Client NewsPredator Oil & Gas Holdings PLC – Loan of net proceeds of Directors’ share sales through Novum Securities Limited to raise £1,890,000
Loan of net proceeds of Directors’ share sales
The Company does not have sufficient headroom to enable issue and admission of new ordinary shares without the production of an FCA approved prospectus.
Accordingly, Novum Securities have received firm orders to buy 18,000,000 existing ordinary shares of no par value in the Company at a price of 10.5 pence each.
Paul Griffiths and Lonny Baumgardner will sell17,500,000 and 500,000 ordinary shares respectively (the “Sales Shares”) at a price of 10.5 pence each (the “Sales Price”) to raise £1,890,000 (before expenses) (the “Sales Proceeds”). The transfer of the Sales Shares is expected on or around 28 June 2023.
The net Sales Proceeds are being loaned to the Company (the “Loans”).
Use of Net Proceeds
The additional funding allows for MOU-4 drilling to progress on schedule without incurring potential standby time waiting on advance payments for well services.
MOU-4 Advance payments for well services and site build
MOU-3 Additional, diesel chemicals and drilling fluids
General working capital and broker expenses
The Loans will be documented in separate agreements between Paul Griffiths and Lonny Baumgardner and the Company (the “Loan Agreements”).
Under the unsecured Loan Agreements the Loans will be capitalised with the return of the same number of Sales Shares to Mr Griffiths (17,500,000 ordinary shares of no par value) and Mr. Baumgardner (500,000 ordinary shares of no par value) when the Company has additional headroom and at an appropriate time, subject to the Company’s dealing policy. When repayment of the Loans are due pursuant to the terms of the Loan Agreements the Company will make the necessary applications to the FCA and LSE to have those new ordinary shares admitted to trading.
It is anticipated that the Company will complete and publish a Prospectus in the coming weeks to, amongst other things, enable the return of all shares due to Paul Griffiths and Lonny Baumgardner (including those loaned previously) before the rigless well testing programme commences in Guercif. Additional working capital will be required in the future to help accelerate a potential Compressed Natural Gas development.
An updated Competent Person’s Report will be produced at the time of a Prospectus.
Interest shall accrue on the Loans at a rate of 4% (four per cent.) above SONIA of the principal sums lent of £1,837,500 and £52,500, being the market value of the Sales Shares at the Sales Price. The default rate of interest under the Loan Agreements for any sum which is not repaid when due is 12% per annum.
Related Party Transaction
Paul Griffiths and Lonny Baumgardner are directors of the Company. The Loan Agreements are therefore considered to be a material related party transaction.
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 Loan Agreement are fair and reasonable insofar as the shareholders of the Company are concerned.
Total Voting Rights
The total number of voting rights in the Company remains unchanged. The figure of 426,403,418 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.
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