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ANR Altona

16.50
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Altona LSE:ANR London Ordinary Share GB00BFZNKV91 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 16.50 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Altona Energy Plc Placing and Notice of General Meeting

13/10/2017 12:00pm

UK Regulatory


 
TIDMANR 
 
13 October 2017 
 
                               Altona Energy plc 
                          ("Altona" or "the Company") 
 
                      Proposed Placing to raise GBP210,000 
 
                         Share Capital Re-organisation 
 
                           Notice of General Meeting 
 
The Board of Altona (AIM: ANR) announces that it has conditionally raised GBP 
210,000 before expenses through a placing of 420,000,000 new ordinary shares 
("Placing Shares") at an issue price of 0.05p per share (the "Placing").  The 
Placing is conditional, inter alia, on the approval of shareholders at a 
General Meeting of the Company further details of which are set out below. 
 
Background to and reasons for the Placing 
 
On 25 September 2017 the Company announced that further studies were required 
at the Arckaringa coal project to establish the presence of dry coal in any of 
the areas covered by the Company's exploration licences.  In addition, also on 
25 September 2017, the Company announced that a default judgment had been 
entered against the Company for GBP238,680.68 in respect of a claim by a former 
director, who has alleged entitlement to a termination payment under a 
settlement agreement.  On 11 October 2017, the Company announced that it had 
been successful in its application to the court to set aside the default 
judgment, which is consequently no longer a current liability for Altona.  The 
Company will now proceed with its defence against the claim. 
 
The services of Runge Pincock Minarco Global (specialist mining consultants) 
mentioned in the announcement of 25 September 2017 have not yet been engaged, 
pending detailed discussions, which are expected to take place in the next 
month, between the Company's Australian joint venture and WSP Australia Pty Ltd 
regarding its report which addresses the possibility of conventional mining 
within the Company's licenced areas. 
 
The Company has limited working capital and it has become necessary for the 
Board to undertake the Placing to provide additional funding. 
 
The investors who are participating in the Placing (the "Placees") are 
experienced in the natural resources sector and have indicated that they will 
work closely with the existing Board to establish the best way to exploit the 
significant coal resources at the Arckaringa project. 
 
The Company has agreed that the Placees may, for as long as the aggregate of 
their shareholdings in the Company is equal to or in excess of 15 per cent. of 
the Company's issued ordinary share capital, nominate up to two persons to be 
directors of the Company.  The Placees have therefore proposed that Henry 
Kloepper joins the Board of Altona, subject to the passing of the resolutions 
at the General Meeting. 
 
Mr. Klopper is the Executive Chairman of URU Metals Limited (AIM: URU) and is 
CEO of Captor Capital Corporation.  Until February this year, he was non-board 
CEO of Frontier Lithium Inc., which is developing a world-class lithium deposit 
in northwestern Ontario.  Mr. Kloepper has worked in investment banking and 
structured finance throughout a 30 year career.  He has held executive 
positions with JP Morgan, Citibank, Bank of America, and North American Trust, 
in Canada, the US and Europe. 
 
The net proceeds of the Placing are expected to provide sufficient funding to 
meet Altona's immediate corporate costs. 
 
Capital Re-organisation 
 
Company law prohibits the issue of shares at a discount to their nominal value. 
 The proposed Placing price per share is less than the nominal value (GBP0.001) 
of the Existing Ordinary Shares. Accordingly, it is necessary to carry out the 
Capital Re-organisation which will result in the nominal value of the New 
Ordinary Shares being GBP0.0001.  This is achieved by sub-dividing each Existing 
Ordinary Share into one New Ordinary Share of GBP0.0001 and one Deferred Share of 
GBP0.0009. 
 
The Deferred Shares are effectively valueless and, in accordance with current 
practice, the Company is to be given the right by Resolutions 2 and 3 to 
acquire them for nil consideration and cancel them. 
 
Details of the Placing 
 
The Placees have each conditionally agreed to subscribe for 210,000,000 New 
Ordinary Shares under the Placing at a subscription price of GBP0.0005 per share 
payable in full in cash on subscription.  The New Ordinary Shares so 
subscribed, will rank pari passu with the other New Ordinary Shares which will 
be in issue following the passing of the Resolutions. 
 
The placing commitments of the Placees are conditional upon: 
 
 1. The passing of the Resolutions; 
 
 2. Wintask Group Limited providing an irrevocable undertaking to vote the 
    230,000,000 Existing Ordinary Shares held by it (representing approximately 
    23.2 per cent. of the Company's issued share capital) in favour of the 
    Resolutions; and 
 
 3. Admission of the Placing Shares to trading on AIM. 
 
Condition (2) above has already been satisfied. It is expected that the Placing 
will be completed shortly after the passing of the Resolutions. 
 
An application has been made for the Placing Shares to be admitted to trading 
on AIM which is expected to occur at 8.00 a.m. on 1 November 2017 
("Admission"), subject to the resolutions being passed at the General Meeting. 
 
Recommendation 
 
The Board consider that the Capital Re-organisation and Placing are necessary 
to provide the Company with additional working capital to assist in funding its 
immediate obligations, and are therefore in the interests and for the benefit 
of the Company and shareholders generally. 
 
Accordingly, the Directors unanimously recommend that you vote in favour of the 
resolutions being proposed at the Extraordinary General Meeting, as they intend 
to do or procure to be done in respect of their own and their connected 
persons' beneficial holdings.  Wintask Group Ltd which holds Existing Ordinary 
Shares representing 23.2 per cent. of the present issued share capital of the 
Company, has given an irrevocable undertaking to vote in favour of the 
Resolutions. 
 
Qinfu Zhang, Executive Chairman of Altona, commented, "The Company faces a 
difficult working capital situation and, after exhausting all usual funding 
channels, we believe these new investors represent the best opportunity for the 
future of Altona.  The Company has exploration licences which cover a 
significant coal asset in Southern Australia.  Working together with these new 
investors, who have many years' experience in the resources sector, we hope to 
make progress in developing the Arckaringa project." 
 
Circular and General Meeting 
 
A circular containing a notice of the General Meeting is expected to be posted 
to shareholders later today and will be made available on the Company's website 
www.altonaenergy.com.  The circular convenes a General Meeting of the Company 
to approve the Placing and Capital Re-organisation to be held at the offices of 
Welbeck Associates, 30 Percy Street, Fitzrovia, London W1T 2DB at 11.30 a.m. on 
31 October 2017. 
 
Total Voting Rights 
 
With effect from Admission, the Company's issued ordinary share capital will 
comprise 1,411,956,853 ordinary shares of 0.01p with one vote per share.  The 
Company does not hold any shares in treasury.  Therefore, the total number of 
Ordinary Shares and voting rights in the Company will be 1,411,956,853.  This 
figure may be used by shareholders in the Company as the denominator for the 
calculations by which they will determine if they are required to notify their 
interest in, or a change in their interest in, the share capital of the Company 
pursuant to the FCA's Disclosure Guidance and Transparency Rules. 
 
This announcement contains inside information for the purposes of Article 7 of 
Regulation (EU) 596/2014. 
 
                                    -ends- 
 
For further information, please visit www.altonaenergy.com or contact: 
 
Altona Energy plc                                              +44 (0)7555 679 245 
Qinfu Zhang, Executive Chairman 
 
Leander (Financial PR)                                         +44 (0)7795 168 157 
Christian Taylor- Wilkinson 
 
Northland Capital Partners Ltd (Nomad and Broker)              +44 (0)20 3861 6625 
Matthew Johnson / Gerry Beaney (Corporate Finance) 
John Howes (Corporate Broking) 
 
 
 
 
 
END 
 

(END) Dow Jones Newswires

October 13, 2017 07:00 ET (11:00 GMT)

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