AIM Sch 1 - Serica Energy Plc (6124H)

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RNS Number : 6124H

AIM

16 November 2018

 
    ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
     IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                 RULES") 
 
 COMPANY NAME: 
 
   Serica Energy PLC ("Serica Energy" or the "Company") 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
   52 George Street 
   London 
   W1U 7EA 
   United Kingdom 
 COUNTRY OF INCORPORATION: 
 
   England and Wales 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
   www.serica-energy.com 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
 
   Admission is sought as a result of a reverse take-over in accordance 
   with AIM Rule 14. 
 
   Serica Energy is an AIM-traded independent upstream oil and 
   gas company with operations centred on the UK North Sea. The 
   Company has a full range of exploration, development and production 
   assets. The main focus is on building a portfolio of properties 
   where the Company can utilise its technical and commercial 
   experience to add value to existing producing assets as well 
   as to explore and develop new reserves. The Company's main 
   countries of operation are the United Kingdom, Ireland and 
   Namibia. 
 
   On 21 November 2017 Serica Energy announced that it signed 
   a sale and purchase agreement with BP to acquire a 36% interest 
   in Bruce, a 34.83% interest in Keith and a 50% interest in 
   Rhum and associated infrastructure (collectively the "BKR Assets"). 
   This acquisition constituted a reverse takeover under the AIM 
   Rules and accordingly an admission document was published in 
   respect of the transaction on 30 November 2017. The transaction 
   is subject to a number of conditions precedent. Serica Energy 
   is targeting completion of the remaining conditions precedent 
   and re-admission of its securities to trading on AIM on 30 
   November 2018. 
 
   Serica Energy has since announced that it has signed sale and 
   purchase agreements with each of Total E&P, BHP and Marubeni 
   in respect of further interests in the Bruce and Keith fields 
   and associated infrastructure which will, in aggregate, bring 
   its holdings in the Bruce, Keith and Rhum fields to 98%, 100% 
   and 50% respectively. Each of the acquisitions has an effective 
   date of 1 January 2018. 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
 
   264,757,820 Ordinary Shares of US$0.01 each 
 
   No Ordinary Shares are currently held in treasury 
 
   There are no restrictions on the transfer of Ordinary Shares 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 
   N/A - no new funds being raised (current market capitalisation 
   GBP355 million) 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   83,988,650 (31.72%) 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
 
   N/A 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
 
   Antony ("Tony") Craven Walker (Executive Chairman) 
 
   Mitchell ("Mitch") Flegg (Chief Executive Officer) 
 
   Neil Pike (Non-Executive Director) 
 
   Ian Vann (Non-Executive Director) 
 
   Trevor William Garlick (Proposed Non-Executive Director) 
 
   Malcolm Webb (Proposed Non-Executive Director) 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
   Holder                                  Holding 
   --------------------------------------  -------- 
    GRG UK Oil LLC                          17.41% 
   --------------------------------------  -------- 
    Mr David R. Hardy and Mrs Debbie 
     A. Hardy                               11.17% 
   --------------------------------------  -------- 
    Canaccord Genuity                        7.60% 
   --------------------------------------  -------- 
    AXA Investment Managers                  6.63% 
   --------------------------------------  -------- 
    BP Exploration Operating Company         5.10% 
   --------------------------------------  -------- 
    Hargreaves Lansdown Asset Management     3.94% 
   --------------------------------------  -------- 
    Interactive Investor                     3.24% 
   --------------------------------------  -------- 
    Serica Energy Director & Related 
     Holdings                                3.14% 
   --------------------------------------  -------- 
 
   There will be no changes to the holdings on admission. 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 a) Serica Energy PLC 
   Namibia 
   Ministry of Mines and Energy (Namibia) 
   PETROFUND 
 
   UK 
   Oil and Gas Authority 
 
   Ireland 
   Department of Communications, Climate Action and Environment 
    (Ireland) 
   Petroleum Infrastructure Programme (PIPCO RSG Limited) 
 
 
  b) Payments made by BP in respect of the Bruce, Keith and Rhum 
  fields and associated infrastructure 
 
  Health and Safety Executive 
  Oil and Gas Authority 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
 
   (i): 31 December 
 
   (ii): 30 June 2018 
 
   (iii): 30 June 2019, 30 September 2019, 30 June 2020 
 EXPECTED ADMISSION DATE: 
 
   30 November 2018 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   Peel Hunt LLP 
   Moor House, 120 London Wall, London, EC2Y 5ET 
 NAME AND ADDRESS OF BROKER: 
 
   Peel Hunt LLP 
   Moor House, 120 London Wall, London, EC2Y 5ET 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
 
   The supplementary admission document and admission document 
   containing full details about the Company and the admission 
   of its ordinary shares will be available from the registered 
   office of the Company, being 52 George Street, London, W1U 
   7EA and from the offices of Peel Hunt LLP, the Company's nominated 
   adviser, being Moor House, 120 London Wall, London, EC2Y 5ET. 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   QCA Corporate Governance Code 
 DATE OF NOTIFICATION: 
 
   16 November 2018 
 NEW/ UPDATE: 
 New 
 

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November 16, 2018 05:00 ET (10:00 GMT)