Experience
Advised AIM-Quoted United Oil & Gas Plc on Equity Fundraising
Advised AIM-quoted oil and gas company United Oil & Gas Plc on a conditional equity fundraising by way of an accelerated bookbuild and subscription of new ordinary shares.
Advised Tungsten West on Fundraising
Advised AIM-quoted mining company Tungsten West Plc on a fundraising by way of adding an additional tranche D to its existing 2023 Convertible Loan Notes (CLN). The fundraising was completed by amending and restating the CLN to include a new tranche D to raise funds from existing CLN noteholders.
Equity Fundraising for Baron Oil
Advised Baron Oil Plc, an AIM-quoted oil and gas exploration company, on its equity fundraising of £3 million (before expenses) by way of an oversubscribed placing, and subscription, of ordinary shares. In addition, advised the Company in connection with a separate retail offer launched to existing shareholders through the WRAP trading platform operated by Winterflood Securities, giving existing shareholders an opportunity to participate in the fundraising at the same issue price.
Corporate Governance and Intercompany Agreements Associated with $500 Million Financing
Drafted numerous corporate governance policies/documents and intercompany agreements associated with a cutting-edge sustainability company’s financing efforts.
Advised Tungsten West on Fundraising
Advised AIM-quoted mining company Tungsten West Plc on its fundraising, by way of a placing of secured Convertible Loan Notes, as well as advising on an Open Offer to qualifying shareholders, raising in aggregate approximately £7.1 million.
Advised AIM-Quoted Invinity on Strategic Investment by Taiwan-Based Everbrite Technology
Advised Invinity Energy Systems PLC on a strategic investment of £2.5 million by Everbrite Technology Co., Ltd. (Everbrite) into Invinity, by way of a conditional subscription of new shares in Invinity (Subscription). Everbrite is a leading Taiwanese manufacturer of industrial technology, and this investment is intended to support a closer strategic relationship between the two companies in Taiwan and further afield. The Subscription is conditional upon shareholder approval and Everbrite receiving certain necessary outbound investment approvals from the applicable regulatory authorities in Taiwan. The team was led by Joan Yu, with support from senior associate Coral Yu.
Advised AQSE-Quoted Silverwood Brands in Multimillion-Pound Acquisitions of Lush Stake and Sonotas
Advised AQSE-quoted Silverwood Brands Plc in connection with its acquisition of minority stakes in Lush, a British skincare and cosmetics manufacturer and retailer, for approximately £216.8 million, as well as with the conditional acquisition of the Sonotas Group, a Japan-based skincare manufacturer, for approximately £18 million (Japanese ¥ 3,042.2 million).
£5 Million Equity Fundraising for Baron Oil
Advised Baron Oil Plc, an AIM-quoted oil and gas exploration company, on its equity fundraising of £5 million (before expenses) by way of a placing and subscription, which was oversubscribed. In addition, advised the client in connection with a separate retail offer launched to existing shareholders through the REX trading platform, giving existing shareholders an opportunity to participate in the fundraising at the issue price.
Advised Silverwood Brands Plc on Equity and Debt Fundraising of £6 Million
Advised AQSE-quoted Silverwood Brands Plc as a part of its equity and debt fundraising of £6 million (Fundraising) announced on 13 October 2022. The team acted for Silverwood in connection with an unsecured loan facility with Castelnau Group Limited, a closed-ended investment company trading on the Specialist Fund Segment of the London Stock Exchange (Castelnau), for approximately £4.4 million. In addition, Castelanu agreed to subscribe for 2,285,715 new ordinary shares at a price of 70p per share in Silverwood, amounting to an aggregate of £1.6 million. The full loan facility was drawdown to enable completion of the acquisition of Nailberry by Silverwood.
Joan Yu (Partner and head of U.K. Capital Markets) led the transaction, assisted by Solicitor Cameron Sutton (qualified in Western Australia) and Trainee Solicitor Sebastian Clark.
Advised Silverwood Brands Plc on Debt Facility
Advised AQSE-quoted Silverwood Brands Plc on a debt facility. The team acted for Silverwood in connection with an unsecured convertible loan facility of £1.5 million with Castelnau Group Limited, the closed-ended investment company trading on the Specialist Fund Segment of the London Stock Exchange, for general working capital purposes.
Joan Yu (Partner and head of U.K. Capital Markets) led the transaction, assisted by Solicitor Cameron Sutton (qualified in Western Australia) and Trainee Solicitor Sebastian Clark.
Advised on Equity Fundraising for Samarkand Group Plc
Advised AQSE-quoted Samarkand Group Plc, a cross-border e-commerce technology, services and consumer brand group, on a new fundraising by way of an open offer of new ordinary shares. Samarkand is listed on the APEX segment of the Aquis Stock Exchange Growth Market. The fundraising was successful, with the new ordinary shares admitted to trading on 26 September 2022.
Joan Yu (Partner and head of U.K. Capital Markets) led the transaction, assisted by Solicitor Cameron Sutton (qualified in Western Australia) and Trainee Solicitor Sebastian Clark.
Represented Joint Brokers on Anglesey Mining Plc Equity Fundraising and Debt Restructuring
Represented joint brokers Canaccord Genuity Limited and WH Ireland Limited as part of Anglesey Mining Plc’s equity fundraising and debt restructuring. Anglesey is an AIM listed company engaged in exploring and developing its Parys Mountain property in Anglesey, Wales, which hosts a significant polymetallic zinc, copper, lead, silver and gold deposit. The equity fundraising comprised a placing and separate subscription for new ordinary shares, with the net proceeds to be applied towards advancing the Parys Mountain project through further technical activities, as well as other general working capital expenses of the company. As part of the transaction, Anglesey also undertook a debt restructuring, through a restructuring and partial conversion into further new ordinary shares of its existing working capital debt facility with its largest shareholder, Juno Limited.
Advised Silverwood Brands Plc on Acquisition of Balmonds Skincare Limited, Admission to AQSE Growth Market
Advised Silverwood Brands Plc in connection with its acquisition of Balmonds Skincare Limited and the contemporaneous admission of the enlarged group to trading on the AQSE Growth Market. Total consideration for the acquisition amounted to up to £8 million. (For more information, see the 23 June 2022 announcement.)
Advised AIM-Quoted Oil and Gas Exploration Company, Baron Oil Plc, on an Equity Fundraising
Advised Baron Oil Plc on its recent oversubscribed equity fundraising by way of a placing and subscription. Allenby Capital Limited acted as the Company’s broker in connection with the fundraising.
Baron Oil is an independent AIM-quoted oil and gas exploration company which currently holds exploration acreage in the U.K. and Timor-Leste.
The majority of the net proceeds of the fundraising will be applied towards activities in relation to the Company’s operations in Timor-Leste, namely the TL-SO-19-16 PSC (Chuditch) project, where the Company is focused on setting up a potential two-well drilling campaign for Chuditch in 2023. In addition, the Company will apply some of the net proceeds from the fundraise towards progressing key decision points on the Company’s UK P2478 Licence project situated in Inner Moray Firth.
Joan Yu, head of the U.K. Capital Markets team, led the transaction assisted by Cameron Sutton (Solicitor – qualified in Western Australia) and Sebastian Clark (paralegal).
Advised Empyrean Energy Plc on £7.623 Million Fundraising
Advised Empyrean Energy Plc as part of its £7.623 million fundraising to complete funding requirements for a Chinese offshore drilling project. The team acted for Empyrean in entering in a convertible loan agreement with an investment fund based in Melbourne, Australia. Together with an equity placing to raise £3.623 million, the proceeds complete Empyrean’s funding requirements (on a dry hole basis) for the drilling of the Jade prospect at the company’s 100% owned Block 29/11 permit, offshore China.
Advised VSA Capital Limited in Connection with Rule 2.7 Announcement
Advised VSA Capital Limited in connection with the Rule 2.7 announcement for the recommended cash offer by Inform Information Systems Limited for the entire issued, and to be issued, ordinary share capital of Universe Group plc to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (Acquisition). VSA Capital is the financial adviser to Professional DataSolutions, Inc. and Inform for the acquisition.
Advised Silverwood Brands Plc on Placing, Admission to AQSE Growth Market
Advised Silverwood Brands Plc, a special purpose acquisition company (SPAC), on its successful placing and admission to trading on the Access Segment of the AQSE Growth Market. Silverwood is focused on identifying investment opportunities of premium consumer brands in the food, organic food, wellness, lifestyle and leisure sectors.
Advised VSA Capital Group plc on Admission to the AQUIS Growth Market
A step forward in VSA Capital Group plc’s growth strategy, Armstrong Teasdale advised VSA Capital on the admission of its ordinary shares to trading on the Access segment of the Aquis Stock Exchange Growth Market.
Advised on Admission to Trading, £17 Million Fundraising
Advised Samarkand Group PLC, a cross-border e-commerce technology and retail group, on the admission of its ordinary shares to trading on the APEX segment of the Aquis Stock Exchange Growth Market in the U.K. The significantly oversubscribed fundraising was scaled up from its original £10 million target to accommodate demand from institutional and qualified investors. The final amount raised was £17 million (before expenses) at an issue price of 115 pence per share. The net proceeds will be used primarily for the expansion of Samarkand’s business development activities and to progress the Nomad platform, its proprietary software platform.
Advised on the Public Takeover of an AIM-Quoted Oil and Gas Company
Advised AIM-quoted oil and gas exploration company in connection with the acquisition of all its outstanding securities by way of a scheme of arrangement under English law.
Advised on the Reverse Takeover of an AIM-Quoted Oil and Gas Company and the Acquisition of Egyptian Oil and Gas Assets
Advised AIM-quoted oil and gas company in its acquisition of oil and gas interests in Egypt, contemporaneous reverse takeover and equity fundraising.
Successful Fundraising for Oil and Gas Company
Advised AIM-quoted oil and gas development company with interests in China, Indonesia and the United States in connection with its successful fundraising by way of a subscription of new ordinary shares and open offer.
Advised an Oil and Gas Company on its Introduction to AIM
Advised an exploration and production oil and gas company on its introduction to AIM.
Advised a Major International Petrol Forecourt Retailer on Acquisition of Majority Stake in Second-Largest U.K. Motorway Service Operator
Served as lead English law corporate adviser to long standing client with a growing presence in the U.K. and U.S., in connection with its acquisition of a majority stake in the second-largest U.K. motorway service operator, which attracts an estimated 85 million motorway customers per annum.
Advised a SPAC on its Admission to the Standard Segment of the Main Market
Advised a SPAC on its admission to the standard segment of the Main Market.
£17.5 Million Return of Cash for AIM-Quoted Oil and Gas Exploration Company
Advised AIM-quoted oil and gas exploration company on the return of cash (approx. £17.5 million) to shareholders following a sale of its flagship Sugarloaf asset in Texas.
Advised Petrol Retailer on Dual Listing and €91.7 Million Fundraising
Advised petrol retailer on the English law aspects of its application to dual list on the AIM market of the London Stock Exchange and ESM of the Irish Stock Exchange and contemporaneous €91.7 million placing.
$57.7 Million Placement to Fund Gold Mine Construction and Open Offer
Advised AIM-quoted gold mining company on its placing to raise $57.7 million to fund the construction of a gold mine in the Philippines and an open offer to eligible shareholders.
Advised on the Reverse Takeover of AIM-Quoted Natural Resources Company
Advised AIM-quoted natural resources company on its acquisition of mining company, Rule 9 whitewash and contemporaneous placing.
Advised on the Reverse Takeover of AIM-Quoted Oil and Gas Company and the Acquisition of U.S. Oil and Gas Assets
Advised AIM-quoted oil and gas company in its acquisition of oil and gas interests in Oklahoma. Equity fundraising and the contemporaneous reverse takeover.
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