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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