Pharos Energy plc (PHAR.L), the Asia-MENA focussed independent oil and gas exploration and production company, is pleased to announce the successful completion of the Placing of new Ordinary Shares announced yesterday (the “Placing Announcement”) as well as the concurrent Subscription and Retail Offer as defined below (together the “Fundraise”).
A total of 44,661,490 new Ordinary Shares, representing 11.2 per cent. of the existing issued Ordinary Shares of the Company prior to the Fundraise, will be issued in the Fundraise at the Placing Price to raise gross proceeds of approximately US$11.7 million (£8.6 million).
Pursuant to the Placing, which was significantly oversubscribed, a total of 30,733,682 Placing Shares have been placed with new and existing investors at the Placing Price raising gross proceeds of approximately US$8.1 million (£5.9 million). Concurrently with the Placing, certain directors and existing shareholders have entered into subscription agreements with the Company to subscribe for 9,017,886 Subscription Shares at the Placing Price raising gross proceeds of approximately US$2.4 million (£1.7 million). In addition, retail investors have subscribed in the Retail Offer via PrimaryBid for 4,909,922 Retail Shares at the Placing Price raising gross proceeds of approximately US$1.3 million (£0.9 million).
The Placing Price of 19.25 pence represents a discount of approximately 9.8 per cent. and a 1.2 per cent. premium to the 30-day VWAP to the closing price on 21 January 2021, the last trading day prior to the announcement of the Fundraise.
Peel Hunt and Auctus acted as Joint Bookrunners in respect of the Placing. The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares at that time.
Applications will be made by the Company to the FCA for admission of the New Ordinary Shares to the Official List (Premium Segment) and to the LSE for admission of the New Ordinary Shares to trading on the LSE Main Market. It is expected that Admission will occur at 8:00 am on or around 27 January 2021.
In accordance with the provision of the Disclosure Guidance and Transparency Rules of the FCA (“DTRs”), the Company confirms that, following Admission, its issued share capital will comprise 442,177,174 Ordinary Shares, each of which carries the right to vote. In addition, the Company holds 9,122,268 Ordinary Shares in treasury. Therefore, the total voting rights in the Company will be 442,177,174. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the DTRs.
Director participation in the Fundraise
Pursuant to the Subscription and the Retail Offer, certain directors of the Company have subscribed for in aggregate 1,958,452 New Ordinary Shares, at the Placing Price.
Related Party Transaction
Edward Story, a director of the Company and Ettore Contini, a former director of the Company, who was a director within the last 12 months, have subscribed for Subscription Shares at the Placing Price. These subscriptions totalling £293,513 and £695,614 respectively are classified as Smaller Related Party Transactions pursuant to LR 11.1.10(1)R of the Listing Rules of the FCA. Peel Hunt has provided confirmation pursuant to LR 11.1.10R(2)(b) in its capacity as the Company’s sponsor that the terms of the subscription by Ettore Contini and Edward T Story are fair and reasonable as far as the shareholders of the Company are concerned.
Ed Story, Chief Executive of Pharos Energy plc, commented:
"We are delighted to have such strong support in this equity raising from the market, underpinned by our existing shareholders, management team and board.
“These funds will allow us to restart our investment in the water flood programme in the El Fayum oil fields in Egypt imminently as we progress our farm out process. We expect this to bring in the funding for the first phase of the full-scale development drilling programme (oil producers and water injectors), targeting material increases in production.”