PROVIDENCE RES. Miscellaneous

 
TIDMPVR 
 
 
   THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 
 
   THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT 
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR 
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH 
AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS 
ANNOUNCEMENT 
 
   FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL 
NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR ISSUE OR THE 
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY 
NEW OR EXISTING ORDINARY SHARES OF PROVIDENCE RESOURCES PLC IN ANY 
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL 
 
   Capitalised terms not otherwise defined in the text of this Announcement 
have the meanings given in the Company's announcement regarding the 
proposed Fundraising released earlier today. 
 
   Providence Resources P.l.c. 
 
   Result of Fundraising 
 
   Dublin and London -- 6 April, 2020 -- Providence Resources P.l.c. (PVR 
LN, PRP ID), the Irish based energy company ("Providence" or the 
"Company"), announced earlier today details of a conditional fundraising 
to raise approximately US$3.0 million (before expenses) to be completed 
by way of an accelerated bookbuild process (the "Bookbuild") which was 
managed by Cenkos, Davy and Mirabaud, the Company's brokers (together 
the "Joint Bookrunners"). 
 
   The Company is pleased to confirm that the Bookbuild has been completed 
and the Company has, conditionally, raised gross proceeds of GBP2.7 
million (equivalent to approximately US$3.3 million) through the issue 
of 157,973,004 Placing Securities and 20,000,000 Subscription Securities 
(each of which shall comprise one New Ordinary Share, one 3p Warrant and 
one 9p Warrant) at a price of 1.5p each (the "Issue Price"). 
 
   Accordingly, a total of 177,973,004 New Ordinary Shares will be issued 
pursuant to the Fundraising, representing approximately 21 per cent of 
the Company's issued Ordinary Shares following Admission together with 
an aggregate of 177,973,004 3p Warrants and 177,973,004 9p Warrants. The 
New Ordinary Shares will be issued and credited as fully paid and will 
rank in full for all dividends and other distributions declared, made or 
paid after the admission of those Ordinary Shares and will otherwise 
rank on Admission pari passu in all respects with each other and with 
the existing Ordinary Shares in the Company. 
 
   The Issue Price represents a discount of 13 per cent. to the closing 
price of an existing Ordinary Share of 1.73p on 3 April 2020, being the 
latest practicable date on which the Company's shares traded on AIM and 
Euronext Growth ahead of this announcement. 
 
   The Placing is conditional upon, amongst other things: 
 
 
   -- the passing of the Resolutions without amendment to be proposed at the 
      Extraordinary General Meeting; 
 
   -- the Placing Agreement having become unconditional (save for Admission) 
      and not having been terminated in accordance with its terms prior to 
      Admission; and 
 
   -- Admission taking place by no later than 8.00 a.m. on 6 May 2020 (or such 
      later date as the Joint Bookrunners may agree in writing with the Company, 
      being not later than 8.00 a.m. on 20 May 2020). 
 
 
   If any of the conditions are not satisfied, the Placing Securities and 
the Subscription Securities will not be issued and Admission of the New 
Ordinary Shares will not take place. 
 
   Related Party Transaction 
 
   Pageant Holdings Ltd ("Pageant") has conditionally agreed to subscribe 
for 40,381,751 Placing Securities at the Issue Price pursuant to the 
Placing. As a substantial shareholder of the Company, Pageant is a 
related party for the purposes of the AIM Rules and the Euronext Growth 
Rules. The directors of the Company consider, having consulted with the 
Company's nominated adviser, Cenkos, and Euronext Growth adviser, Davy, 
that the terms of the subscription by Pageant is fair and reasonable 
insofar as the Company's shareholders are concerned. 
 
   Directors' Participation 
 
   As set out below, certain Directors of the Company and Persons 
Discharging Managerial Responsibility, have agreed to subscribe for a 
total of 2,922,663 Placing Securities in the Placing. 
 
   Their individual participation is as follows: 
 
 
 
 
                                                      Resultant Holding 
                                  Number of       Number of     % of Enlarged 
                                   Placing         Ordinary      Issued Share 
Name           Position           Securities        Shares         Capital 
-------------  ---------------  --------------  --------------  -------------- 
Pat Plunkett   Chairman              1,000,000       2,750,000            0.33 
Alan Linn      CEO                     882,961         882,961            0.11 
               Non-Executive 
Angus McCoss    Director               333,333         333,333            0.04 
Simon Brett    CFO                     706,369         706,369            0.08 
-------------  ---------------  --------------  --------------  -------------- 
 
 
   Next Steps 
 
   The Extraordinary General Meeting is expected to be held on 5 May 2020 
for the purpose of passing the Placing Resolutions. 
 
   The Circular, containing the Notice of the Extraordinary General Meeting, 
sets out the Placing Resolutions and further details on the Fundraising 
and is expected to be despatched to Shareholders of the Company on or 
about 9 April 2020. 
 
   Application will be made to the London Stock Exchange and Euronext 
Dublin for the New Ordinary Shares to be admitted to trading on AIM and 
Euronext Growth. It is expected that admission to trading on each 
exchange ("Admission") will become effective and that dealings in the 
New Ordinary Shares will commence on AIM and Euronext Growth at 8.00 
a.m. on 6 May 2020. 
 
   The total issued share capital of the Company, as increased by the New 
Ordinary Shares, immediately following Admission (and excluding any 
issues of shares pursuant to the exercise of any employee share 
incentives between the date of this Announcement and Admission) will be 
835,397,852 Ordinary Shares. 
 
   The expected timetable set out in the Company's announcement regarding 
the proposed Fundraising released earlier today remains unchanged and is, 
for reference, set out again below. 
 
 
 
 
Announcement of the Fundraising                                   6 April 2020 
 
Announcement of the results of the Fundraising                    6 April 2020 
 
Posting of the Circular and the Forms of Proxy                    9 April 2020 
 
Last time and date for receipt of Forms of Proxy for       11.00 a.m. on 3 May 
 use at the Extraordinary General Meeting                                 2020 
 
Voting Record Date                                          6.00 p.m. on 3 May 
                                                                          2020 
 
Extraordinary General Meeting                              11.00 a.m. on 5 May 
                                                                          2020 
 
Admission effective and dealings in New Ordinary Shares     8.00 a.m. on 6 May 
 expected to commence on AIM and Euronext Growth                          2020 
 
Notes: 
 
 1.    Each of the times and dates shown above and elsewhere 
       in this announcement are indicative and accordingly 
       are subject to change. 
 
 2.    References to time in this announcement are to Dublin 
       time unless otherwise stated. 
 
 3.    If any of the above times and/or dates change, the 
       revised time(s) and/or date(s) will be notified to 
       Shareholders by announcement through a Regulatory 
       Information Service. 
 
 
   For further information please contact the following: 
 
 
 
 
Providence Resources P.l.c.                           Tel: [phone] 
Alan Linn, Chief Executive Officer 
 Pat Plunkett, Chairman 
 
Cenkos Securities plc                                Tel: [phone] 
Neil McDonald 
 Derrick Lee 
 Joe Nally (Corporate Broking) 
 
J&E Davy                                              Tel: [phone] 
Anthony Farrell 
 John Frain 
 
Mirabaud Securities Limited                         Tel: + 44 20 3167 7221 
Peter Krens 
 
MEDIA ENQUIRIES 
 
Murray Consultants                  Tel: [phone] 
Pauline McAlester 
 
 
 
   1. 
 
   Details of the person discharging managerial responsibilities/ person 
closely associated 
 
   a) 
 
   Name 
 
   Pat Plunkett 
 
   2. 
 
   Reason for the notification 
 
   a) 
 
   Position/status 
 
   Chairman 
 
   b) 
 
   Initial notification/ Amendment 
 
   Initial Notification 
 
   3. 
 
   Details of the issuer, emission allowance market participant, auction 
platform, auctioneer or auction monitor 
 
   a) 
 
   Name 
 
   Providence Resources P.l.c. (the "Company") 
 
   b) 
 
   LEI 
 
   635400DSMSR5LZVGDI48 
 
   4. 
 
   Details of the transaction(s): section to be repeated for (i) each type 
of instrument; (ii) each type of transaction; (iii) each date; (iv) each 
place where transactions have been conducted 
 
   a) 
 
   Description of the financial instrument, type of instrument 
 
   A Placing Security comprising: 
 
 
 
 
   -- an Ordinary Share of EUR0.001 each in the Company ("Ordinary Share") 
 
   -- a warrant to subscribe for one Ordinary Share at a price of 3p per 
      Ordinary Share 
 
   -- a warrant to subscribe for one Ordinary Share at a price of 3p per 
      Ordinary Share 
 
 
 
 
   Identification code 
 
   IE00B66B5T26 
 
   b) 
 
   Nature of the transaction 
 
   Acquisition pursuant to a Placing 
 
   c) 
 
   Price(s) and volume(s) 
 
 
 
 
Price(s)    Volume(s) 
----------  --------- 
1.5 pence   1,000,000 
----------  --------- 
 
   d) 
 
   Aggregated information 
 
   -  Aggregated volume 
 
   -  Weighted average price 
 
   -  Aggregated price 
 
   n/a (single transaction) 
 
   e) 
 
   Date of the transaction 
 
   6 April 2020 
 
   f) 
 

   Place of the transaction 
 
   London Stock Exchange, AIM 
 
   1. 
 
   Details of the person discharging managerial responsibilities/ person 
closely associated 
 
   a) 
 
   Name 
 
   Alan Linn 
 
   2. 
 
   Reason for the notification 
 
   a) 
 
   Position/status 
 
   CEO 
 
   b) 
 
   Initial notification/ Amendment 
 
   Initial Notification 
 
   3. 
 
   Details of the issuer, emission allowance market participant, auction 
platform, auctioneer or auction monitor 
 
   a) 
 
   Name 
 
   Providence Resources P.l.c. (the "Company") 
 
   b) 
 
   LEI 
 
   635400DSMSR5LZVGDI48 
 
   4. 
 
   Details of the transaction(s): section to be repeated for (i) each type 
of instrument; (ii) each type of transaction; (iii) each date; (iv) each 
place where transactions have been conducted 
 
   a) 
 
   Description of the financial instrument, type of instrument 
 
   A Placing Security comprising: 
 
 
 
 
   -- an Ordinary Share of EUR0.001 each in the Company ("Ordinary Share") 
 
   -- a warrant to subscribe for one Ordinary Share at a price of 3p per 
      Ordinary Share 
 
   -- a warrant to subscribe for one Ordinary Share at a price of 3p per 
      Ordinary Share 
 
 
 
 
   Identification code 
 
   IE00B66B5T26 
 
   b) 
 
   Nature of the transaction 
 
   Acquisition pursuant to a Placing 
 
   c) 
 
   Price(s) and volume(s) 
 
 
 
 
Price(s)    Volume(s) 
----------  --------- 
1.5 pence     882,961 
----------  --------- 
 
   d) 
 
   Aggregated information 
 
   -  Aggregated volume 
 
   -  Weighted average price 
 
   -  Aggregated price 
 
   n/a (single transaction) 
 
   e) 
 
   Date of the transaction 
 
   6 April 2020 
 
   f) 
 
   Place of the transaction 
 
   London Stock Exchange, AIM 
 
   1. 
 
   Details of the person discharging managerial responsibilities/ person 
closely associated 
 
   a) 
 
   Name 
 
   Angus McCoss 
 
   2. 
 
   Reason for the notification 
 
   a) 
 
   Position/status 
 
   Non-Executive Director 
 
   b) 
 
   Initial notification/ Amendment 
 
   Initial Notification 
 
   3. 
 
   Details of the issuer, emission allowance market participant, auction 
platform, auctioneer or auction monitor 
 
   a) 
 
   Name 
 
   Providence Resources P.l.c. (the "Company") 
 
   b) 
 
   LEI 
 
   635400DSMSR5LZVGDI48 
 
   4. 
 
   Details of the transaction(s): section to be repeated for (i) each type 
of instrument; (ii) each type of transaction; (iii) each date; (iv) each 
place where transactions have been conducted 
 
   a) 
 
   Description of the financial instrument, type of instrument 
 
   A Placing Security comprising: 
 
 
 
 
   -- an Ordinary Share of EUR0.001 each in the Company ("Ordinary Share") 
 
   -- a warrant to subscribe for one Ordinary Share at a price of 3p per 
      Ordinary Share 
 
   -- a warrant to subscribe for one Ordinary Share at a price of 3p per 
      Ordinary Share 
 
 
 
 
   Identification code 
 
   IE00B66B5T26 
 
   b) 
 
   Nature of the transaction 
 
   Acquisition pursuant to a Placing 
 
   c) 
 
   Price(s) and volume(s) 
 
 
 
 
Price(s)    Volume(s) 
----------  --------- 
1.5 pence     333,333 
----------  --------- 
 
   d) 
 
   Aggregated information 
 
   -  Aggregated volume 
 
   -  Weighted average price 
 
   -  Aggregated price 
 
   n/a (single transaction) 
 
   e) 
 
   Date of the transaction 
 
   6 April 2020 
 
   f) 
 
   Place of the transaction 
 
   London Stock Exchange, AIM 
 
   1. 
 
   Details of the person discharging managerial responsibilities/ person 
closely associated 
 
   a) 
 
   Name 
 
   Simon Brett 
 
   2. 
 
   Reason for the notification 
 
   a) 
 
   Position/status 
 
   CFO 
 
   b) 
 
   Initial notification/ Amendment 
 
   Initial Notification 
 
   3. 
 
   Details of the issuer, emission allowance market participant, auction 
platform, auctioneer or auction monitor 
 
   a) 
 
   Name 
 
   Providence Resources P.l.c. (the "Company") 
 
   b) 
 
   LEI 
 
   635400DSMSR5LZVGDI48 
 
   4. 
 
   Details of the transaction(s): section to be repeated for (i) each type 
of instrument; (ii) each type of transaction; (iii) each date; (iv) each 
place where transactions have been conducted 
 
   a) 
 
   Description of the financial instrument, type of instrument 
 
   A Placing Security comprising: 
 
 
 
 
   -- an Ordinary Share of EUR0.001 each in the Company ("Ordinary Share") 
 
   -- a warrant to subscribe for one Ordinary Share at a price of 3p per 
      Ordinary Share 
 
   -- a warrant to subscribe for one Ordinary Share at a price of 3p per 
      Ordinary Share 
 
 
 
 
   Identification code 
 
   IE00B66B5T26 
 
   b) 
 
   Nature of the transaction 
 
   Acquisition pursuant to a Placing 
 
   c) 
 
   Price(s) and volume(s) 
 
 
 
 
Price(s)    Volume(s) 
----------  --------- 
1.5 pence     706,360 
----------  --------- 
 
   d) 
 
   Aggregated information 
 
   -  Aggregated volume 
 
   -  Weighted average price 
 
   -  Aggregated price 
 
   n/a (single transaction) 
 
   e) 
 
   Date of the transaction 
 
   6 April 2020 
 
   f) 
 
   Place of the transaction 
 
   London Stock Exchange, AIM 
 
 
 
 

(END) Dow Jones Newswires

April 06, 2020 13:25 ET (17:25 GMT)

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