Glenwick PLC Investment (0039K)

TIDMGWIK

RNS Number : 0039K

Glenwick PLC

15 September 2016

15 September 2016

Glenwick Plc

("Glenwick" the "Company")

Completion of GBP1.1 million pre-IPO investment.

Since September 2015, when Glenwick became an Investing Company under Rule 15 of the AIM Rules for Companies (the "AIM Rules"), the Board has undertaken an extensive review of a large number of possible acquisition opportunities. Against this background, the Company is now pleased to announce that it has entered into a definitive agreement to invest GBP1.1 million into i3 Energy ( www.i3.energy ) via a pre-IPO convertible loan note (the "Convertible").

i3 Energy Background

i3 Energy ('i3") is a UK registered oil & gas company, formed for the purpose of making investments in near-term producing assets, primarily in the North Sea. Its Board and management consist of individuals with a proven track record of success involving many high profile and successful North Sea and International E&P companies with listings in the UK, North America, and Australia.

i3 Energy's first proposed investment, to be funded by the proceeds of the Convertible, is an acquisition from a major international oil company of a discovered oil field in the North Sea. Glenwick's proposed GBP1.1 million investment is part of the first tranche of the US$2-5million private fundraise, which has been successfully completed by i3. Following the closing of this funding round, i3 proposes to undertake an admission of its shares on the AIM Market of the London Stock Exchange ("AIM"), accompanied by an additional fundraise of cUS$45 million, to bring the acquired field to production in H2 2017.

The Board of Glenwick will now be working closely with its counter-parts at i3 to provide the most attractive platform for the successful listing of i3's shares on AIM in Q4 2016.

The Convertible Investment

-- Glenwick is subscribing for cUS$1.45million (GBP1.1million) of short-dated i3 Convertible Loan Notes;

   --    The Convertible is unsecured and carries no coupon; 
   --    Conversion is mandatory on the admission of i3's shares to trading on AIM; 

-- On such conversion, Glenwick will receive a material uplift relative to the IPO valuation of i3; and

-- In the event that the shares of i3 do not achieve a public quotation within 12 months of the closing of the Convertible fund-raise, holders will be entitled to redeem the Convertible, again with a positive return.

Dr. Jaap Poll, a Non-Executive Director of Glenwick, commented:

"Based on the production profiles and development costs derived from i3, and at $50/barrel oil price, the project has a potential pre-tax valuation of cUS$400 million, which would be consistent with established evaluation methods and practices for analogous oil fields in the North Sea."

Commenting on the closing of the i3 Energy investment, Graham Smith, on behalf of the entire Board of the Company, comments:

"i3 Energy is the most attractive resource investment prospect to have been presented to us. On even the most conservative valuation metrics, Glenwick shareholders can now look forward to receiving a material return on their investments into the Company. The Company's investment today also means that Glenwick and its shareholders will be playing a critical role in the financing and IPO of this major UK resource vehicle and we look forward to providing further news to shareholders of this process shortly".

Suspension

On becoming an Investing Company on 3 September 2015, the Company was required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its investing policy within 12 months. Trading in the Company's shares were suspended on 5 September 2016 as the Company had not implemented its investing policy. Shareholders should be aware that this pre-IPO investment will not constitute the implementation of the Company's investing policy as the Company has not completed an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules. If trading in the Company's shares remains suspended for a period of six months from the date of suspension, then trading in the Company's shares will be cancelled. If the Company does not implement its investing policy, in sufficient time, the Board will distribute the holding in i3 Energy directly back to Glenwick shareholders and will seek an orderly and solvent winding up of the Company.

The information contained in this announcement has been reviewed and signed off by Dr Jaap Poll, Bsc, MSc, PhD, a non-executive director of the Company, and a member of the American Association of Petroleum Geologists and a distinguished member of the Petroleum Exploration Society of Australia, who meets the criteria of a qualified person under the AIM Guidance Note for Mining, Oil and Gas Companies.

For further information, please contact:

 
  FIM Capital Limited 
                                          [phone] 
  Graham Smith                             250 
  Allenby Capital Limited (Nominated 
   Adviser and Joint-Broker)                [phone] 
   John Depasquale/Nick Harriss             5656 
  Peterhouse Corporate Finance Limited 
   (Joint-Broker)                           [phone] 
   Lucy Williams / Heena Karani             0933 
 

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September 15, 2016 13:29 ET (17:29 GMT)