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12 February 2013
Ascent Resources plc
("Ascent" or the "Company")
£10 million Financing Facility Agreed
Ascent Resources plc, the AIM listed European oil and gas exploration and production company, is pleased to confirm that further to the announcement made on the 24th December 2012, it has now formally entered into a £10 million Equity Financing Facility ("EFF") with Darwin Strategic Limited ("Darwin"), a majority owned subsidiary of Henderson Global Investors' Volantis Capital.
Commenting, Scott Richardson Brown, Finance Director said: "This new £10 million facility gives Ascent access to a flexible, cost effective source of future financing when needed. The facility can be used in order to meet certain funding needs as well as to maximize the value of new and existing opportunities available to the Company, while considerably reducing future financing risk.
This facility strengthens Ascent's ability to grow its business and the Board is delighted that institutional investors Darwin and Henderson Volantis have chosen to partner with us."
Further details of the Equity Finance Facility
The EFF agreement with Darwin provides Ascent with a facility of up to £10m which (subject to certain limited restrictions) can be drawn down over the next three years. The timing and floor subscription price of any draw down is at the sole discretion of the Company.
Ascent is under no obligation to make a draw down and may make drawdowns at its discretion, up to the total value of the EFF, by way of issuing subscription notices to Darwin. However, there will be an additional fee payable to Darwin in the event that less than £500,000 is drawn down within the first 24 months. Following delivery of a subscription notice, Darwin will subscribe and the Company will allot to Darwin new ordinary shares in Ascent ('Ordinary Shares').
The subscription price for any Ordinary Shares to be subscribed by Darwin under a subscription notice will be the average of the eight lowest Volume Weighted Average Prices of the Ordinary Shares over the 15 trading days following the subscription notice. To be reduced pro-rata for shorter pricing periods.
Ascent is also obliged to specify in each subscription notice a minimum price below which Ordinary Shares will not be issued to Darwin. The Company will have the right (with the consent of Darwin) to modify that minimum price at any time during the relevant Pricing Period.
The number of Ordinary Shares which may be issued under any individual subscription notice may be up to the lower of 25 per cent of the Company's issued share capital following completion of the relevant subscription, or four times the average daily trading volume of Ascent's Ordinary Shares over the 15 trading days preceding the issue of the relevant subscription notice. This may be reduced in certain circumstances, including where the minimum price is not maintained.
The maximum amount of a subscription notice may not exceed £500,000 without Darwin's permission. Darwin is entitled to a commission of up to 5 per cent of amounts subscribed but may agree with Ascent in lieu thereof for the subscription price for the Ordinary Shares to be discounted by 5 per cent.
There is also an over-allotment facility available to Ascent, under which the Company may authorise Darwin, at Darwin's discretion, to increase the amount of the draw down by up to the aggregate undrawn amount under the EFF. Darwin may direct allotments under the EFF to its parent fund, Henderson Global Investors' Volantis Capital.
Darwin and Ascent may mutually agree at the end of the pricing period to a variation of subscription price. This may allow for a larger subscription via any over-allotment facility authorised by the Company.
The issuance of a Subscription Notice is conditional upon the satisfaction of certain Subscription Notice Conditions which have been agreed between Darwin and Ascent. Any subscription notice which Ascent may issue will only be valid to the extent that it has the requisite shareholder authority to issue the maximum number of Ordinary Shares that Darwin may be required to subscribe under the relevant subscription notice.
Darwin and Ascent may terminate the EFF agreement if certain conditions are not met.
Ascent Resources plc
Scott Richardson Brown, Finance Director
Tel: +44 (0)20 7251 4905
finnCap (Nominated Adviser and Broker)
Matt Goode / Charlotte Stranner
Tel: +44 (0) 20 7220 0500
Darwin Strategic Limited
Anand Sambasivan / Jamie Vickers
Tel: +44 (0) 20 7938 5754
FirstEnergy Capital LLP(Financial Adviser)
Hugh Sanderson / Travis Inlow
Tel: + 44 (0) 20 7448 0200
Press Enquiries - Cardew Group
Anthony Cardew / Alexandra Stoneham
Tel: +44 (0) 20 7930 0777
About Ascent Resources
Ascent Resources plc has a diversified portfolio of hydrocarbon exploration and development interests across five countries in Europe: Italy, Switzerland, Hungary, Slovenia and Netherlands. Its portfolio contains a solid base of field redevelopment projects with selected exposure to exploration upside. The portfolio is focussed on gas and, with the exception of the shallow water Netherlands project, all of its projects are located onshore where operating and development costs are substantially lower than they would be offshore.
Darwin works in conjunction with Henderson's Volantis Capital Team, to address
the growing scarcity of funding alternatives and lack of institutional visibility available to many AIM-listed companies. Darwin seeks to build long-term financing partnerships with growth companies via a range of equity, debt and equity-linked structures.
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