Source - RNS
RNS Number : 3853I
AIM
16 June 2017
 

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

 

Diversified Gas & Oil PLC

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Registered Office:

 

27/28 Eastcastle Street

London

W1W 8DH

United Kingdom

 

Head Office:

 

1100 Corporate Drive

Birmingham

Alabama 35242

USA

 

COUNTRY OF INCORPORATION:

 

England & Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

http://www.diversifiedgasandoil.com/

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

Diversified Gas & Oil PLC ("DGO" or the "Company") owns and operates approximately 8,800 conventional gas and oil producing wells across Ohio, Pennsylvania and West Virginia in the Appalachian Basin in the northeastern United States. The Company has grown rapidly over the last two years, capitalising upon opportunities to acquire conventional, low risk oil and gas producing assets from larger US exploration and production companies which are today focused increasingly upon the opportunities from unconventional shale production.

 

The Board announced on 5 May 2017 that the Company had entered into a conditional sale and purchase agreement to acquire certain producing gas and oil assets, comprising approximately 7,300 producing wells, close to the Company's existing operations, principally in the states of Ohio, Pennsylvania, southern New York and northeast Tennessee (the "Titan Assets").

 

In view of the size of the Titan Assets relative to the Company, the Acquisition constitutes a reverse takeover of DGO under Rule 14 of the AIM Rules for Companies.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

Number of Ordinary Shares to be admitted:

 

Existing Ordinary Shares - 105,591,250

Firm Placing Shares - 11,400,000

Bond Conversion Shares - 184,837

Conditional Placing Shares - 27,900,000

Total - 145,076,087

 

Nominal value of Ordinary Shares to be admitted: £0.01

 

Placing Price of Ordinary Shares to be admitted: 70 pence

 

All of Diversified Gas & Oil PLC's AIM securities will be freely transferable

 

No ordinary shares will be held as treasury shares on Admission to AIM

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Capital to be raised on admission: US$35 million (£27.5 million)

 

Anticipated market capitalisation on admission: US$133.0 million (£104.5 million)

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

30.54%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

 

N/A

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Robert Marshall Post, Executive Chairman

 

Robert "Rusty" Russell Hutson Jr., Chief Executive Officer

 

Bradley Grafton Gray, Finance Director & US Chief Operating Officer

 

David Edward Johnson, Senior Independent Non-executive Director

 

Martin Keith Thomas, Independent Non-executive Director

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Name

Pre-Admission

Post-Admission

Rusty Hutson

18.9

13.8

Robert Post

18.9

13.8

Merrill Lynch International

8.2

9.8

GLG Partners

5.8

9.5

Henderson Global Investors

4.9

4.9

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

N/A

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i)         31 December

 

(ii)        31 December 2016

 

(iii)       30 September 2017, 30 June 2018, 30 September 2018

 

EXPECTED ADMISSION DATE:

 

3 July 2017

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Smith & Williamson Corporate Finance Limited

25 Moorgate

London

EC2R 6AY

 

NAME AND ADDRESS OF BROKER:

 

Mirabaud Securities LLP

10 Bressenden Place

London

SW1E 5DH

 

Smith & Williamson Corporate Finance Limited

25 Moorgate

London

EC2R 6AY

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

The admission document, which includes full details of the Company and the admission of its securities, is available from:

 

Smith & Williamson Corporate Finance Limited

25 Moorgate

London

EC2R 6AY

 

http://www.diversifiedgasandoil.com/

 

DATE OF NOTIFICATION:

 

16 June 2017

 

NEW/ UPDATE:

 

NEW

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
PAAUNOVRBWANAAR