Frontera Resources Corporation Fundraising of approx £3.0m incl PrimaryBid Offer (7368S)

TIDMFRR

RNS Number : 7368S

Frontera Resources Corporation

04 October 2017

4 October 2017

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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 IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY DARWIN STRATEGIC LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY. PRIMARYBID LTD IS AN APPOINTED REPRESENTATIVE OF DARWIN STRATEGIC LIMITED.

Frontera Resources Corporation

("Frontera Resources" or the "Company")

Fundraising and Subscription of approximately GBP3.0 million including a PrimaryBid Offer

Frontera Resources Corporation (AIM:FRR), the European focused oil and gas exploration and production company, is pleased to announce a fundraising of approximately GBP3m (before expenses) by the issue and allotment by the Company of 517,241,379 new ordinary shares each in the Company ("New Ordinary Shares") at an offer price of 0.58 pence per New Ordinary Share, being a discount of approximately 17 per cent to yesterday's closing price. The fundraising comprises a Director subscription (the "Subscription") in conjunction with a fully underwritten offer via PrimaryBid (the "Offer") (together the "Fundraising").

The Company is pleased to provide existing shareholders, private and other investors the opportunity to participate in the fundraising by applying exclusively through the www.PrimaryBid.com platform under the Offer. PrimaryBid does not charge investors any commission for this service.

On 22 August 2017, the Company stated its intentions in respect to the Dino-2 well in Taribani and the Ud-2 well in Mtsare-Khevi. Following the successful re-entry of the Ud-2 well, the Company is now in the position to accelerate the work on the Dino-2 well.

The proceeds of the Fundraise are to procure (i) the following materials and services for wells Dino-2 and T-45 in Taribani complex: drilling mud and fluids, tubulars, and (ii) the following services for drilling of Dino-2 well in Taribani complex: drilling, logging and cementing services.

Highlights

-- Fundraising at 0.58 pence per New Ordinary Share ("Issue Price") to raise an aggregate of approximately GBP3.0 million (before expenses).

   --     Of the fundraise, intention of Zaza Mamulaishvili to subscribe for GBP1.0 million. 
   --     The Offer, which is described below, is fully underwritten by two financial institutions. 

-- The Company values its private investor base and is therefore opening the Offer to individual and institutional investors exclusively on PrimaryBid.com until 9p.m. on 4(th) October 2017. PrimaryBid Limited is acting as sole arranger for the Offer.

-- Subscriptions under the Offer will be considered by the Company on a "first come, first served" basis subject to conditions.

   --     Any investment request over GBP100,000 will first require the Company's consent. 

No commission is charged to investors on applications to participate in the Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

Further details of the Offer and the Subscription are included below. The Director's subscription is classified as related party transactions in accordance with the AIM Rules. With the exception of Zaza Mamulaishvili, the directors of the Company consider, having consulted with its nominated adviser, Cairn Financial Advisers LLP, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

For further information on PrimaryBid.com or the procedure for applications under the Offer, visit www.PrimaryBid.com or call PrimaryBid.com on [phone].

The Fundraising is expected to be completed and the results of it announced on 5 October 2017.

Enquiries:

 
 
Frontera Resources               (713) 585- 3216 
Zaza Mamulaishvili 
[e-mail] 
                                 [phone] 
  Cairn Financial Advisers LLP    0880 
Jo Turner / Liam Murray 
                                 [phone] 
WH Ireland Limited                1880 
James Joyce / Alex Bond 
                                 +44 (0) 203 
Yellow Jersey                     735 8825 
Tim Thompson 
Harriet Jackson 
Henry Wilkinson 
                                 +44 (0) 207 
PrimaryBid Limited                491 6519 
Dave Mutton 
 
 
 

Details of the Fundraising

The Company today announces a Fundraise of GBP3.0 million (before expenses) through the issue and allotment by the Company of an aggregate of 517,241,379 new ordinary shares each in the Company ("New Ordinary Shares") at a price of 0.58 pence per New Ordinary Share ("Issue Price").

The Company values its private investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of private shareholders, the Company believes that it is appropriate to provide private and other interested investors the opportunity to participate in the Fundraising. The Company is therefore making the Offer exclusively through PrimaryBid.com.

Private and other investors may participate in the Offer of New Ordinary Shares on a on a first come, first served basis, exclusively through PrimaryBid.com.

The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority.

The Company offers for subscription under the Fundraising up to 517,241,379 New Ordinary Shares at the Issue Price to raise approximately GBP3.0 million with a minimum subscription of GBP1,000 per investor. The Offer is fully underwritten and is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come first served" basis.

The maximum investment amount under the Offer for any investor is GBP100,000. Any investment request over GBP100,000 will first require the Company's consent.

The Company may, at its sole discretion (within the Company's existing non pre-emptive permissions), elect to increase the total number of New Ordinary Shares issued under the Offer.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com.

The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com. The Offer is made on a first come, first served basis and scale back of subscriptions (where necessary) will be made at the discretion of PrimaryBid in consultation with the Company.

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Application will be made to the London Stock Exchange plc for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on or around 11 October 2017 - at which time it is also expected that the New Ordinary Shares will be enabled for settlement in CREST.

The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

Subscription and Related Party Transaction

It is the intention of Mr Zaza Mamulaishvili, CEO of the Company, to subscribe for GBP1.0 million of New Ordinary Shares at the offer price of 0.58 pence per share.

Mr Mamulaishvili is currently interested in 841,845,433 ordinary shares, representing 6.3 per cent. of the issued share capital of the Company prior to the Subscription and Offer.

The Director's subscription is classified as related party transactions in accordance with the AIM Rules. With the exception of Zaza Mamulaishvili, the directors of the Company consider, having consulted with its nominated adviser, Cairn Financial Advisers LLP, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.

Expected Timetable of Principal Events

 
 Announcement of the Offer                  4 October 2017 
 
 Closing of subscriptions           9:00 p.m. on 4 October 
  on PrimaryBid.com                                   2017 
 
 Announcement of result of                  5 October 2017 
  the Offer 
 
 Admission and commencement         8:00 a.m. on or around 
  of dealings in the New Ordinary          11 October 2017 
  Shares on AIM 
 
 
 
 

Definitions

 
 "CREST"                      the relevant system (as 
                               defined in the CREST Regulations) 
                               in respect of which Euroclear 
                               is the operator (as defined 
                               in the CREST Regulations) 
---------------------------  ----------------------------------- 
 "Euroclear"                  Euroclear UK & Ireland 
                               Limited 
---------------------------  ----------------------------------- 
 "Prospectus Rules"           the Prospectus Rules made 
                               in accordance with the 
                               EU Prospectus Directive 
                               2003/71/EC in relation 
                               to offers of securities 
                               to the public and the 
                               admission of securities 
                               to trading on a regulated 
                               market 
---------------------------  ----------------------------------- 
 "Restricted Jurisdictions"   United States of America, 
                               Canada, Australia, Japan 
                               and the Republic of South 
                               Africa and any other jurisdiction 
                               where the extension or 
                               availability of the Offer 
                               would breach any applicable 
                               law 
---------------------------  ----------------------------------- 
 

ENDS

This information is provided by RNS

The company news service from the London Stock Exchange

END

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October 04, 2017 12:02 ET (16:02 GMT)