TIDMADV
RNS Number : 0408U
Advance Energy PLC
31 March 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL .
Capitalised terms used in this announcement carry the same
meanings as those ascribed to them in the Company's Admission
Document (available at www.advanceplc.com ) unless the context
requires otherwise.
31 March 2021
Advance Energy plc
("Advance Energy" or the "Company")
Update re Proposed Reverse Takeover Transaction
Publication of Admission Document,
Notice of Extraordinary General Meeting,
Proposed Acquisition of 50 per cent. equity interest in
Carnarvon Petroleum Timor,
Proposed Placing,
Proposed Board Appointments,
Proposed Adoption of Amended Articles,
Proposed Capital Consolidation,
Proposed Issue of Director and Senior Management Accrued Fee
Shares and Accrued Fee Warrants,
Proposed Amendments to Articles,
Proposed Grant of Options,
and Restoration of Trading of the Existing Ordinary Shares
Advance Energy (AIM:ADV), an energy company seeking growth
through acquisition or farm-in to non-operated interests in
discovered upstream projects, is pleased to announce that, further
to the subscription agreement with Timor-Leste Petroleum Pty Ltd
(the "Buffalo Subscription Agreement"), as announced on 17 December
2020, the Company has now published an admission document dated 31
March 2021 (the "Admission Document"), incorporating a formal
Notice of Extraordinary General Meeting, in relation to, inter
alia, the conditional acquisition of a 50 per cent. equity interest
in Carnarvon Petroleum Timor Unipessoal Lda ("Carnarvon Petroleum
Timor") (the "Acquisition") and an associated conditional placing
for New Ordinary Shares (as defined below) to raise, in aggregate,
gross proceeds of GBP21,842,600 (the "Placing").
Carnarvon Petroleum Timor holds a 100 per cent. working interest
and is the contractor under the Buffalo PSC, offshore Timor-Leste.
Carnarvon Petroleum Timor is a subsidiary of the ASX listed company
Carnarvon Petroleum Limited (ASX:CVN) and was incorporated in
Timor-Leste in August 2018 to hold and manage Carnarvon Petroleum's
interest in the Buffalo PSC.
Strand Hanson Limited ("Strand Hanson") is acting as Nominated
and Financial Adviser to the Company and Tennyson Securities (the
trading name of Shard Capital Partners LLP) ("Tennyson Securities")
and Optiva Securities Limited ("Optiva Securities") are acting as
joint Brokers to the Company.
The Acquisition constitutes a reverse takeover transaction
pursuant to Rule 14 of the AIM Rules for Companies (the "AIM
Rules") and, accordingly, is conditional on, inter alia, the
approval of Shareholders at an Extraordinary General Meeting to be
held at 9.00 a.m. (London time) on 16 April 2021 at FIM Capital
Limited, 55 Athol Street, Douglas, Isle of Man, IM1 1LA.
Restoration of Trading
The Company's Existing Ordinary Shares were suspended from
trading on AIM on 17 December 2020 pending the publication of an
AIM admission document and following the announcement of the
conditional Acquisition, classified as a reverse takeover under the
AIM Rules. Following the publication of the Admission Document, the
suspension of the Company's Existing Ordinary Shares is expected to
be lifted and the Existing Ordinary shares are expected to resume
trading at 7:30a.m. today.
Application will be made to the London Stock Exchange in due
course for the Enlarged Share Capital to be admitted to trading on
AIM. Admission of the Enlarged Share Capital to trading on AIM is
expected to take place on or around 19 April 2021, subject to the
passing of the Resolutions and the satisfaction of all other
conditions.
Key Highlights :
-- The Acquisition provides Advance Energy with an indirect
beneficial interest in a proven oil field with material existing
resources.
- The Buffalo Oil Field contains independently certified 2C oil
resources of 34.3 MMstb.
- Previous operators (BHP and Nexen Petroleum Australia Pty Ltd)
produced 21 MMstb from the Buffalo Oil Field, over five years, with
no material decrease in reservoir pressure.
-- Partnering with an established operator in the Carnarvon
Petroleum group companies which operate the Buffalo Oil Field.
- Carnarvon Petroleum is a highly capable operator with an
experienced in-house E&P team.
-- Exposure to material upside potential in 2021 with limited risk.
- B-10 Appraisal Well is expected to be drilled in H2 2021 and
is intended to convert the 2C resources to 2P (proved and probable)
reserves following re-certification.
- Buffalo PSC has the potential, subject to completion of the
Placing and FDP approval, to deliver production of 40,000 bopd
within three years of the B-10 Appraisal Well depending on the
degree of success of the B-10 Appraisal Well.
-- Highly experienced Advance Energy Board and management team,
with significant combined regional, technical and capital markets
experience.
- Subject to the Acquisition completing, it is proposed that
Stephen Whyte and Larry Bottomley will join the Board as
independent Non-executive directors.
- The proposed Board will therefore consist of six directors
comprising Mark Rollins as Non-Executive Chairman, Leslie Peterkin
as Chief Executive Officer, Stephen West as Chief Financial Officer
and three Non-Executive Directors.
-- Proposed Placing
- The Company has conditionally raised GBP21,842,600 million
(before expenses) (approximately US$30.03 million) via the proposed
issue of 840,100,000 New Ordinary Shares (the "Placing Shares") at
a price of 2.6 pence per New Ordinary Share (the "Placing
Price").
- The net proceeds of the Placing are estimated at GBP20,008,873
(approximately US$27.51 million). The net proceeds will be used to
fund the subscription by Advance Energy TL Limited ("AETL", a
wholly owned subsidiary of Advance Energy) for equity in Carnarvon
Petroleum Timor, which will be applied by Carnarvon Petroleum Timor
to funding the drilling of the B-10 Appraisal Well and certain
Buffalo PSC related costs and for the Company's general working
capital needs.
- The Company's Chairman, Mark Rollins, and Chief Executive
Officer, Leslie Peterkin, have subscribed for, in aggregate,
GBP0.43m of New Ordinary Shares pursuant to the Placing.
-- Proposed Capital Consolidation
- The Company is proposing a capital consolidation at a ratio of
10:1 such that, subject to the passing of the relevant Resolutions,
Shareholders will be issued one new ordinary share of no par value
("New Ordinary Share") for every 10 existing ordinary shares of no
par value (the "Existing Ordinary Share") currently held.
Further comprehensive information on the Buffalo PSC (including
an assessment of the Buffalo Oil Field in a Competent Person's
Report prepared by RISC Advisory Limited), the Acquisition and the
Resolutions can be found in the Company's Admission Document (and
the Notice of Extraordinary General Meeting set out therein), which
is available on the Company's website at www.advanceplc.com and has
been posted to Shareholders.
Leslie Peterkin, Chief Executive Officer of Advance Energy,
commented :
"We're delighted to have completed this Placing, and we thank
our new and existing shareholders for their belief in the Company
and the investment opportunity we presented to them. The fundraise
enables the completion of the transformative transaction with
Carnarvon Petroleum and we can now look forward with confidence to
the exciting B-10 appraisal well later this year which represents a
material value catalyst for Advance Energy and its
shareholders.
"The Buffalo PSC has the potential to deliver significant
production and associated cash flow, with exceptional rates of
return. The Board considers this project to be the ideal launchpad
for our longer-term strategy, which focuses on achieving scale and
generating shareholder returns.
"On behalf of the Board, I would like to welcome Stephen and
Larry to Advance Energy, and we look forward to benefitting from
their experience and insights going forward.
"The Company has a big year ahead and we look forward to
updating the market as we deliver operational and corporate
milestones."
For further information, please contact :
Advance Energy plc
+44 (0)1624 681
Leslie Peterkin (CEO) / Stephen West (CFO) 250
Strand Hanson Limited (Financial and Nominated Adviser)
Rory Murphy / James Harris / James Bellman
/ Georgia Langoulant +44 (0)20 7409 3494
Buchanan (Public Relations)
Ben Romney / Kelsey Traynor +44 (0)20 7466 5000
Tennyson Securities (Joint Broker)
Peter Krens / Ed Haig-Thomas +44 (0)20 7186 9030
Optiva Securities Limited (Joint Broker)
Christian Dennis +44 (0)20 3411 1881
Notice of Extraordinary General Meeting
In accordance with Rule 14 of the AIM Rules, completion of the
Acquisition is subject to approval by Shareholders to be sought at
a forthcoming extraordinary general meeting of the Company to be
held at 9.00 a.m. on 16 April 2021 at FIM Capital Limited, 55 Athol
Street, Douglas, Isle of Man, IM1 1LA. (the "Extraordinary General
Meeting"), formal notice of which is incorporated in the Company's
Admission Document (the "Notice of Extraordinary General
Meeting").
The Notice of Extraordinary General Meeting sets out resolutions
to approve, inter alia, the Acquisition, for the purposes of Rule
14 of the AIM Rules; the Placing; the Capital Consolidation; and
the Amended Articles. The Directors unanimously recommend that
Shareholders vote in favour of all of the Resolutions to be
proposed at the Extraordinary General Meeting, as they intend to do
in respect of their own beneficial holdings of 289,518,741 Ordinary
Shares, representing 16.85 per cent., of the Company's Existing
Ordinary Shares.
Assuming that the Resolutions are approved, it is expected that
Admission will occur and trading in the New Ordinary Shares will
commence at 8.00 a.m. (London time) on 19 April 2021.
Resolutions 1, 2, 3, 4 and 5 proposed in the Notice of
Extraordinary General Meeting are inter-conditional. Completion of
the Acquisition, the issue of the Placing Shares, the re-admission
of the Enlarged Share Capital to trading on AIM, the Capital
Consolidation and the adoption of the Amended Articles is
conditional, amongst other matters, on Shareholders passing
Resolutions 1, 2, 3, 4 and 5. If Shareholders do not pass those
Resolutions, the Acquisition, the issue of the Placing Shares, the
re-admission of the Enlarged Share Capital to trading on AIM, the
Capital Consolidation and the adoption of the Amended Articles will
not proceed and the Directors will need to consider alternative
options for the Company. The Company will have expended significant
funds in pursuing the proposed transaction and would therefore
incur significant abort costs and there can be no guarantee that a
suitable alternative Re-admission Transaction and/or funding on
similar commercial terms to the Placing can be obtained on a timely
basis or at all. Accordingly, if Resolutions 1, 2, 3, 4 and 5 are
not passed and a suitable alternative Re-admission Transaction
and/or funding on similar commercial terms to the Placing cannot be
obtained on a timely basis or at all, it is possible the Company
may not be able to continue as a going concern and may ultimately
be forced into administration.
A Form of Proxy has been sent to Shareholders alongside the
Admission Document and can be downloaded from the Company's website
at: www.advanceplc.com . To be valid, completed Forms of Proxy must
be completed and delivered, sent by post or sent by email to
gdevlin@fim.co.im or by facsimile to + 44 (0)1624 681392 together
with the power of attorney or other authority (if any) under which
it is signed (or a notarially certified copy or copy in some other
manner approved by the directors of such authority) to FIM Capital
Limited, 55 Athol Street, Douglas, Isle of Man IM1 1LA, as soon as
possible and in any event so as to arrive not later than 9.00 a.m.
(London time) on 14 April 2021 or, in the event that the meeting is
adjourned, not later than 48 hours before the time appointed for
the meeting or any adjournment thereof.
In light of the ongoing COVID-19 pandemic, the holding of the
Extraordinary General Meeting will be kept under review in line
with Public Health guidance in the Isle of Man. However, based on
current measures implemented by the Government in the Isle of Man,
attendance at the Extraordinary General Meeting will be limited and
shareholders may not attend in person. Shareholders wishing to vote
on any matters of business are strongly urged to do so through the
completion of a Form of Proxy.
The Chairman of the Extraordinary General Meeting will direct
that voting on all Resolutions set out in the Notice will take
place by way of a poll. The final poll vote on each resolution will
be published immediately after the Extraordinary General Meeting on
the Company's website.
The Government in the Isle of Man may change the current
restrictions or implement further measures affecting the holding of
general meetings during the affected period. Any changes to the
arrangements for the Extraordinary General Meeting will be
communicated to shareholders before the Extraordinary General
Meeting through the Company's website at www.advanceplc.com.
Proposed Capital Consolidation
Admission is also conditional upon the approval and completion
of the Capital Consolidation. At the date of this document there
are 1,718,416,985 Existing Ordinary Shares in issue.
The Capital Consolidation, which will take place following (and
conditional on) the passing of Resolution 5 to be proposed at the
Extraordinary General Meeting, will involve every ten Existing
Ordinary Shares on the Record Date being consolidated into one New
Ordinary Share. The rights attached to the New Ordinary Shares will
be the same as the rights attaching to the Existing Ordinary Shares
and the New Ordinary Shares will trade on AIM in place of the
Existing Ordinary Shares.
In accordance with the Articles (and the Amended Articles), the
Board has decided that no Shareholder will be entitled to a
fraction of a New Ordinary Share as a result of the Capital
Consolidation and where any Shareholder would otherwise be entitled
to a fraction only of a New Ordinary Share in respect of their
holding of Existing Ordinary Shares on the date of the
Extraordinary General Meeting (a "Fractional Shareholder"), such
fractions will, in so far as possible, be aggregated with the
fractions of New Ordinary Shares to which other Fractional
Shareholders of the Company would be entitled so as to form full
New Ordinary Shares ("Fractional Entitlement Shares"). These
Fractional Entitlement Shares will be cancelled.
The provisions set out above mean that any such Fractional
Shareholders will not have a resultant proportionate shareholding
of New Ordinary Shares exactly equal to their proportionate holding
of Existing Ordinary Shares, and as noted above, Shareholders with
only a fractional entitlement to a New Ordinary Share (i.e. those
Shareholders holding a total of fewer than 10 Existing Common
Shares at the Record Date) will cease to be a Shareholder of the
Company. Shareholders should be aware that if they hold fewer than
10 Existing Ordinary Shares on the Record Date, following the
Capital Consolidation they will cease to be a shareholder in the
Company and they will not be entitled to any New Ordinary Shares
following the Capital Consolidation.
The Capital Consolidation will result in an issued share capital
of 171,841,698 New Ordinary Shares prior to the issue and allotment
of the Placing Shares and the Accrued Director Fee Shares. The
number of Existing New Ordinary Shares, and consequently the
Enlarged Share Capital, may be reduced due to the fractional
entitlements resulting from the Capital Consolidation. The final
number of New Ordinary Shares in issue on Admission will be
confirmed on the morning of Admission via a Regulated Information
Service announcement.
The Company will issue new share certificates to those
Shareholders holding shares in certificated form to take account of
the Capital Consolidation. Following the issue of share
certificates in respect of the New Ordinary Shares, share
certificates in respect of Existing Ordinary Shares will no longer
be valid.
Existing Warrants and Options will also be consolidated such
that every ten warrants/options to be consolidated into one (1)
warrant/option and the exercise price of each warrant/option be
amended in inverse proportion to this ratio.
The Placing
In conjunction with the Acquisition, the Company has
conditionally placed 840,100,000 Placing Shares at the Placing
Price of 2.6 pence to raise total gross proceeds of GBP21.84
million (approximately US$30.03 million, before expenses).
The net proceeds of the Placing are estimated at GBP20.01
million (approximately US$27.51 million). The net proceeds will be
used to fund the subscription by AETL for equity in Carnarvon
Petroleum Timor which will be applied by Carnarvon Petroleum Timor
to funding the drilling of the B-10 Appraisal Well and certain
Buffalo PSC related costs and for the Company's general working
capital needs.
The Directors are participating in the Placing by way of a
subscription for a total of 16,539,000 Placing Shares, of which
9,615,500 Placing Shares are being subscribed for by Mark Rollins
and 6,923,500 Placing Shares are being subscribed for by Leslie
Peterkin.
A summary of the intended use of proceeds of the Placing is
shown in the table below:
Use of Net Proceeds US$m GBPm
Subscription by AETL for equity in Carnarvon
Petroleum Timor 20.0 14.5
Provision for share of additional costs for
the B-10 Appraisal Well, including mobilisation
and demobilisation 2.5 1.8
General working capital 5.0 3.6
-------------------------------------------------- ----- -----
Total 27.5 20.0
================================================== ===== =====
The Placing will result in the issue of in total 840,100,000 New
Ordinary Shares (representing, in aggregate, approximately 81.75
per cent., of the Enlarged Share Capital). The Placing Shares, when
issued and fully paid, will rank pari passu in all respects with
the New Ordinary Shares and therefore rank equally for all
dividends or other distributions declared, made or paid after the
date of issue of the Placing Shares. No temporary documents of
title will be issued.
The Placing is conditional, among other things, upon the
Resolutions being approved by Shareholders at the Extraordinary
General Meeting and on Admission becoming effective by not later
than 8.00 a.m. (London time) on 19 April 2021 (or such later date
as Strand Hanson, Tennyson Securities and Optiva Securities may
agree not being later than 30 April 2021). Accordingly, if any of
such conditions are not satisfied, or, if applicable, waived, the
Placing will not proceed.
Significant Shareholders
Immediately following Admission, the Company's significant
shareholders holding over 3 per cent. of the Enlarged Share Capital
are expected to comprise:
Shareholder Number of New Percentage of the
Ordinary Shares Enlarged Share Capital
on Admission
Tavira Securities Ltd 53,570,000 5.21%
Sebastian Marr 42,015,625 4.09%
John Story 35,710,000 3.48%
Anavio Capital Partners
LLP 35,710,000 3.48%
Toscafund Asset Management
LLP 34,620,000 3.37%
Options, Warrants and Accrued Fee Issues
Fee Shares and Warrants
On Admission, the Board intends to issue, in aggregate,
15,672,310 Accrued Director Fee Shares and 3,851,159 Accrued Fee
Warrants to certain Existing Directors and senior management in
lieu of accrued and unpaid fees during the period from February
2020 to March 2021 inclusive calculated on the basis of the
Company's mid-market closing share price at the end of the relevant
month in respect of the fees due for each monthly period (applying
a price of 2.6p in respect of March 2021). From 1 April 2021, all
Director remuneration is expected to be paid in cash.
Director and Senior Management interests in the Ordinary
Shares
The Directors and senior management will hold the following
interests in the Ordinary Shares immediately following the Capital
Consolidation and on Admission:
Director/Senior Manager Number of Existing New Ordinary Accrued Placing Number of Percentage
Shares Director Shares New Ordinary of Enlarged
Fee Shares Shares on Share Capital
Admission (%)
Mark Rollins 13,983,333 5,804,320 9,615,500 29,403,153 2.86
-------------------------------- ------------ ---------- -------------- ---------------
Leslie Peterkin 13,883,333 5,804,320 6,923,500 26,611,153 2.59
-------------------------------- ------------ ---------- -------------- ---------------
Stephen West 879,920 4,063,670 - 4,943,590 0.48
-------------------------------- ------------ ---------- -------------- ---------------
Stephen Whyte(1) 391,266 - - 391,266 0.04
-------------------------------- ------------ ---------- -------------- ---------------
Ross Warner 205,287 - - 205,287 0.02
-------------------------------- ------------ ---------- -------------- ---------------
Larry Bottomley - - - - -
-------------------------------- ------------ ---------- -------------- ---------------
Anthony John Battrick 6,666,666 - - 6,666,666 0.65
-------------------------------- ------------ ---------- -------------- ---------------
(1) Stephen Whyte's shareholding is held in the name of Nicola
Louise Whyte
Proposed Grant of Options
Share Option Agreements in agreed form have been provided to
Stephen West, Leslie Peterkin, Mark Rollins, Ross Warner, Larry
Bottomley, Stephen Whyte and John Battrick in respect of, in
aggregate, 83,710,000 Options over New Ordinary Shares to be
granted on Admission.
The number of Options over New Ordinary Shares to be granted to
each recipient is as set
out below:
Names New Options (post Capital Consolidation)
to be granted on Admission
Mark Rollins 19,840,000
Leslie Peterkin 24,450,000
Stephen West 19,840,000
Ross Warner 3,930,000
Larry Bottomley 1,670,000
Stephen Whyte 1,670,000
Anthony John Battrick 12,310,000
Further details on the Share Option Scheme are detailed in
paragraph 6.2 of Part VII of the Admission Document.
Issue of Adviser Warrants
On Admission, the Company will issue, in aggregate, 45,553,120
Adviser Warrants exercisable at the Placing Price to certain
advisers of the Company in respect of fees associated with the
Proposals.
Proposed Board Changes
As mentioned above, subject to the Acquisition completing, it is
proposed that Stephen Whyte and Larry Bottomley will join the Board
as independent Non-executive directors. The proposed Board will
therefore consist of six directors comprising Mark Rollins as
Non-Executive Chairman, Leslie Peterkin as Chief Executive Officer,
Stephen West as Chief Financial Officer and three Non-Executive
Directors.
Further information on Stephen Whyte and Larry Bottomley,
including the information required to be disclosed pursuant to
Schedule 2(g) of the AIM Rules, is provided in the Company's
Admission Document and will also be announced on conclusion of the
Extraordinary General Meeting subject to the Resolutions being
approved by Shareholders.
Lock-in and Orderly Market Arrangements
Lock-in and Orderly Market Agreements in respect of, in
aggregate, 68,221,115 New Ordinary Shares dated on or around 31
March 2021 has been entered into by (i) the Company, (ii) Strand
Hanson, (III) Tennyson Securities (iv) Optiva Securities and (v)
each of the Existing Directors, the Proposed Directors and John
Battrick (the "Locked-In Shareholders") pursuant to which each
Locked-In Shareholder has, conditional on Admission, undertaken as
a separate undertaking to each of the Company, Strand Hanson,
Tennyson Securities and Optiva Securities that, subject to certain
limited exceptions, they will not dispose of, or agree to dispose
of, Ordinary Shares held by them or on behalf of them for a period
of 12 months from the date of Admission.
Each Locked-In Shareholder has also undertaken that for the
period of 12 months following the anniversary of the date of
Admission, subject to certain conditions, they will only dispose of
Ordinary Shares held by them in consultation with each of Strand
Hanson, Tennyson Securities and Optiva Securities (in order to
maintain an orderly market in the Shares) and then through Tennyson
Securities and Optiva Securities.
Related Party Transactions
The subscription for Placing Shares by Mark Rollins and Leslie
Peterkin is considered to be a related party transaction for the
purposes of Rule 13 of the AIM Rules for Companies. Accordingly,
the independent directors, being all of the Directors except for
Mark Rollins and Leslie Peterkin, consider, having consulted with
Strand Hanson Limited (the Company's Nominated Adviser), that the
terms of such subscription are fair and reasonable insofar as the
Company's shareholders are concerned.
In addition, the issue of Accrued Director Fee Shares in respect
of fees due to Mark Rollins, Leslie Peterkin and Stephen West is
considered to be a related party transaction for the purposes of
Rule 13 of the AIM Rules for Companies. Accordingly, the
independent directors, being all of the Directors except for Mark
Rollins, Leslie Peterkin and Stephen West, consider, having
consulted with Strand Hanson Limited (the Company's Nominated
Adviser), that the terms of such share issues are fair and
reasonable insofar as the Company's shareholders are concerned.
Expected Timetable of Principal Events
Publication of the Admission Document 31 March 2021
Latest time and date for receipt of Forms 9.00 a.m. (London
of Proxy time) on 14 April 2021
Extraordinary General Meeting 9.00 a.m. (London time)
on 16 April 2021
Record time and date for the Capital Consolidation close of business (London
time) on 16 April 2021
Admission and commencement of dealings 8.00 a.m. (London time)
in the Enlarged Share Capital on AIM on 19 April 2021
Settlement of Placing Shares in uncertificated 19 April 2021
form through CREST
Completion of the Acquisition 19 April 2021
Despatch of definitive share certificates 30 April 2021
in respect of the Placing Shares in certificated
form to Placees by no later than
Note: Each of the times and dates set out above and mentioned
elsewhere in the document may be subject to change at the absolute
discretion of the Company and Strand Hanson without further notice.
All references are to London time unless otherwise stated.
Temporary documents of title will not be issued.
Placing and Admission Statistics
Number of Existing Ordinary Shares
in issue at the date of this announcement 1,718,416,985
Placing Price 2.6p
Capital Consolidation Ratio 10:1
Number of Existing New Ordinary Shares
(following the Capital Consolidation) 171,841,698(1)(2)
Number of Placing Shares* 840,100,000
Number of Accrued Director Fee Shares
* 15,672,310
Enlarged Share Capital - number of
New Ordinary Shares in issue on Admission 1,027,614,008 (1)(2)
Placing Shares as a percentage of 81.75 per cent.
the Enlarged Share Capital on Admission
Options outstanding as a percentage 9.77 per cent.
of the Enlarged Share Capital on
Admission
Warrants outstanding as a percentage 5.97 per cent.
of the Enlarged Share Capital on
Admission
Market capitalisation following Admission GBP26,717,964
at the Placing Price
Gross proceeds of the Placing GBP21,842,600
Estimated net proceeds of the Placing GBP20,008,873
Ticker ADV
ISIN of the Existing Ordinary Shares IM00BZ7PNY71
ISIN of the New Ordinary Shares IM00BKSCP798
SEDOL of the Existing Ordinary Shares BZ7PNY7
SEDOL of the New Ordinary Shares BKSCP798
Legal Entity Identifier 213800TZWOYUFZ5V63
(1) This figure assumes that no Options or Warrants that are
outstanding as at the date of this document are exercised between
the date of this document and Admission.
(2) The number of Existing New Ordinary Shares, and consequently
the Enlarged Share Capital, may be reduced due to the fractional
entitlements resulting from the Capital Consolidation. The final
number of New Ordinary Shares in issue on Admission will be
confirmed on the morning of Admission via a Regulated Information
Service announcement.
* the number of shares is stated following implementation of the
Capital Consolidation.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European (Withdrawal)
Act 2018.
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