Corcel PLC
("Corcel" or the "Company")
Fundraising, Directors Dealings and TVR
15 April 2024
Corcel plc, (London AIM: CRCL), the Angolan focused exploration and production company announces the completion of an equity placing including a significant further investment from the Company's current majority shareholder, Extraction Srl ("EXT").
Highlights:
o Completion of a fundraising of £1,299,750 at a price of £0.005 per share, reflecting approximately a 37% premium to the most recent closing price, with one for one warrants at £0.01 per share
o Placing includes follow-on investment of £500,000 by current Cornerstone Investor Extraction Srl as well a Corcel Director and several additional institutional investors
Corcel Executive Chairman, Antoine Karam, commented: "Ongoing operations in Angola necessitate additional funding into the business somewhat earlier than originally expected, due in part to delays and costs arising from severe weather conditions. While equity markets clearly remain skittish, Extraction Srl and Corcel Director, Geraldine Geraldo, have chosen to cornerstone this placing at a premium, ensuring the Company receives the best possible terms available, and illustrating our ongoing optimism regarding the reactivation of the historic Tobias field in Angola."
Equity Raise:
The Company has executed a placing agreement to raise total proceeds of £1,299,750 from the issue of 259,950,000 new ordinary shares of £0.0001 (Ordinary Shares) at £0.005 (the "Placing Price") per share ("Shares"), cornerstoned by £500,000 invested by the Company's current major shareholder, Extraction Srl and supported by Geraldine Geraldo, a director of the Company, to the amount of £199,875.
Investors will receive a total of 259,950,000 warrants enabling the owner to purchase new ordinary shares at a price of £0.01 per share for a period of twenty-four months (the "Warrants"). (Shares and Warrants together the "Fundraising")
The Company intends to use the funds from the Fundraising primarily to finance its ongoing operations in Angola.
The Company has agreed on the following staged settlement timeline with investors:
o Tranche I - £799,750 representing 159,950,000 new ordinary shares to be settled immediately
o Tranche II - £500,000 representing 100,000,000 new ordinary shares to be settled following a forthcoming General Meeting
Following Tranche I of the Fundraising, and prior to the forthcoming General Meeting and subsequent Share and Warrant issuance, the resultant Directors' shareholdings are as follows:
| Directors | Ordinary Shares | Total Shares | % of Issued Share Capital | Options | Warrants | |||
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| Direct | Indirect |
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| | |
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| Geraldine Geraldo | 39,975,000 | 39,200,000 | 79,175,000 | 3.89% | 31,490,580 | 0 | | |
General Meeting:
The Fundraising will result in the issuance of 259,950,000 new ordinary shares and 259,950,000 warrants. Currently, the Company has 159,950,000 of remaining shareholder authority to issue new ordinary shares for cash on a non-pre-emptive basis. Accordingly, 159,950,000 Shares will be issued under the Company's existing share authorities, whilst 100,000,000 Shares and 259,950,000 Warrants are to be conditional upon, inter alia, the passing of resolutions to be put to shareholders of the Company at a general meeting of the Company.
The Company will publish a circular to convene the General Meeting to propose Resolutions to enable issuance of the balance of the Shares and the Warrants and a renewal of routine equity authorities to support the ongoing operations of the business. A further announcement covering the details of the general meeting will be made and a circular containing the notice of meeting will be published and sent to shareholders in the coming days and will be available on the Company's website, www.corcelplc.com. Shareholders are urged to vote by proxy in accordance with the instructions set out in the notice of general meeting.
Debt Cancellation:
Further to the announcement of 23 February 2024 and in light of the expanded Board's preference to avoid where possible the Company using debt to finance its current activities, the Company and EXT have ceased discussions regarding further drawdowns of convertible loan notes. Following notification by Extraction Srl, both parties have acknowledged the full repayment and termination of the outstanding loan facility, originally announced on 18 September 2023, effective immediately.
Related Party Transaction
Extraction Srl is a significant shareholder in the Company with a 25% interest after the Fundraising has completed and Extraction Srl is 45% owned by the Executive Chairman of Corcel Plc, Antoine Karam. Accordingly, Extraction's and Geraldine Geraldo's participation in the placing are a related party transaction, pursuant to Rule 13 of the AIM Rules. The debt cancellation discussed above is also a related party transaction. As such, Antoine Karam and Geraldine Geraldo have not been involved in the approval of the Transaction by the Company's Board.
The Directors of the Company independent of the transaction, having consulted with the Company's nominated advisor, WH Ireland Ltd, consider the terms of the transaction to be fair and reasonable insofar as the Company's shareholders are concerned.
Total Voting Rights:
Application will be made for the first tranche of the Shares, consisting of 159,950,000 new ordinary shares to be admitted to trading on AIM and it is expected that their admissions to AIM will take place on or around 17 April 2024.
Following Admission of the first tranche of Shares, the Company's total issued share capital will consist of 2,034,744,153 Ordinary Shares, with one voting right per share. The Company does not hold any shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 2,034,744,153 from Admission. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company pursuant to the FCA's Disclosure Guidance and Transparency Rules.
Further updates will be provided on the Total Voting Rights on completion of Tranche II of the Fundraising.
For further information, please contact:
Antoine Karam Corcel Plc Executive Chairman
James Joyce / James Bavister /Andrew de Andrade WH Ireland Ltd NOMAD & Broker
0207 220 1666
Patrick d'Ancona Vigo Communications IR
0207 3900 230
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Geraldine Geraldo
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| 2 | Reason for the notification | |||||
| a) | Position/status | PDMR (Executive Director)
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| b) | Initial notification/Amendment | Initial Notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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| a) | Name | Corcel plc |
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| b) | LEI | 2138009ECXQQ3EGKVY57 |
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| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
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| a) | Description of the financial instrument, type of instrument | Ordinary shares of £0.0001 each |
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| | Identification code | GB00BKM69866 |
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| b) | Nature of the transaction | Purchase of ordinary shares |
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| c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
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| £0.005
| 39,975,000
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| d) | Aggregated information | N/A |
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| | Aggregated volume | N/A |
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| | Price | £0.005 |
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| e) | Date of the transaction | 9 April 2024 |
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| f) | Place of the transaction | AIMX |
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