THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
25 July 2025
Coro Energy Plc
("Coro" or the "Company" or "Group")
Proposed Placing and WRAP Retail Offer to raise a minimum £1.64 million
Coro Energy PLC, the South East Asian renewable energy developer, is pleased to announce an equity fundraising (the "Fundraising") to raise gross proceeds of a minimum of £1.64 million by way of:
· a placing, by way of accelerated bookbuild (the "Bookbuild"), of the Company's shares by Tennyson Securities ("Tennyson") to institutional investors ("Placing") through the issue of new ordinary shares of 0.5 pence each at a price of 0.5 pence per share ("Issue Price"), (the "Placing Shares"); and
· a retail offer via the Winterflood Retail Access Platform ("WRAP Platform") to raise approximately £100,000 to enable retail investors as well as current shareholders to participate on the same financial terms as institutional investors in the Placing ("WRAP Retail Offer Shares") ("WRAP Retail Offer"), (the Placing Shares and WRAP Retail Offer Shares, together the "New Shares").
The WRAP Retail Offer will be organised by the Company's broker Hybridan LLP with details to be announced separately on the Company's website.
The Placing will open immediately following the release of this announcement and will close at 5:30 p.m. on 25 July 2025. Institutional investors should contact Tennyson Securities to take part. The result of the Placing is expected to be announced by the Company on 25 July 2025 shortly after 6.00 p.m.
The final number and allocation of the Placing Shares will be determined by Tennyson in consultation with the Company and the result of the Placing will be announced as soon as practical after the closing of the Bookbuild.
The terms and conditions of the Placing are set out in Appendix I at the end of this Announcement.
Background and Use of Proceeds
Vietnam
Today Coro has 6.4MW of operating commercial and industrial ("C&I") rooftop solar capacity in Vietnam with estimated run-rate annual cash flows of approximately US$720,000. The Company is actively working on growing its pipeline of new C&I customers for 2026 which are currently under evaluation and negotiation. Coro intends to build a diversified rooftop solar portfolio in Vietnam focussed on high-margin contracts with credit-worthy C&I customers.
The net proceeds of the Fundraising will provide the Company with funds to continue to develop its pipeline of rooftop solar projects with Mobile World Group ("MWG"). In this respect the Company aims to achieve the following targets by the end of the year:
• Reach 10MW of aggregate installed rooftop solar capacity in Vietnam generating estimated annual run-rate cash flows of approximately US$1 million;
• Complete a pilot for advanced battery storage ("BESS") and energy management on four existing MWG sites with its strategic partner Threefold Energy Group; and
• Conclude current discussions with various lending institutions to establish a credit facility to further grow its rooftop solar portfolio in Vietnam.
The Fundraising is critical to the Company being able to achieve these targets.
Philippines
The Company continues to develop its utility-scale solar and wind projects on the Island of Cebu in the Philippines. As previously announced, the Company has secured two 100MW wind energy service contracts and installed a 130 meter tall meteorological mast which has been collecting bankable data since January 2024. The Company is updating the project economics to include the 18 months of bankable wind data collected so far alongside recent capital cost reductions which include the cost of turbines. In addition, Coro completed a conceptual project design during Q2 2025. Multiple substation alternatives are under review for connection to the grid including the Samboan substation which is approximately 11-17 kilometres away.
The Company has completed a comprehensive pre-feasibility study on a planned solar project in Lagunde (Oslob) which envisages an 80MW ground-mounted solar power plant project on 90 hectares of land which have already been secured by Coro. The Company has submitted a pre-application for the award of a Certificate of Authority and has commenced early discussions with potential off-takers.
Pending the update of project economics at its 200MW wind projects and the successful award of a Certificate of Authority for its 80MW solar project Coro intends to commence a strategic review of its operations in the Philippines.
Duyung PSC
On 10 April 2025, Coro announced the conditional sale by its wholly-owned subsidiary Coro Energy Duyung (Singapore) Pte Ltd ("Coro Duyung") of its entire 15% participating interest ("Participating Interest") in the Duyung PSC to West Natuna Exploration Ltd ("WNEL"), a subsidiary of Conrad Asia Energy Ltd, as set out in the sale agreement dated 10 April 2025 (the "Duyung Agreement"), (the "Duyung Disposal").
The terms of the Duyung Agreement are conditional, inter alia, on: (i) approval from Indonesia's Ministry of Energy and Mineral Resources to the transfer by Coro Duyung of its Participating Interest to WNEL having been obtained on or before 31 August 2025 ("Government Approval"); and (ii) the approval of the terms of the Duyung Agreement by shareholders of Coro at a general meeting of the shareholders of Coro to be held on or before 15 May 2025 ("Shareholder Approval").
Shareholder Approval for the Duyung Disposal was obtained on 14 May 2025. Following receipt of Government Approval, which has not yet been received, Coro will be issued 500,000 new ordinary shares at no par value in Conrad Asia Energy Ltd ("Conrad Shares"). The Conrad Shares have a value of approximately US$280,000 based on the AU$0.86 closing share price of Conrad on 23 July 2025.
Admission
The Fundraising is conditional, inter alia, on:
· the resolutions (to grant the relevant shareholder authorities to issue New Shares) being proposed at a General Meeting of shareholders of the Company to be held at 10.00 a.m. on 14 August 2025 ("General Meeting") ("Resolutions") being duly passed;
· admission of the New Shares being admitted to trading on the AIM market of the London Stock Exchange ("AIM") ("Admission").
It is anticipated that Admission will become effective and that dealings in the New Shares will commence on AIM at 08:00 on 15 August 2025.
Please note that if the conditions set out above are not met the Fundraising will not proceed and the Company would be at risk of being unable to settle all of its current liabilities with creditors.
General Meeting
The Company will hold the General Meeting at 10.00 a.m. on 14 August 2025 at which the Resolutions will be proposed. A circular ("Circular") with details of the Fundraising is expected to be posted to Shareholders on or before 28 July 2025 and will be made available on the Company's website at www.coroenergyplc.com.
For further information please contact:
Coro Energy plc
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Via Vigo Consulting Ltd
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Cavendish Capital Markets Limited (Nominated Adviser) Adrian Hadden Ben Jeynes
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Tel: 44 (0)20 7220 0500 |
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Tennyson Securities (Broker to the Placing) Peter Krens |
T el: 44 (0)20 7186 9030 |
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Hybridan LLP (Nominated Broker and WRAP Retail Offer Broker) Claire Louise Noyce |
Tel: 44 (0)20 3764 2341
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Vigo Consulting (IR/PR Advisor) Patrick d'Ancona Finlay Thomson
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Tel: 44 (0)20 7390 0230 |
Important Notices
Notice to Distributors
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Tennyson will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of chapters 9A or 10A respectively of the COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended and as this is applied in the United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). The Placing Shares are not appropriate for a target market of investors whose objectives include no capital loss. Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital projection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Tennyson will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
Forward Looking Statements
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this Announcement and include statements regarding the Directors' beliefs or current expectations. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.
Notice to overseas persons
This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States of America, Canada, Australia, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States of America, Canada, Australia, Japan, the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.
General
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) or any previous announcement made by the Company is incorporated into, or forms part of, this Announcement.
This Announcement has been issued by, and is the sole responsibility of, the Company.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser to the Company. Cavendish will not be responsible to any person other than the Company for providing the protections afforded to clients of Cavendish or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Cavendish has not authorised the contents of, or any part of, this Announcement, no representation or warranty, express or implied, is made by Cavendish in respect of such contents, and no liability whatsoever is accepted by Cavendish for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of Cavendish for its own fraud. Cavendish's responsibilities as the Company's Nominated Adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.
Tennyson Securities ("Tennyson"), which is authorised and regulated by the FCA in the United Kingdom, is acting as broker to the Company in connection with the Placing. Tennyson will not be responsible to any person other than the Company for providing the protections afforded to clients of Tennyson or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Tennyson is not making any representation or warranty, express or implied, as to the contents of this Announcement. Tennyson has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Tennyson for the accuracy of any information, or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of Tennyson for its own fraud .
Hybridan LLP ("Hybridan"), which is authorised and regulated by the FCA in the United Kingdom, is acting as broker to the Company in connection with the WRAP Retail Offer. Hybridan will not be responsible to any person other than the Company for providing the protections afforded to clients of Hybridan or for providing advice to any other person in connection with the WRAP Retail Offer or any acquisition of shares in the Company. Hybridan is not making any representation or warranty, express or implied, as to the contents of this Announcement. Hybridan has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Hybridan for the accuracy of any information, or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of Hybridan for its own fraud .
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that the earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information.
The new Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Appendix I to this Announcement sets out the terms and conditions of the Placing. By participating in the Bookbuild, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and/or written legally binding offer to subscribe for Placing Shares will be deemed to have read and understood this Announcement (including Appendix I) in its entirety, to be making or accepting such offer on the terms and subject to the conditions of the Placing set out in this Announcement and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in Appendix I.
The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ("TERMS AND CONDITIONS") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION, WHO (A) FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; (2) IF IN MEMBER STATES OF THE EEA, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION; OR (3) PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN [PHO] PLC.
THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
The distribution of the Terms and Conditions and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Tennyson or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of the Terms and Conditions or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession these Terms and Conditions come are required by the Company and Tennyson to inform themselves about and to observe any such restrictions.
The Terms and Conditions or any part of them are for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
In the United Kingdom, the Terms and Conditions are being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of these Terms and Conditions or the Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom in which such offer, sale, re-sale or delivery would be unlawful.
Each Placee should consult with its advisers as to legal, tax, business and related aspects of an investment in Placing Shares.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of the Terms and Conditions (or any part of them) should seek appropriate advice before taking any action.
The Terms and Conditions should be read in their entirety.
By participating in the Placing (such participation to be confirmed in and evidenced by either (i) a recorded telephone conversation or (ii) email correspondence, in either case between representatives of Tennyson to whom the Placee's commitment is given and the relevant Placee, each Placee will be deemed to have read and understood these Terms and Conditions in their entirety, to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions, and to be irrevocably offering to participate and acquire Placing Shares on these Terms and Conditions. Such offer shall be deemed to be accepted, and a Placee shall become bound to acquire Placing Shares, when Tennyson confirms to such Placee its allocation of Placing Shares. Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Issue Price.
Each Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Company and Tennyson that:
No prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by (i) the Financial Conduct Authority ("FCA") or (ii) any competent authority of any Relevant Member State, in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of these Terms and Conditions (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.
Each Placee, by participating in the Placing, agrees that the content of the Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of either Tennyson or the Company or any other person and neither Tennyson, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in the Announcement or these Terms and Conditions to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Bookbuild
Following the release of this Announcement, Tennyson will commence an accelerated bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by the Placees. The books will open with immediate effect following release of this Announcement. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participating in, the Placing.
Tennyson and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.
Details of the Placing Agreement and the Placing Shares
Tennyson has entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Tennyson, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.
The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application(s) will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on 15 August 2025 and that dealings in the Placing Shares on AIM will commence at the same time.
Principal terms of the Placing
shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, Tennyson nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Tennyson's conduct of the Bookbuild or of such alternative method of effecting the Placing as Tennyson and the Company may agree.
Registration and settlement
By participating in the Placing, each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Tennyson in accordance with either the standing CREST or certificated settlement instructions which they have in place with Tennyson.
Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by Tennyson and is expected to occur on the date of Admission.
However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Tennyson may agree that the Placing Shares (or any of them) should be issued in certificated form. Tennyson reserves the right to require settlement for any of the Placing Shares, and to deliver any of the Placing Shares to any Placees, by such other means as they deem necessary if delivery or settlement to any Placee is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by Tennyson.
Each Placee is deemed to agree that if it does not comply with these obligations, Tennyson may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Tennyson's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of Tennyson under the Placing Agreement are, and the Placing of the Placing Shares is, conditional upon, inter alia:
(a) the warranties in the Placing Agreement being true and accurate and not misleading;
(b) the Resolutions having been passed without amendment by the required majority at the General Meeting; and
(c) Admission having occurred not later than 8.00 a.m. on 15 August 2025 or such later date as the Company and Tennyson may agree, but in any event not later than 8.00 a.m. on the Long Stop Date.
Once Admission has occurred, no party to the Placing Agreement shall be able to terminate any part of the Placing Agreement which relates to Admission and/or the placing, allotment or issue of the Placing Shares.
All conditions to the obligations of Tennyson included in the Placing Agreement are together referred to in these Terms and Conditions as the "conditions".
If any of the conditions are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Tennyson may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing (or such part of it as may then remain to be completed) will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Bookbuild, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.
Tennyson may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of certain conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions (including as regards the Placing Shares the condition relating to Admission referred to in paragraph (c) above) may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.
Tennyson may terminate the Placing Agreement in certain circumstances, details of which are set out below.
Neither Tennyson nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing (or any part thereof) nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally (or any part thereof) and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Tennyson.
Termination of the Placing
Tennyson may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:
Tennyson may also, after having to the extent practicable in the circumstances consulted with the Company, give notice in writing to the Company prior to Admission to rescind the Placing Agreement in certain circumstances, including where there is a general moratorium on commercial banking activities in London or the outbreak or escalation of hostilities involving the United Kingdom.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in these Terms and Conditions shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.
By participating in the Bookbuild, each Placee agrees with the Company and Tennyson that the exercise by the Company or Tennyson of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Tennyson or for agreement between the Company and Tennyson and that neither the Company nor Tennyson need make any reference to such Placee and that none of the Company, Tennyson nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.
By agreeing with Tennyson as agent of the Company to subscribe for Placing Shares under the Placing, a Placee (and any person acting on a Placee's behalf) will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and Tennyson, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction, that its rights and obligations in respect of the Placing (or any part of it) will terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it in any other circumstances.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and agrees (for itself and for any such prospective Placee) that (save where Tennyson expressly agrees in writing to the contrary):
(all such statutes, rules and regulations referred to in this paragraph 36 together, the "Regulations") and if making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and it has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Tennyson such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Tennyson on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Tennyson may decide at their discretion;
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Tennyson and each of its affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in these Terms and Conditions or incurred by Tennyson, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in these Terms and Conditions, and further agrees that the provisions of these Terms and Conditions shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Tennyson shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify Tennyson accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Tennyson in the event that any of the Company and/or Tennyson have incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained in these Terms and Conditions are given to Tennyson for itself and on behalf of the Company and are irrevocable.
Tennyson is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Tennyson will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in these Terms and Conditions.
Each Placee and any person acting on behalf of the Placee acknowledges that Tennyson does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.
The provisions of these Terms and Conditions may be varied, waived or modified as regards specific Placees or on a general basis by Tennyson provided always that such variation, waiver or modification is not materially prejudicial to the interests of the Company.
In the case of a joint agreement to acquire Placing Shares, references to a "Placee" in these Terms and Conditions are to each of such Placees and such joint Placees' liability is joint and several.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Tennyson may (at its absolute discretion) satisfy their obligations to procure Placees by themselves agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with Tennyson, any money held in an account with Tennyson on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from Tennyson's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.
In these Terms and Conditions any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
References to time in the Terms and Conditions are to London time, unless otherwise stated.
All times and dates in these Terms and Conditions may be subject to amendment. Placees will be notified of any changes.
No statement in the Announcement or these Terms and Conditions is intended to be a profit forecast or estimate, and no statement in the Announcement or these Terms and Conditions should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, these Terms and Conditions.
Appendix II
DEFINITIONS
The following definitions apply in this Announcement:
Admission |
means admission of the New Shares to trading on AIM becoming effective in accordance with the AIM Rules; |
AIM |
AIM, a market operated by the London Stock Exchange; |
AIM Rules |
means the AIM Rules for Companies and including, where applicable, any guidance notes published by the London Stock Exchange from time to time; |
Announcement |
this announcement regarding the Fundraising, including the Terms and Conditions in Appendix I; |
Board or the Directors |
the board of directors of the Company; |
Bookbuild |
means the accelerated bookbuilding process to be commenced by Tennyson to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement; |
Circular |
means the circular to be posted to members of the Company on or about 28 July 2025 enclosing the Notice of General Meeting; |
Company |
Coro Energy Plc registered in England and Wales under number 10472005 whose registered office is at 1 Park Row, Leeds, England, LS1 5AB; |
CREST |
the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear; |
Euroclear |
Euroclear UK & International Limited; |
FSMA |
means the Financial Services and Markets Act 2000 (as amended) including any regulations made pursuant thereto; |
Fundraising |
the Placing and the WRAP Retail Offer; |
General Meeting |
means the general meeting of the shareholders of the Company to be held at Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT at 10.00 a.m. on 14 August 2025 (or any reconvened meeting following adjournment of the general meeting); |
Intermediaries |
any financial intermediary that is appointed in connection with the WRAP Retail Offer and "Intermediary" shall mean any one of them; |
Issue Price |
0.5 p per New Share; |
London Stock Exchange |
London Stock Exchange plc; |
Long Stop Date |
29 August 2025; |
MAR |
means the Market Abuse Regulation (EU No. 596/2014) and relevant technical standards relating thereto, as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018; |
Notice of General Meeting |
the notice of the General Meeting contained within the Circular; |
Ordinary Shares |
ordinary shares of 0.5p each in the capital of the Company; |
Placees |
the persons with whom Placing Shares are placed pursuant to the Placing; |
Placing |
the conditional placing of the Placing Shares by Tennyson on behalf of the Company at the Issue Price, in accordance with the Placing Agreement ; |
Placing Agreement |
the conditional placing agreement relating to the Placing of the Placing Shares between the Company and Tennyson; |
Placing Shares |
the new Ordinary Shares to be issued by the Company to Placees for cash in connection with the Placing; |
Publicly Available Information |
information publicly announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; |
Prospectus Regulation |
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017; |
Regulation S |
Regulation S under the Securities Act; |
Regulatory Information Service |
has the meaning given to it in the AIM Rules; |
Relevant Member State |
a member state of the European Economic Area which has implemented the Prospectus Regulation; |
Resolutions |
the resolutions contained in the Notice of General Meeting; |
Shareholders |
holders of Ordinary Shares; |
Tennyson |
Tennyson Securities, a trading name of Shard Capital Partners LLP, whose registered office is at 36-38 Cornhill, London, EC3V 3NG |
UK Prospectus Regulation |
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as modified by or under domestic law; |
United States or US |
the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and |
WRAP Platform |
the Winterflood Retail Access Platform operated by Winterflood Securities Limited at the following website wrap.winterflood.com |
WRAP Retail Offer |
the offer of WRAP Retail Offer Shares at the Issue Price to retail investors and current shareholders, through Intermediaries on the WRAP Platform; and |
WRAP Retail Offer Shares |
up to 20,000,000 new Ordinary Shares to be issued by the Company to retail investors and current shareholders at the Issue Price pursuant to the WRAP Retail Offer. |