Orcadian Energy Plc is pleased to announce its intention to raise gross proceeds of approximately £1 million by means of a placing (the "Placing") of new Ordinary Shares (the "Placing Shares") to certain institutional and other investors at a price of 35 pence per share (the "Placing Price").
The Placing Price represents a discount of approximately 10.3 per cent. to the Closing Price of 39 pence per Ordinary Share on 29 June 2022, being the latest practicable business day prior to the publication of this Announcement.
The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix II to this Announcement.
A further announcement confirming the closing of the Bookbuild and the number of Placing Shares to be issued pursuant to the Placing is expected to be made in due course.
· Placing to raise approximately £1m (before expenses) through the issue of approximately 2,858,000 Placing Shares at the Placing Price.
· Placing to be conducted via an accelerated bookbuild process launching today.
· The Placing Shares, assuming full take-up of the Placing, will represent approximately 4.2 per cent. of the Enlarged Issued Share Capital.
· The net proceeds of the Placing will be applied to deliver the Company's work programme as further detailed below, and for working capital purposes.
The Company intends to issue approximately 2,858,000 Placing Shares, to raise gross proceeds of approximately £1m, to participants in the Placing. The Placing Shares are expected to be admitted to trading on AIM on or around 6 July 2022.
W H Ireland Limited ("WH Ireland") and Shore Capital Stockbrokers Limited ("Shore Capital") are acting as joint bookrunners in connection with the Placing (the "Joint Bookrunners"). The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix II to this Announcement.
Admission of the Placing Shares is conditional, inter alia, upon the placing agreement dated 29 June 2022 between the Company and the Joint Bookrunners (the "Placing Agreement") not having been terminated and becoming unconditional in respect of such shares.
The Placing is conditional upon, amongst other things:
• admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 6 July 2022 (or such later time and / or date as the Company and the Joint Bookrunners shall agree, not being later than 29 July 2022);
• the delivery by the Company to the Joint Bookrunners of certain documents required under the Placing Agreement;
• the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to admission of the Placing Shares; and
• the Placing Agreement not having been terminated by the Joint Bookrunners in accordance with its terms.
The timing of the closure of the Bookbuild and the allocation of the Placing Shares to be issued at the Placing Price are to be determined at the discretion of the Company and the Joint Bookrunners.
Reasons for the Placing and Use of Proceeds
The Company is undertaking the Placing to progress its corporate and operational strategy and the net proceeds will therefore be applied towards:
· On its Pilot Licence by funding progress towards the Field Development Plan;
· Licence Fees; and
· For general working capital purposes.
Admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that admission will become effective and dealings in the Placing Shares commence at 8.00 a.m. on or around 6 July 2022.
The Placing is not being underwritten and the Placing is not conditional on a minimum amount being raised.