Issue of equity and Board Changes
Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement, this information is now considered to be in the public domain.
20 May 2019
Rose Petroleum plc
("Rose", the "Company" or the "Group")
Issue of equity and Board Changes
Rose Petroleum plc (AIM: ROSE), the AIM-quoted natural resources business, provides an update on the subscription for 25,000,000 new ordinary shares in the Company, as announced on 11 April 2019, and the Board composition.
· £300,000 raised, before expenses, through a direct subscription with the Company from Origin Creek Energy LLC ("OCE") for 25,000,000 new ordinary shares in the Company at 1.2p per share (the "Fundraise");
· OCE is an investment firm focused on foundational public and private investments in the onshore U.S. upstream sector, primarily in the D-J and Marcellus basins;
· The Fundraise replaces, at a premium, the subscription by Robert Bensh for 25,000,000 new ordinary shares that was announced on 11 April 2019 and which has now been cancelled;
· Robert Bensh has left the Rose Board with immediate effect;
· Colin Harrington, who is currently Chief Executive Officer of OCE and has decades of U.S. onshore oil and gas experience, will be joining the Rose Board as Executive Chairman.
Rose has raised £300,000, before expenses, via a subscription by OCE for 25,000,000 new ordinary shares (the "New Ordinary Shares") at a price of 1.2 pence per share. The New Ordinary Shares will be issued using the Company's existing share authorities and will rank pari-passu with the existing ordinary shares of 0.1p each in the Company ("Ordinary Shares").
The proceeds of the Fundraise will be used for general corporate purposes including the appraisal of identified investment opportunities within the Company's current portfolio of business development projects.
Settlement of the Fundraise is expected to take place by 24 May 2019. Once the funds have been received by the Company, the Company will proceed to issue the New Ordinary Shares and make application to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). A further announcement will be made at that time.
No new Ordinary Shares were issued pursuant to the fundraising announced on 11 April 2019 which has now been cancelled, as explained further below.
The Fundraise is conditional, among other things, upon Admission becoming effective. Following Admission, the issued share capital of the Company will comprise 168,413,940 Ordinary Shares with one voting right per share.
Following Admission, OCE will have an interest in 25,000,000 Ordinary Shares, equivalent to 14.84% of the Company's enlarged issued share capital.
On 11 April 2019, the Company announced the appointment of Robert Bensh to the Board as Executive Chairman, with immediate effect. Since then, Mr Bensh has not met the full terms of his irrevocable subscription commitment to the Company announced on 11 April 2019 and therefore that subscription has now been cancelled. As a direct result of this Mr Bensh's position as Executive Chairman of the Company has become untenable and he has therefore left the Board with immediate effect.
The Company is delighted to announce that Mr Colin Harrington, Chief Executive of OCE, will be joining the Company's Board as Executive Chairman, subject to completion of the regulatory due diligence process.
OCE makes $2-$20 million foundational investments in the domestic US energy sector. The firm's capital is provided by its partners and two affiliated family offices. As CEO of OCE, Colin spearheaded the firm's efforts to originate and build value from existing upstream investments in the Rockies and Marcellus regions.
Colin began his career in energy finance in 1998, and previously worked in New York, London, Washington DC and San Francisco. In addition to his banking and investment management experience, he founded several companies focused on both the traditional and alternative energy sectors.
Prior to founding OCE, Colin was Managing Partner of the Wellford Energy Group and former CEO of Wellford Capital Markets, a FINRA-registered broker dealer. Prior to Wellford, Mr. Harrington was Senior Vice President of Energy Investment Banking at FBR Group in San Francisco.
Colin holds an MBA from the Wharton School and was a Hansard Scholar at the London School of
Matthew Idiens, CEO, Rose Petroleum plc, said: "I am delighted to welcome OCE as significant shareholders in the Company and I look forward to Colin Harrington joining the Board as Executive Chairman. I believe that Colin's extensive regional and operational expertise will be of great value to Rose as we look to optimise our portfolio and unlock additional opportunities in the upcoming months."
Colin Harrington, Executive Chairman designate of Rose Petroleum plc, said: "Origin Creek's mandate is to provide capital, guidance and a deep network of relationships to the companies in which we choose to invest. I am very excited about the opportunity to join the Rose Board at this pivotal stage in the Company's development, and I look forward to working with Matt and the team in delivering value to shareholders."
Rose Petroleum plc
Matthew Idiens (CEO)
Chris Eadie (CFO)
Tel: +44 (0)20 7225 4595
Tel: +44 (0)20 7225 4599
Allenby Capital Limited - AIM Nominated Adviser
Jeremy Porter / James Reeve / Liz Kirchner
Tel: +44 (0)20 3328 5656
Cantor Fitzgerald Europe - Financial Adviser and Joint Broker
Tel: +44 (0)131 257 4634
Tel: +44 (0)20 7894 7686
Novum Securities Limited - Joint Broker
Tel: +44 (0)20 7399 9427
Turner Pope Investments - Joint Broker
Tel: +44 (0)20 3621 4120
Tel: +44 (0) 20 3633 1730
Notes to editors
Rose Petroleum plc (http://rosepetroleum.com) is a North America-focused oil and gas company whose primary asset is approximately 80,000 net acres in the prolific oil and gas producing Paradox Basin in Utah, U.S.A., where it is earning into a 75% working interest. Using high-quality data gathered in a 3D seismic survey completed in October 2017, the Company has identified drilling locations in naturally fractured areas of the Paradox Formation and has chosen the first well location and it is now permitted to drill and plans to commence the drilling programme and the first well as soon as possible, subject to rig availability, stipulations of the leases, BLM Unit obligations and financing.
On 22 June 2018, Rose announced a Competent Person's Report ("CPR") and Maiden Contingent Resource by Gaffney Cline & Associates ("GCA") on the Rose acreage covered by the 3D seismic, approximately 17,250 acres of the 80,000 acres held. The CPR estimated a 2C Contingent Resource, net to Rose, of 9.25 MMBbl of oil and 18.50 Bscf of gas, and an unrisked pre-tax Net Present Value (NPV10) on the 2C Resources, net to Rose, of US$122 million. The CPR focused solely on one single reservoir - the Cane Creek reservoir (the "CCR" or "Clastic 21") - of the multiple prospective reservoirs within the Paradox Formation.
The Company's established management is supported by an expert technical team with extensive experience of the basin, where current operations nearby have proven successful, with significant initial production rates and low decline rates, offering strong economics even in the present oil price environment.
The Company's strategy is to grow both organically and through acquisition, identifying additional hydrocarbon assets, conventional or unconventional, that would benefit from the Company's fast-acting, entrepreneurial approach.
Rose Petroleum has been quoted on AIM since June 2004.
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