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TomCo Energy PLC  -  TOM   

Appointment of Joint Broker / Liquidity Facility

Released 07:00 28-Jan-2013

RNS Number : 4360W
TomCo Energy PLC
28 January 2013


28 January 2013

TomCo Energy Plc

("TomCo" or "the Company")


Appointment of Fox-Davies Capital as Joint Broker

Liquidity Facility with Windsor Capital and

Issue of 100 Million Ordinary Shares


TomCo Energy Limited (AIM: TOM), the oil shale exploration and development company focused on using innovative technology to unlock unconventional hydrocarbon resources, is pleased to announce the appointment of Fox-Davies Capital Limited ("Fox-Davies Capital") as Joint Broker to the Company with immediate effect.


TomCo also announces that it has entered into a Liquidity Facility Agreement and an associated Promissory Note (together the "Liquidity Facility") with Windsor Capital Partners Limited ("Windsor Capital"), an affiliate of Fox-Davies Capital. Under the Liquidity Facility TomCo has issued and allotted 100 million ordinary shares of 0.5 pence each ("Ordinary Shares"), representing an increase of 6% on the current number of shares in issue, to Windsor Capital in exchange for the Promissory Note.


The Liquidity Facility allows the Company to access capital using the natural liquidity that is available in the Company's shares in a more cost-effective manner than a traditional equity line product.


At the closing mid-market share price of 1.575 pence on 25 January 2012, the value of the Ordinary Shares issued to Windsor Capital is estimated at £1.575 million. The Promissory Note delivers to TomCo the proceeds of the sale of the Ordinary Shares over the life of the Promissory Note based on the occurrence of "Liquidity Trigger Days". Liquidity Trigger Days are those days on which the volume of shares traded is greater than 80% of the trailing 90 day weighted average daily trading volume. On Liquidity Trigger Days, Windsor Capital will seek to sell Ordinary Shares, up to a maximum of 10% of the daily volume averaged over any 5 day period, on a best effort basis at the AIM Market offer-price or higher. The Liquidity Facility can be suspended at the Company's discretion in periods of adverse market conditions and minimum share prices can also be stipulated.


Windsor Capital has entered into an agreement with Fox-Davies Capital to effect these trades through a combination of access to its market making desk and/or Retail Service Provider networks ("RSP"). Windsor Capital will remit the net proceeds of any sales of Ordinary Shares on a monthly basis against the outstanding amount of the Promissory Note. As such, there are no guaranteed minimum proceeds and any net proceeds to TomCo will reflect the actual value of any sales of Ordinary Shares achieved less a transaction fee of 3% payable to Windsor Capital. The Liquidity Facility is for a period of 12 months and no other cash fees or warrants are payable to Windsor Capital. At the end of the one year period any shares left unsold through the facility will be returned to the Company and taken into treasury, or the parties may agree to the extension of the facility.


The Company will provide further updates with regards to the proceeds it receives under the Liquidity Facility on a periodic basis, as appropriate. As announced on 23 October 2012, the Company's cash balance at 30 September 2012 was £411,000, with no debt and the Company continues with its prudent cash management. The Company expects that any net proceeds will assist with its working capital position and it will continue to explore other options in order to provide necessary funding for its operations.


The Ordinary Shares are expected to be admitted to trading on AIM on 31 January 2013. Following admission of the Ordinary Shares, the total number of shares in issue will be 1,721,049,218.


CEO Paul Rankine commented: "This product enables TomCo to benefit from the natural liquidity in our shares without the undue downward pressure on our share price that is typically seen in more conventional equity line products. This represents a timely and cost-effective mechanism for raising modest amounts of capital at market prices when market conditions are favourable."



TomCo Energy Limited

Paul Rankine, CEO

+44 20 7766 0070

Numis Securities Limited

Nomad and Joint Broker

Alastair Stratton / Oliver Cardigan (Nomad)

James Black (Broker)

+44 20 7260 1000


Fox-Davies Capital Limited

Joint Broker

Daniel Fox-Davies, Richard Hail





+44 020 3463 5000

Tavistock Communications

Financial PR & IR

Ed Portman/Conrad Harrington/Jos Simson

+44 20 7920 3150 

Notes to Editors:


TomCo Energy Limited (AIM: TOM) is a London based, AIM-listed company, with substantial Oil Shale assets in Utah, USA.


TomCo holds a 100% interest in two Oil Shale leases, comprising 5 blocks covering 2,919 acres in Uintah County, Utah. Independent natural resources consultants SRK Consultants Ltd, part of the internationally recognised SRK Group, has declared a surface mineable JORC compliant Measured Resource of 126 million barrels on the main tract of TomCo's Holliday Block lease.


The Company has entered into a licence agreement with Red Leaf Resources Inc ("Red Leaf") for the use of their EcoShale™ In-Capsule Process, a proven and environmentally sensitive technology, to extract Oil from TomCo's leases.


Additionally, Red Leaf is planning a 9,800 bopd commercial operation at their Seep Ridge site, which lies about 15 miles SW of TomCo's Holliday Block lease.


Led by a highly experienced management team, TomCo's strategy is to develop the Holliday Block lease as a similar follow-on project to Seep Ridge using the EcoShale™ In-Capsule Process, with the same targeted production of 9,800 bopd.




bopd: barrels of oil per day


JORC Code: The mineral resource classification code devised by the Australasian Joint Ore Reserves Committee

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Appointment of Joint Broker / Liquidity Facility - RNS