. ownership of Greenland Gas and Oil plc, a company with prospective oil and gas licences in Greenland; and

  • the newly acquired rights to all of the rights that Angus Energy Holdings UK Limited ("Angus") has in respect of its 5 per cent. legal and beneficial interest in the 200 km2 onshore Isle of Wight oil and gas licence (PEDL 331) together with all of Angus' rights in respect of its 5 per cent. interest in the joint operating agreement to be entered into between UK Oil & Gas Investments Plc, Solo Oil Plc and Angus.

The UK OGA has confirmed the award of United Kingdom Production Licence PEDL 331 ("PEDL 331") in the Isle of Wight ("Licence") to the following parties with the percentage interests set opposite their names: UK Oil & Gas Plc (65 percent), Solo Oil Plc (30 percent) and Angus (5 percent). The OGA is in the process of issuing the final form of licence to the parties and that licence issue is expected to be granted soon. On 28 January 2016, UK Oil & Gas Investments Plc provided an update on the Arreton-2 Oil Discovery, PEDL 331 Onshore Isle of Wight, UK and published and independent assessment by Xodus of the potential Oil in Place and Recoverable Resources for the Licence. UK Oil & Gas Investments Plc's news release dated 28 January 2016 is available on their website at: http://www.ukogplc.com.

Reasons for the Open Offer

The Company is seeking to raise money via the Open Offer in order to strengthen its balance sheet to ensure it has sufficient funds to pay for any unexpected cost over runs in the upcoming Brockham drilling and testing programme, future cash calls relating to its share of the ongoing work at Horse Hill, to ensure it has sufficient funds available to pay for its share of preparatory work at the Lidsey oil field for a new well conceptually planned for early 2017 and for its share of any unexpected costs associated with the new Isle of Wight licence.

Open Offer

The Company is providing all Qualifying Shareholders with the opportunity to subscribe at the Issue Price for an aggregate of 2,471,999,999 Open Offer Shares on the basis of 3 Open Offer Shares for every 10 Ordinary Shares held on the Record Date.

Qualifying Shareholders are being offered the opportunity to apply for additional Open Offer Shares in excess of their pro rata entitlements to the extent that other Qualifying Shareholders do not take up their entitlements in full. In the event that applications are received for in excess of 2,471,999,999 Open Offer Shares, excess applications will be scaled back pro rata. The Open Offer Shares have not been placed subject to clawback and the Open Offer has not been underwritten. Consequently, there will be no more, but could be potentially fewer than 2,471,999,999 Open Offer Shares issued pursuant to the Open Offer although, the Directors propose to seek placees for any shares not taken up by Qualifying Shareholders under the Open Offer.

The estimated proceeds of the Open Offer, assuming that it is subscribed in full and 2,471,999,999 Open Offer Shares are issued, are anticipated to amount to approximately £865,200.00 before payment of all expenses incurred in relation to the Open Offer, including the work involved in the preparation of this document.

Proposed Placing

The Directors propose to seek placees for any shares not taken up by Qualifying Shareholders in the Open Offer. Any such additional Ordinary Shares will be issued for cash at the Issue Price.

Directors’ participation in the Open Offer

All the Directors will be participating in the Open Offer, and will to subscribe for 85,500,000 Open Offer Shares at the Issue Price being their entitlement in full under the Open Offer, and amounting to an aggregate consideration of £29,925.00.

United Kingdom Taxation

The following paragraphs are intended as a general guide only and summarise advice received by the Directors about the UK tax position of shareholders who are resident (and in the case of individuals, ordinarily resident and domiciled) in the UK, holding shares as investments and not as securities to be realised in the course of a trade. Unless otherwise noted the paragraphs below are based on current UK legislation, HM Revenue & Customs practice and incorporates the announcements made by the Chancellor on 16 March 2016, but not yet enacted by Parliament. It should be noted that a number of the UK tax treatments referred to below relate to unquoted shares as shares listed on the ISDX Growth Market are generally treated as unquoted for these purposes.

An investor should consult his/her own tax professional about the tax consequences of an investment in the shares

of the Company.

                Taxation of dividends

Trustees are liable for income tax at a rate of 38.1 per cent.

An individual Shareholder receiving a dividend from the Company whose total income from dividends in the relevant tax year does exceed £5,000 will be taxed as follows:

  • Individual Shareholders will not pay income tax on the first £5,000 of dividend income in any tax year;

  • to the extent that the individual’s total income exceeds the personal allowance but does not exceed the basic rate tax band for that tax year, the individual will be liable to income tax on the excess dividend at the rate of 7.5 per cent;

  • to the extent that the individual’s total income exceeds the basic rate band but does not exceed the higher rate tax band for that tax year, the individual will be liable to income tax on the excess dividend at the rate of 32.5 per cent; and

  • to the extent that the individual’s total income falls within the additional rate band for that tax year, the individual will be liable to income tax on the excess dividend at the rate of 38.1 per cent.

Total Income means the total of the individual’s dividend income and other taxable income for a tax year and excess dividend means the total of that individual’s dividend income in that tax year less £5,000.

Investors should consult their own tax advisers on what relief or credit may be claimed for any such tax credit in the jurisdiction in which they are resident.

                Taxation of capital gains made by shareholders

Individuals

Where an individual Shareholder disposes of Ordinary Shares at a gain, capital gains tax will be levied to the extent that the gain exceeds the annual exemption (£11,100 for 2016/17) and after taking account of any exemptions and reliefs available to the individual.

  • For individuals, the starting rate for capital gains tax is 10 per cent. This rate applies where the individual’s income and gains are less than the upper limit of the income tax basic rate band after taking into account the individual’s personal allowance. The basic rate band for 2016/17 is £32,000. The amount of the personal allowance for 2016/17 is £11,000. To the extent that any chargeable gains, or part of any chargeable gain, aggregated with income arising in a tax year exceed the upper limit of the income tax basic rate band, capital gains tax will be charged at 20 per cent.

  • For trustees and personal representatives of deceased persons, capital gains tax on gains in excess of the current annual exempt amount (for 2016/17, £11,100 for personal representative of deceased persons and trustees for disabled persons and £5,550 for other trustees) will be charged at a flat rate of 20 per cent.

  • Where a Shareholder disposes of the Ordinary Shares at a loss, the loss may be available to offset against other current year gains or carried forward to offset against future gains.

Companies

  • Where a Shareholder is within the charge to corporation tax, a disposal of Ordinary Shares may give rise to corporation tax on a chargeable gain (or allowable loss) for the purposes of UK corporation tax, depending on the circumstances and subject to any available exemption or relief. Corporation tax is charged on chargeable gains at the rate applicable to that company which is currently 20 per cent.. Indexation allowance may reduce the amount of chargeable gain that is subject to corporation tax but may not create or increase any allowable loss.

                Inheritance tax

The Company’s shares are treated as unquoted shares for UK inheritance tax (IHT) purposes. Individuals and trustees subject to IHT may be entitled to business property relief of up to 100 per cent. after a holding period of two years, providing all the relevant conditions for the relief are satisfied at the appropriate time. However, the nature of the Company’s business (making and holding investments) may preclude this. 

                UK stamp duty and duty reserve tax                                                                                                                  

No UK stamp duty will be payable on the issue by the Company of Ordinary Shares.

                General Note on Taxation

Investors should be aware that taxation treatment may be varied in accordance with changes made in taxation rules by H.M. Government from time to time. 

Action to be taken by Shareholders

Details of the Open Offer and the action to be taken by Qualifying Shareholders are set out in Part III of this document. Applications for Open Offer Shares must be received by the Receiving Agents by no later than 11.00 a.m. on 18 October 2016.

Application will be made for the Open Offer Shares to be admitted to trading on the ISDX Growth Market. It is expected that Admission will become effective and dealings in the Open Offer Shares will commence on 24 October 2016.

The articles of association of the Company permit the Company to issue shares in uncertificated form.  CREST is a computerised paperless share transfer and settlement system which allows shares and other securities, including depository interests, to be held in electronic rather than paper form. Application has been made for the Open Offer Shares to be admitted to CREST.

CREST is a voluntary system and Shareholders who wish to retain certificates will be able to do so. Certificates in respect of the Open Offer Shares are expected to be dispatched by the Company’s Registrars no later than 3 November 2016. The Open Offer Shares due to uncertificated holders will be delivered in CREST as soon as possible after 8 a.m. on 24 October 2016.

Recommendation

The Directors unanimously believe that the Open Offer is in the best interests of the Company and its Shareholders as a whole and recommend Qualifying Shareholders take up their Open Offer Entitlement as they will do in full in respect of their own beneficial holdings of 85,500,000 Ordinary Shares, equivalent to approximately 1.04 per cent. of the current issued share capital of the Company.

Yours faithfully,

David Lenigas

Executive Chairman