Eland Oil & Gas PLC Completion of Oversubscribed Placing (4768H)

TIDMELA

RNS Number : 4768H

Eland Oil & Gas PLC

07 June 2017

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES DISCUSSED HEREIN IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

7 June 2017

Eland Oil & Gas PLC

Completion of Oversubscribed Placing to Raise $19.5 million

Eland Oil & Gas PLC ("Eland" or the "Company" or the "Group"), an oil & gas production and development company operating in West Africa with an initial focus on Nigeria, is pleased to announce the successful completion of the Placing, as announced earlier today (the "Placing Launch Announcement"). Owing to a strong response from investors, the Placing was oversubscribed and the close of the books had been brought forward.

A total of 27,548,000 Placing Shares have been placed at a price of 55 pence per Placing Share. The Placing will raise gross proceeds of approximately $19.5 million (equivalent to approximately GBP15.2 million at an exchange rate of $1.29).

The Placing, which has been conducted by Panmure Gordon as Lead Bookrunner, Canaccord as Nominated Adviser and Joint Bookrunner and Pareto Securities as Joint Bookrunner, pursuant to the terms and conditions as set out in the Appendix to the Placing Launch Announcement, is conditional, amongst other things, on Admission.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing voting ordinary shares of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the Placing Shares.

George Maxwell, CEO of Eland, commented:

"I am delighted to announce the successful completion of our oversubscribed placing. I would like to thank our shareholders for their continued support and welcome our new shareholders to the Company.

"Eland now has the funds available to accelerate drilling activity across our development projects. We intend on deploying these funds immediately as we focus on growing our production significantly and drilling preparations for the side-tracking of Opuama will commence imminently. We look forward to updating shareholders on our progress."

Application will be made to the London Stock Exchange for admission to trading of the Placing Shares on AIM ("Admission"). It is expected that Admission will take place at 8:00 a.m. on 14 June 2017 (at which time the Placing will become unconditional) and that dealings in the Placing Shares on AIM will commence at the same time.

Eland's enlarged issued ordinary share capital immediately following the issue of the Placing Shares will be 213,867,340 voting ordinary shares and 6,296,815 non-voting right ordinary shares. The aforementioned figure of 213,867,340 voting ordinary shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in interest in, the share capital of the Company under the Disclosure and Transparency Rules.

Confirmation of work programme

Pursuant to the quantum of the Placing, the Company confirms that the development of Gbetiokun-1 will be contiguous with the development of Opuama-7, with operations for both wells taking place in the second half of 2017. Preparations for the side-track of Opuama-7 will begin immediately.

Directors' dealings

The Company has today been notified that certain directors of Eland have agreed to acquire Placing Shares pursuant to the terms of the Placing. Following Admission, the beneficial interests of the participating directors will be as follows:

 
                            Number of 
                       Placing Shares 
                    acquired pursuant       Resulting    % of enlarged 
                         to the terms    holding post    issued voting 
 Director              of the Placing       Admission    share capital 
----------------  -------------------  --------------  --------------- 
 Russell Harvey                18,182          42,888            0.02% 
 George Maxwell                27,273         540,802            0.25% 
 Olivier Serra                 27,273          86,097            0.04% 
 

The Company has also today been notified that the following two substantial shareholders of Eland have agreed to acquire Placing Shares pursuant to the terms of the Placing. Following Admission, their beneficial interests will be as follows:

 
                                    Number of 
                                      Placing 
                              Shares acquired                       % of enlarged 
                                     pursuant         Resulting     issued voting 
                                 to the terms           holding     share capital 
 Entity                        of the Placing    post Admission    post Admission 
--------------------------  -----------------  ----------------  ---------------- 
 Helios Natural Resources 
  Ltd (incorporated 
  in Mauritius) 
  ("Helios Natural 
  Resources")                      1,409,443*       56,373,258*            26.36% 
 Lombard Odier Asset 
  Management Europe 
  Limited ("Lombard 
  Odier")                           5,735,491        52,998,519            24.78% 
 

* In addition, Helios Natural Resources holds 6,296,815 non-voting right ordinary shares of 10 pence each.

Defined terms used in this announcement have the same meaning as set out in the Placing Launch Announcement issued by the Company earlier today.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR").

For further information:

Eland Oil & Gas PLC ([phone])

www.elandoilandgas.com

George Maxwell, CEO

Olivier Serra, CFO

Edward Cozens, GM Commercial

Canaccord Genuity Limited (nominated adviser and joint broker) ([phone])

Henry Fitzgerald O'Connor

James Asensio

Panmure Gordon (UK) Limited (Lead Bookrunner and joint broker) ([phone])

Adam James / Atholl Tweedie

Tom Salvesen

Pareto Securities (Joint Bookrunner) ([phone])

Davide Finelli

Camarco ([phone])

Billy Clegg / Georgia Edmonds

The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on the transactions of the certain Directors who subscribed for Placing Shares pursuant to the Placing.

Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated with them.

 
  1   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ------------------------------------------------------------ 
 a)   Name                      Russell Harvey 
---  ------------------------  ---------------------------------- 
 2    Reason for the notification 
---  ------------------------------------------------------------ 
 a)   Position/status           Chairman 
---  ------------------------  ---------------------------------- 
 b)   Initial notification      Initial 
       /Amendment 
---  ------------------------  ---------------------------------- 
 3    Details of the issuer, emission allowance market 
       participant, auction platform, auctioneer or 
       auction monitor 
---  ------------------------------------------------------------ 
 a)   Name                      Eland Oil & Gas PLC 
---  ------------------------  ---------------------------------- 
 b)   LEI                       N/A 
---  ------------------------  ---------------------------------- 
 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            Ordinary shares of 10 pence 
       the financial             each ("Ordinary Shares") 
       instrument, type 
       of instrument 
---  ------------------------  ---------------------------------- 
 b)   Identification            GB00B8HHWX64 
       code 
---  ------------------------  ---------------------------------- 
 c)   Nature of the             Purchase of Ordinary Shares 
       transaction               pursuant to the Placing 
---  ------------------------  ---------------------------------- 
 d)   Price(s) and               Prices(s)    Volume(s) 
       volume(s)                 -----------  ---------- 
                                  55 pence     18,182 
                                 -----------  ---------- 
---  ------------------------  ---------------------------------- 
 d)   Aggregated information    N/A 
       - Aggregated 
       volume 
       - Price 
---  ------------------------  ---------------------------------- 
 e)   Date of the transaction   7 June 2017 
---  ------------------------  ---------------------------------- 
 f)   Place of the              London Stock Exchange, AIM Market 
       transaction               (XLON) 
---  ------------------------  ---------------------------------- 
 
 
  1   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ------------------------------------------------------------ 
 a)   Name                      George Maxwell 
---  ------------------------  ---------------------------------- 
 2    Reason for the notification 
---  ------------------------------------------------------------ 
 a)   Position/status           Chief Executive Officer 

---  ------------------------  ---------------------------------- 
 b)   Initial notification      Initial 
       /Amendment 
---  ------------------------  ---------------------------------- 
 3    Details of the issuer, emission allowance market 
       participant, auction platform, auctioneer or 
       auction monitor 
---  ------------------------------------------------------------ 
 a)   Name                      Eland Oil & Gas PLC 
---  ------------------------  ---------------------------------- 
 b)   LEI                       N/A 
---  ------------------------  ---------------------------------- 
 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            Ordinary shares of 10 pence 
       the financial             each ("Ordinary Shares") 
       instrument, type 
       of instrument 
---  ------------------------  ---------------------------------- 
 b)   Identification            GB00B8HHWX64 
       code 
---  ------------------------  ---------------------------------- 
 c)   Nature of the             Purchase of Ordinary Shares 
       transaction               pursuant to the Placing 
---  ------------------------  ---------------------------------- 
 d)   Price(s) and               Prices(s)    Volume(s) 
       volume(s)                 -----------  ---------- 
                                  55 pence     27,273 
                                 -----------  ---------- 
---  ------------------------  ---------------------------------- 
 d)   Aggregated information    N/A 
       - Aggregated 
       volume 
       - Price 
---  ------------------------  ---------------------------------- 
 e)   Date of the transaction   7 June 2017 
---  ------------------------  ---------------------------------- 
 f)   Place of the              London Stock Exchange, AIM Market 
       transaction               (XLON) 
---  ------------------------  ---------------------------------- 
 
 
  1   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ------------------------------------------------------------ 
 a)   Name                      Olivier Serra 
---  ------------------------  ---------------------------------- 
 2    Reason for the notification 
---  ------------------------------------------------------------ 
 a)   Position/status           Chief Financial Officer 
---  ------------------------  ---------------------------------- 
 b)   Initial notification      Initial 
       /Amendment 
---  ------------------------  ---------------------------------- 
 3    Details of the issuer, emission allowance market 
       participant, auction platform, auctioneer or 
       auction monitor 
---  ------------------------------------------------------------ 
 a)   Name                      Eland Oil & Gas PLC 
---  ------------------------  ---------------------------------- 
 b)   LEI                       N/A 
---  ------------------------  ---------------------------------- 
 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            Ordinary shares of 10 pence 
       the financial             each ("Ordinary Shares") 
       instrument, type 
       of instrument 
---  ------------------------  ---------------------------------- 
 b)   Identification            GB00B8HHWX64 
       code 
---  ------------------------  ---------------------------------- 
 c)   Nature of the             Purchase of Ordinary Shares 
       transaction               pursuant to the Placing 
---  ------------------------  ---------------------------------- 
 d)   Price(s) and               Prices(s)    Volume(s) 
       volume(s)                 -----------  ---------- 
                                  55 pence     27,273 
                                 -----------  ---------- 
---  ------------------------  ---------------------------------- 
 d)   Aggregated information    N/A 
       - Aggregated 
       volume 
       - Price 
---  ------------------------  ---------------------------------- 
 e)   Date of the transaction   7 June 2017 
---  ------------------------  ---------------------------------- 
 f)   Place of the              London Stock Exchange, AIM Market 
       transaction               (XLON) 
---  ------------------------  ---------------------------------- 
 

IMPORTANT NOTICES

THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION IN WHICH SUCH AN OFFER WOULD BE UNLAWFUL. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES.

The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities to the public in the United States, the United Kingdom or in any other jurisdiction. There will be no public offer of securities in the United States, United Kingdom or in any other jurisdiction. This communication is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) who are high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment activity in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

In member states of the European Economic Area, this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State).

This communication does not constitute or form a part of any offer or solicitation or advertisement of an offer to purchase and/or subscribe for shares in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, No. 71 of 2008 (as amended) or otherwise (the "Companies Act") and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the Companies Act.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements", including within the meaning of Section 27A of the US Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934. These forward-looking statements are based on the Company's current expectations and projections about future events and can be identified by the use of a date in the future or forward-looking terminology, including, but not limited to, the terms "may", "believes", "estimates", "plans", "aims", "targets", "projects", "anticipates", "expects", "intends", "will", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations. They are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Any forward-looking statements in this announcement reflect the Company's view with respect to future events as at the date of this announcement and are subject to risks relating to future events and the Company's operations, results of operations, financial condition, growth, strategy, liquidity and the industry in which the Company operates. No assurances can be given that the forward-looking statements in

this announcement will be realised. Neither the Company, Panmure Gordon, Canaccord nor Pareto undertake any obligation nor do they intend to revise or update any forward-looking statements in this announcement to reflect events or circumstances after the date of this announcement (except, in the case of the Company, to the extent required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange or by applicable law, the AIM Rules or the Disclosure Rules and Transparency Rules). None of the future projections, expectations, estimates or prospects in this announcement should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the announcement. As a result of these risks, uncertainties and assumptions, prospective investors should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. The Company undertakes no obligation to update the forward-looking statements in this announcement or any other forward-looking statements it may make. Forward-looking statements in this announcement are current only as of the date on which such statements are made.

This announcement has been issued by, and is the sole responsibility of, the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, Japan, Jersey or South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

None of Panmure Gordon, Canaccord and Pareto, nor any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings nor any of their respective directors, officers, employees or advisers nor any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.

Panmure Gordon, which is regulated by the FCA in the United Kingdom is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Panmure Gordon nor for providing advice in relation to the Placing or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Panmure Gordon by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Panmure Gordon does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Panmure Gordon accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Canaccord, which is regulated by the FCA in the United Kingdom is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Canaccord nor for providing advice in relation to the Placing or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Canaccord by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Canaccord does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Canaccord accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Pareto, which is regulated by the FCA in the United Kingdom is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Pareto nor for providing advice in relation to the Placing or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Pareto by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Pareto does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Pareto accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Any indication in this announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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June 07, 2017 13:25 ET (17:25 GMT)