NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER FOR SALE OR SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF JERSEY OIL AND GAS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
17 March 2021
Jersey Oil and Gas plc
("Jersey Oil & Gas", "JOG" or the "Company")
Result of Oversubscribed Placing and Subscription
Jersey Oil & Gas (AIM: JOG), an independent upstream oil and gas company focused on the UK Continental Shelf ("UKCS") region of the North Sea, is pleased to announce that, further to its announcement at 7.50 a.m. today, it has successfully completed an oversubscribed Placing by way of an accelerated bookbuild which is now closed.
The Placing and Subscription has raised, in aggregate, £15 million (before expenses) through the placing of 9,054,548 new Ordinary Shares (the "Placing Shares") and a Subscription for 36,361 new Ordinary Shares (the "Subscription Shares") at an Issue Price of 165 pence per share. The Issue Price represents a premium of approximately 1.23 per cent. to the closing middle market price of 163 pence per existing Ordinary Share on 16 March 2021, being the last business day prior to the announcement of the Fundraising.
Completion of the Placing and Subscription is subject, inter alia, to Shareholder approval of the Resolutions to authorise the issue of the New Ordinary Shares, which will be sought at a General Meeting of the Company to be held at 10.00 a.m. on 14 April 2021.
A Circular containing further details of the Fundraising including a formal Notice convening the General Meeting and the terms of the offer for subscription to raise up to a further £2 million from Qualifying Participants at the Issue Price is expected to be despatched to Shareholders, together with an Application Form, on or around 29 March 2021 and will thereafter be available on the Company's website at www.jerseyoilandgas.com.
Director Dealings
Pursuant to the Subscription, Andrew Benitz, Vicary Gibbs, Ronald Lansdell and Marcus Stanton, being certain of the Company's Directors, have subscribed for new Ordinary Shares as follows:
| Director | Role | No. of existing Ordinary Shares | % of Existing Ordinary Share Capital | Number of Subscription Shares subscribed for | No. of Ordinary Shares to be held immediately following Admission | % of Enlarged Share Capital immediately following Admission* |
| Andrew Benitz | CEO | 641,942 | 2.94% | 9,090 | 651,032 | 2.11% |
| Vicary Gibbs | CFO | 16,500 | 0.08% | 6,060 | 22,560 | 0.07% |
| Ronald Lansdell | COO | 1,013,590 | 4.64% | 15,151 | 1,028,741 | 3.33% |
| Marcus Stanton | Non-Executive Chairman | 100,000 | 0.46% | 6,060 | 106,060 | 0.34% |
Note:
* - Assuming Admission of the Placing Shares and the Subscription Shares but not taking into account any Ordinary Shares which may be issued pursuant to the Offer.
Andrew Benitz, Vicary Gibbs, Ronald Lansdell and Marcus Stanton, as Directors of the Company, are classified as related parties under the AIM Rules for Companies and their participation in the Subscription element of the Fundraising therefore constitutes a related party transaction pursuant to Rule 13 of the AIM Rules.
Accordingly, Mr Frank Moxon, being the sole independent director, considers, having consulted with Strand Hanson Limited, the Company's Nominated Adviser, that the terms of the abovementioned Directors participation in the Subscription are fair and reasonable insofar as Shareholders are concerned.
Admission to trading on AIM
Application will be made to the London Stock Exchange for the admission of the Placing Shares and Subscription Shares to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the Placing Shares and Subscription Shares commence at 8.00 a.m. on 15 April 2021. Application will also be made to the London Stock Exchange for the admission of the Offer Shares to trading on AIM.
Total voting rights
Following the issue of the Placing Shares and Subscription Shares (but prior to the Offer) and assuming the passing of the Resolutions at the General Meeting, the Company will have 30,920,136 Ordinary Shares in issue. The Company has no Ordinary Shares in treasury.
Capitalised terms used but not otherwise defined in this announcement shall have the same meanings ascribed to such terms in the Company's announcement released earlier today unless the context requires otherwise.
Andrew Benitz, CEO of Jersey Oil and Gas plc, commented:
"We are delighted to announce the completion of todays oversubscribed placing, subject to shareholder approval at the forthcoming General Meeting. With the net proceeds of the Fundraising, Jersey Oil & Gas can continue to develop its GBA project at pace and progress its recently launched farm-out process.
"This is an important period for Jersey Oil & Gas and we are highly encouraged by the significant interest we have received, as part of this Fundraising, for the further development of our flagship production hub in the North Sea.
"We look forward to updating shareholders as further progress is made in due course."
Enquiries:
| Jersey Oil and Gas plc
| Andrew Benitz, CEO | C/o Camarco: Tel: 020 3757 4983 |
| Strand Hanson Limited | James Harris | Tel: 020 7409 3494 |
| Arden Partners plc | Paul Shackleton | Tel: 020 7614 5900 |
| finnCap Ltd | Christopher Raggett | Tel: 020 7220 0500 |
| Camarco | Billy Clegg | Tel: 020 3757 498 |
Important Information
To the extent that this announcement contains certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance, a number of risks and uncertainties exist. The Company cautions readers that any forward-looking statement is no guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements.
A forward-looking statement can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the planned use of the proceeds of the Fundraising, the liquidity position of the Company, the future performance of the Company, future foreign exchange rates, interest rates and currency controls, the future political and fiscal regimes in any overseas markets in which the Company may operate, the Company's future financial position, plans and objectives for future operations and any other statements that are not historical fact.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market related risks such as changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements.
Any forward-looking statement made in this announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgement at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the Financial Conduct Authority of the UK ("FCA"), the London Stock Exchange Plc ("London Stock Exchange"), the AIM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Arden Partners plc, which is authorised and regulated by the FCA in the United Kingdom, is acting as bookrunner and Joint Broker to the Company in connection with the Placing. Arden Partners plc will not be responsible to any person other than the Company for providing the protections afforded to clients of Arden Partners plc or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Arden Partners plc is not making any representation or warranty, express or implied, as to the contents of this announcement. Arden Partners plc has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Arden Partners plc for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.
finnCap Ltd, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Broker to the Company in connection with the Placing. finnCap Ltd will not be responsible to any person other than the Company for providing the protections afforded to clients of finnCap Ltd or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. finnCap Ltd is not making any representation or warranty, express or implied, as to the contents of this announcement. finnCap Ltd has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by finnCap Ltd for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
Strand Hanson Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser to the Company for the purposes of the AIM Rules in connection with the Fundraising and, as nominated adviser, its responsibilities are owed solely to the London Stock Exchange and are not owed to the Company or its Directors or to any other person or entity. Strand Hanson Limited will not be responsible to any person other than the Company for providing the protections afforded to clients of Strand Hanson Limited or for providing advice to any other person in connection with the Fundraising or any acquisition of shares in the Company. Strand Hanson Limited is not making any representation or warranty, express or implied, as to the contents of this announcement. Strand Hanson Limited has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Strand Hanson Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.
PDMR Notification Form
The notification below is made in accordance with the requirements of MAR.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||
| a) | Name | a) Andrew Benitz b) Vicary Gibbs c) Ronald Lansdell d) Marcus Stanton | ||
| 2 | Reason for the notification | |||
| a) | Position/status | a) Chief Executive Officer b) Chief Financial Officer c) Chief Operating Officer d) Non-Executive Chairman | ||
| b) | Initial notification/Amendment | Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name |
| ||
| b) | LEI | 213800RIR1SZC1734G32 | ||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||
| a) | Description of the financial instrument, type of instrument Identification code |
| ||
| b) | Nature of the transaction | Participation in subscription | ||
| c) | Price(s) and volume(s) | Price - 165 pence Volumes: a) 9,090 b) 6,060 c) 15,151 d) 6,060 | ||
| d) | Aggregated information | See 4c) above | ||
| e) | Date of the transaction | 17 March 2021 | ||
| f) | Place of the transaction | London Stock Exchange, AIM | ||
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