TIDMKEA

RNS Number : 8360K

Kea Petroleum PLC

21 April 2015

For immediate release 21 April 2015

Kea Petroleum plc

("Kea" or the "Company")

Proposed Placing of Shares via PrimaryBid.com

This announcement amounts to a financial promotion for the purposes of section 21 of the Financial Services and Markets Act 2000 and has been approved by Darwin Strategic Limited, which is authorised and regulated by the Financial Conduct Authority.

Kea Petroleum plc (AIM: KEA), the oil and gas company focused on New Zealand, announces that it has today joined PrimaryBid.com (www.primarybid.com) to facilitate a proposed equity fundraising of not less than GBP3 million before expenses at a minimum price of 1p per share ("Fundraising").

The Company proposes to convene a general meeting for 8 May 2015 at 12 noon at the Company's offices at 5-8 The Sanctuary, London SW1P 3JS. A copy of the letter to shareholders and the notice of general meeting will be made available on the Company's website at www.keapetroleum.com and a further announcement will be made once that has been published.

Kea proposes to issue up to 300 million new Kea ordinary shares of 1p each ("Ordinary Shares"), giving shareholders the potential for significant upside albeit not without risk. (Please see the section head "RISK" below.)

The new Ordinary Shares in Kea will be made available through PrimaryBid.com, which has similarities to crowdfunding. Those intending to subscribe for new Ordinary Shares ("Bidders") bid via PrimaryBid.com, setting a maximum price per share and monetary amount for which they are willing to subscribe. On completion of the bidding process, allocations are made to Bidders at the highest price necessary to complete the Fundraising.

The intention is for the bidding process to raise a minimum of GBP3M and shareholders, current, past or new can bid to buy Ordinary Shares at a minimum of 1p per Ordinary Share, albeit that the Fundraising is open to any person eligible to use the PrimaryBid.com service. Bidding may be at prices in excess of 1p per Ordinary Share and therefore if the total bidding exceeds GBP3M and prices are in excess of 1p then a scale back process will work as described in the final section of this announcement headed "PrimaryBid.com".

The Board of Directors is aware that investors may be able to purchase Kea shares in the secondary market below the minimum placing price of 1p, however only the issue of new Ordinary Shares through PrimaryBid.com will raise the capital needed by Kea. Trades in the secondary market will not raise any new capital for the Company.

PrimaryBid.com has been made available through Darwin Strategic Limited ("Darwin"), from whom the Company has previously successfully raised over GBP2.7M, net of costs, to facilitate the drilling of Puka-3, the installation of new pipework and a new downhole pump in Puka-2. Darwin Strategic Limited is authorised and regulated by the Financial Conduct Authority.

RISK

There is considerable risk for anybody deciding to bid or subscribe for new Ordinary Shares in the Company. The Company's financial position is precarious and its current working capital position is tight with sufficient funds for operations until shortly after the forthcoming general meeting. The Company is unlikely to survive in its present form, if at all, if the necessary funds are not raised through PrimaryBid.com or through other means.

The Company will not accept any subscription via PrimaryBid.com if the total amount to be raised is not sufficient to meet its funding requirements for the cost of drilling the Shannon well and the Company's ongoing working capital until the end of the drilling campaign in Q3 2015; the Directors have concluded that the minimum subscription of GBP3 million must be raised before any new Ordinary Shares will be issued.

General Meeting

In order to be able to raise these funds Kea will require Shareholder approval to allow for the creation of 400 million new ordinary shares.

The Directors have insufficient authority from shareholders to issue the maximum number of shares required for the proposed fundraising. As a result the Directors have decided to convene a general meeting (the "General Meeting") to seek and obtain authorities which would cover all of such shares. The General Meeting will be held on 8 May 2015 at 12 noon, and the PrimaryBid.com book will remain open until 7 May 2015.

To ensure that the Directors will have the authority in the medium term to issue further shares to meet any further funding requirements, the Board is taking the opportunity afforded by the General Meeting of seeking shareholders' authority to permit the issue for cash of up to a further 100 million Ordinary Shares, in addition to the up to 300 million ordinary shares for the Fundraising through PrimaryBid.com.

PrimaryBid.com

The PrimaryBid.com facility will enable all current UK shareholders, as well as new potential shareholders, to bid for new Ordinary Shares in Kea at a price of not less than 1p for each new Ordinary Share. By using PrimaryBid.com potential subscribers can place a bid for new Ordinary Shares, by setting a maximum price and a monetary amount for which they are willing to subscribe. PrimaryBid.com provides the opportunity for those private investors wishing to purchase small parcels of shares to participate in a placing, something that is often not available with conventional placings. Further details on PrimaryBid.com are provided at the end of this announcement.

In order to use the PrimaryBid.com platform, any interested party should access www.primarybid.com and undertake the appropriateness assessment and a review of the terms and conditions applicable to the facility.

The Directors of the Company reserve the right to submit bids through the PrimaryBid.com structure.

Details on PrimaryBid.com

PrimaryBid.com, is an online platform dedicated to equity crowdfunding for AIM-listed companies.

PrimaryBid.com provides a new channel for the Company to raise equity from private investors. Primarybid.com allows private investors to bid directly for new shares in the Company at prices of their choosing, subject to certain limited restrictions.

The Company has full discretion as to whether to proceed with a share placing to raise capital through PrimaryBid.com. The Company can consider any number of bids presented through the PrimaryBid.com platform and determines the final placing price at which new shares will be issued. Shares may only be issued to the extent that the Company has the requisite shareholder authorities to fulfil the issue.

Everyone whose bid was higher than the final placing price will receive full allocation of their bid; everyone whose bid was at the final placing price may receive their full allocation or may be scaled back. Everyone whose bid was below the final placing price will receive no shares as their bid was unsuccessful. The Directors will not proceed with the fundraising at an issue price below 1p per ordinary share.

PrimaryBid.com provide execution only services to individuals looking to invest in AIM-listed companies. Nothing on PrimaryBid.com is to be regarded as either information or any opinion or advice or an offer to buy, sell or otherwise deal in securities in a particular way.

PrimaryBid.com will provide the Company with ongoing access to an aggregated book of bids submitted. Investors will have access to all postings on PrimaryBid.com and will be able to state their interest in a company and give details on how much money they are willing to invest in that company at a particular share price.

Once a pre-agreed threshold of bids is achieved PrimaryBid.com will contact the Company with an offer for a placing with a range of preferred share prices given by investors. Alternatively the Company can ask to see their bid book at any time.

Even though the Company will be able to see the bid book at any time, these bids are only firmly committed by an investor outside of market hours. Once the market has closed for the day, the Company can treat all bids as firm and can elect to proceed with its placing with all or some of the bids. In the event a placing at a certain price is agreed between the Company and investors, an RNS announcement would be made prior to the market opening the following day.

On completion of the placing, the Company will transfer the relevant shares to PrimaryBid.com who will then transfer funds to the Company and arrange settlement of shares with the relevant investors.

Full details, including details of who may apply for shares through PrimaryBid.com and how existing eligible shareholders may apply for Kea shares, can be found on www.primarybid.com.

For further information please contact:

 
 Kea Petroleum plc                 Tel: +44 (0)20 7340 
  David Lees, Executive Director    9970 
  Peter Wright, Finance Director    Tel: +64 (0) 4 385 
                                    0032 
 WH Ireland Limited (Nomad)        Tel: +44 (0) 20 7220 
  James Joyce                       1666 
  James Bavister 
 PrimaryBid.com                    Tel: +44 (0) 20 7491 
                                    6519 
 Buchanan                          Tel: +44 (0) 20 7466 
  Mark Court                        5000 
  Sophie Cowles 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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