Client News

Predator Oil & Gas Holdings Plc (LSE: PRD), the Jersey based Oil and Gas Company with near-term gas operations focussed on Morocco is pleased to announce that it has conditionally placed 15,500,000 new ordinary shares of no par value in the Company and 20,863,636 existing ordinary shares of no par value in the Company transferred by a director of the Company, Paul Griffiths, ( the “Placing Shares”) at a placing price of 5.5 pence each (the “Placing Price”) to raise £2,000,000 (before expenses) (the “Placing”).

The Placing utilises the Company’s available headroom shares as of 31 March 2023 under the Financial Conduct Authority restrictions for companies on the Official List (standard listing segment) of the London Stock Exchange’s main market for listed securities.

Novum Securities Limited (“Novum”) are acting as the sole placing agents to the Company.

The Company will not have sufficient headroom to enable issue and admission of all of the 36,363,636 Placing Shares which are required to be issued pursuant to the Placing without producing of an FCA approved prospectus.

The Company is therefore proposing to issue and admit 15,500,000 new ordinary shares (up to its existing headroom limit existing at 31 March 2023)  on or around 3 April 2023.

On the same date, it is also intended for a director of the Company, Paul Griffiths, to make up the shortfall by way of a loan of 20,863,636 existing ordinary shares (the “Loan Shares”) held by him in order to settle the Placing in a timely manner. For the avoidance of doubt, the transfer of the shares subject to Novum from Paul Griffiths involves no consideration being paid. The transfer of these shares is expected to be made on or around 3 April 2023.

Use of Net Proceeds

The MOU-3 surface location and drilling programme incorporates geological information from the suspended MOU-2 well and allows the Company the first opportunity to penetrate in a single well not only the Moulouya Fan primary target but also the shallower potential gas target included in the first Competent Persons Report produced by SLR Consulting Ireland Ltd. in March 2019.

MOU-3 will therefore target the Prospective and Contingent gas resources shown in the table below.

¹    SLR Consulting (Ireland) Ltd. March 2019

²    SLR Consulting (Ireland) Ltd. January 2022

SLR Consulting (Ireland) Ltd. ² assigned an Expected Net Present Value of US$1.99 million per BCF with a 25% chance of commerciality for the Contingent Moulouya Fan gas resources.

Stock Lending Agreement

The Loan Shares will be documented in a single stock lending agreement between Paul Griffiths and the Company (the “Stock Lending Agreement”).

Under the unsecured Stock Lending Agreement between the Company and Paul Griffiths the return of 20,863,636 shares loaned to the Company (the “Loan”) are intended to be issued to Mr Griffiths when the Company has additional headroom and at an appropriate time, subject to the Company’s dealing policy. When repayment is due the Company will make the necessary listing and admission hearing applications to have those new ordinary shares admitted to trading.

Interest shall accrue on the Loan at a rate of 4% (four percent) above SONIA of the principal sum lent of £1,147,500, being the market value of 20,863,636 shares at the Placing Price. The default rate of interest under the Stock Lending Agreement for any sum which is not repaid when due is 12% per annum.

Related Party Transaction

Paul Griffiths is a director of the Company. The Stock Lending Agreement is therefore considered to be a related party transaction.

Lonny Baumgardner, Alistar Jury and Carl Kindinger, being the independent directors for the purposes of the Related Party Transaction consider that the terms and conditions of the Stock Lending Agreement are fair and reasonable insofar as the shareholders of the Company are concerned.

Completion of the new Placing Shares

Completion of the Placing is conditional on, inter alia:-

15,500,000 ordinary shares of no par value of the total number of 36,363,636 Placing Shares, being admitted to listing on the Official List (standard listing segment) and to trading on the London Stock Exchange’s main market for listed securities (“Admission”) on or before 3 April  2023 (or such later date as may be agreed by the Company and Novum).

Admission, Settlement and Dealings in new Placing Shares

An application will be made to the FCA and to the London Stock Exchange Admission in respect of those 15,500,000 new ordinary shares of no par value of out of the total number of Placing Shares proposed to be issued on completion of the Placing.  It is expected that Admission will become effective, and that dealings in such shares are expected to commence, at 8.00 a.m. on 3 April 2023.

The rights attaching to the new Placing Shares will be uniform in all respects and all of the new Placing Shares will rank pari passu, and form a single class for all purposes with, the existing issued shares of no par value in the Company.

Total Voting Rights

Following Admission, the Company will have 401,294,903 ordinary shares of no par value in issue, each with one vote per share (and none of which are held in treasury). The total number of voting rights in the Company is therefore increased by 15,500,000 to  401,294,903.  This figure of 401,294,903 may be used by shareholders in the Company as the denominator for calculations to determine if they have a notifiable interest in the share capital of the Company under the Disclosure Guidance and Transparency Rules, or if such interest has changed.

Paul Griffiths, Executive Chairman of Predator Oil & Gas Holdings Plc commented:

“The additional funding announced today allows us to advance the drilling of MOU-3 to target for the first time all Prospective and Contingent gas resources.

The learning curve has improved substantially following the information gathered from the suspended well MOU-2. As a result we believe that bringing forward the drilling of MOU-3, with a projected start date in the first week of May, is a sensible course of action.

I am delighted to be supporting the Company and its shareholders through a loan of shares to enable MOU-3 to proceed earlier than originally envisaged based on attractive risk versus reward metrics.”

https://www.londonstockexchange.com/news-article/PRD/placing-to-raise-2-million/15879535

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