Capitalised terms used but not otherwise defined in this announcement shall have the meanings ascribed to such terms in Appendix II of the Placing Announcement (as defined below), unless the context requires otherwise.
Borders & Southern (AIM: BOR), the London based independent oil and gas company with assets offshore of the Falkland Islands is pleased to announce a retail offer to existing retail shareholders of the Company via the BookBuild Platform to raise up to £0.2 million through the issue of new Ordinary Shares in the capital of the Company. Under the Retail Offer, up to 4,210,526 new Ordinary Shares will be made available at a price of 4.75 pence per Retail Offer Share.
In addition to the Retail Offer, the Company is also conducting a placing and subscription of New Ordinary Shares at the Placing Price. A separate announcement has been made on 20 February 2025 at 7:00a.m. (the "Placing Announcement") regarding the Placing and the Subscription and their terms which also sets out the reasons for the Fundraising and the use of Fundraising proceeds. The Retail Offer is not part of the Placing and the Subscription and completion of the Placing and the Subscription is not conditional on the completion of the Retail Offer.
The Placing Price represents a discount of approximately 3 per cent. to the Closing Price of 4.9 pence per Ordinary Share on 19 February 2025, being the latest practicable date prior to the publication of this announcement.
The Retail Offer is wholly conditional upon, inter alia, the Resolutions, which are required to implement the Fundraising, being duly passed by Shareholders at the General Meeting and Admission of the New Ordinary Shares to trading on AIM. Subject to the passing of the Resolutions, application will be made to the London Stock Exchange for admission of the New Ordinary Shares. It is expected that admission of the New Ordinary Shares will become effective and that dealings in the New Ordinary Shares will commence on or around 20 March 2025.
Use of Proceeds
The proceeds of the Fundraising will be used to fund the Company's Licence fees, Discovery Area fees, technical and commercial studies, general & administrative expenses and, more generally, to advance the Company's Darwin project towards appraisal of the Darwin discovery.
Expected Timetable of Principal Events
Each of the times and dates set out in the above timetable and mentioned in this announcement are subject to change by the Company, in which event details of the new times and dates will be notified by an announcement through a Regulatory Information Service, as the case may be.
Retail Offer
The Company values its retail shareholder base. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/Y75L6Q/authorised-intermediaries
Zeus Capital Limited will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").
Existing retail shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors should con?rm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the United Kingdom immediately following this announcement. The Retail Offer is expected to close at 4:30pm on 21 February 2025. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.
If any intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact BookBuild at email: support@bookbuild.live
The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom; and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.
The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail Offer that the aggregate total consideration payable for the Retail Offer Shares will not exceed £199,999.98 (or the equivalent in Euros). The exemption from the requirement to publish a prospectus, set out in section 86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will apply to the Retail Offer.
The Retail Offer is not being made into any jurisdiction other than the United Kingdom or to US Persons (as defined in Regulation S of the US Securities Act 1933, as amended).
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/Y75L6Q/authorised-intermediaries
There is no maximum application amount to apply in the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
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 Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.
Further information on the Company can be found on its website at: www.bordersandsouthern.com
The Company's LEI is 2138003IZDI5FDRT6348.
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
