Barryroe Offshore Energy PLC Convertible Loan Note Funding (4128H)
23 November 2022 - 6:44PM
UK Regulatory
TIDMBEY
RNS Number : 4128H
Barryroe Offshore Energy PLC
23 November 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION WITHIN THE MEANING
OF THE EU MARKET ABUSE REGULATIONS 596/2014 AND THE MARKET ABUSE
(AMENDMENT)(EU EXIT) REGULATIONS 2019/310
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND
IS NOT FOR RELEASE PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR
ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY NEW OR EXISTING ORDINARY SHARES OF BARRYROE
OFFSHORE ENERGY PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL
Convertible Loan Note Funding
Dublin and London - 23 November :
Further to the announcement released at 7am on Tuesday 22
November 2022 the Board is pleased to confirm that a funding
agreement, in the form of a Redeemable Convertible Secured Loan
Note Instrument (the "Funding Agreement") with an existing
shareholder, Vevan Unlimited Company ("Vevan"), has now been
executed. The Funding Agreement has been entered into to provide
the required funding for the work programme proposed in the Lease
Undertaking Application.
Convertible Loan Notes
The funding will be in the form of Redeemable Convertible
Secured Loan Notes ("the Loan Notes") to be issued by the Company.
Under the terms of the Funding Agreement, Vevan has agreed, subject
to the terms and conditions contained therein, to fund the Barryroe
Work Programme. The total amount committed pursuant to the Funding
Agreement is up to EUR40,000,000, which covers 100% of the cost of
the Work Programme as set out in the Lease Undertaking Application,
which remains subject to ministerial consent
The Loan Notes bear a coupon of 10% per annum, rolled up, and
are convertible into ordinary shares at the lower of (i) EUR0.015
and (ii) the closing share price of an ordinary share on Euronext
Growth Dublin on the trading date immediately prior to the
conversion date.
Vevan will be entitled to appoint 2 directors to the board of
Barryroe. The Loan Notes fall due for repayment on 31 December
2024.
The Company has agreed to grant Vevan the right to subscribe in
cash at a consideration per share equal to the nominal value
thereof (being EUR0.001 per ordinary share) for 107,186,000
ordinary shares (representing approximately 10% of the issued share
capital of the Company) and, subject to shareholder approval, to
grant Vevan the right to subscribe for a further 6,594,076 ordinary
shares at a consideration per share equal to the nominal value
thereof. Application will also be made for the admission of these
shares to trading on Euronext Growth Dublin and AIM on their
issuance.
Pursuant to the terms of a warrant instrument constituted by the
Company, Vevan will also be separately granted warrants to
subscribe in cash for 1.5 Ordinary Shares for each conversion share
issued on conversion of the Loan Notes at a consideration per share
equal to the lower of (i) EUR0.015 per share and (ii) the closing
price of an ordinary share on Euronext Growth Dublin on the trading
day immediately prior to the conversion date. The warrants are
conditional on the Loan Notes being issued and converted into
ordinary shares. The warrants will be exercisable for a period of
10 years from the date of conversion of the Loan Notes.
The conversion of the Loan Notes, the issue of the warrants
under the warrant instrument and the grant of the right to
subscribe for the 6,594,076 ordinary shares as referenced above
requires the passing of certain share allotment and authority
resolutions at an Extraordinary General Meeting of the Company and,
if and as required, the potential granting of waivers under Rule 9
of the Irish Takeover Panel Act 1997, Takeover Rules 2022 (on such
terms and subject to such conditions as the Irish Takeover Panel
may require) from the requirement for any holder of such securities
and rights to make a mandatory offer for the Company on the
issuance of any ordinary shares. A circular convening the EGM and
providing further details on the proposals will be prepared and
sent to shareholders in due course.
As Vevan is a substantial shareholder in the Company, this
transaction constitutes a related party transaction under the AIM
Rules. The Directors consider, having consulted with its nominated
adviser Davy, that the terms of the transaction are fair and
reasonable insofar as shareholders are concerned.
Alan Curran, CEO comments: "We are delighted with such a
comprehensive solution to funding for the work programme set out in
our Lease Undertaking application. I look forward to engaging with
DECC on our Lease Undertaking application and the granting of same
subject to Ministerial consent. Thank you again to all our
shareholders for their continuing support."
INVESTOR ENQUIRIES:
Barryroe Offshore Energy P.l.c. Tel: +353 1 219 4074
Alan Curran
Chief Executive
Investor Relations Tel: + 353 1 219 4074
Job Langbroek
J & E Davy Tel: +353 1 679 6363
Anthony Farrell
MEDIA ENQUIRIES
AM O'Sullivan PR Tel: +353 87 9881890 / tina@amosullivanpr.ie
Tina Quinn
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