Andes Energia PLC Result of GM (5455N)

TIDMAEN

RNS Number : 5455N

Andes Energia PLC

09 August 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

9 August 2017

Andes Energia plc

("Andes Energia" or the "Company")

Result of General Meeting and Completion of the combination with PETSA

Change of name to Phoenix Global Resources plc

Andes Energia is pleased to announce that all resolutions put to shareholders at the General Meeting held earlier today were duly passed including the Waiver Resolution which was passed on a poll.

As a result, it is expected that, amongst other things, the combination with PETSA will become effective, the Proposed Directors will be appointed to the Board, certain Directors will leave the Board and the Company's name will change to Phoenix Global Resources plc (AIM: PGR; BCBA: PGR) and the Company's website will change to www.phoenixglobalresources.com, all of which will be effective from 8.00 a.m. tomorrow.

Application has been made for the Enlarged Share Capital (including the 1,899,106,385 Consideration Shares and the 14,766,666 Share Exchange Shares) to be admitted to trading on AIM. It is expected that Admission will also become effective and dealings in the Enlarged Share Capital on AIM will also commence at 8.00 a.m. tomorrow.

Ex Dividend Date

The ex dividend date for the Interoil Demerger will be 7 September 2017 (the "Ex Dividend Date").

Total voting rights

Following Admission, the Company's Enlarged Share Capital will comprise 2,519,431,566 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury.

The figure of 2,519,431,566 Ordinary Shares may be used by Shareholders 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 under the FCA's Disclosure Guidance and Transparency Rules.

Sir Michael Rake, Chairman of Andes Energia, said:

"The Company has the scale, management, assets and financial resources to take advantage of the rapid changes occurring in Argentina. I look forward to chairing the Board which is committed to the highest standards of corporate governance."

Anuj Sharma, CEO of Andes Energia, said:

"We have an active work programme across our portfolio of conventional and unconventional assets to increase production and to take forward the appraisal and development of our substantial unconventional resources including our position in the Vaca Muerta formation."

For further information, please contact:

 
 Andes Energia            Anuj Sharma,              T: [phone] 
  plc                      CEO                       7500 
                           Philip Wolfe,             T: +44 (0)203 
                           CFO                       757 4983 
                           Billy Clegg,              T: +44 (0)203 
                           Head of Communications    757 4983 
 Mercuria Energy          Matthew Lauer             T: [phone] 
  Group 
 
   Stockdale Securities     Antonio Bossi             T: [phone] 
                            David Coaten              6100 
 
   Panmure Gordon           Adam James                T: [phone] 
                            Atholl Tweedie            2500 
 
   Camarco                  Gordon Poole              T: [phone] 
                            James Crothers            4980 
 

Capitalised terms used but not defined in this announcement have the same meaning as in the readmission document published on 24 July 2017 and available from the Company's website at www.andesenergiaplc.com.ar

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

ANY SECURITIES DESCRIBED HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNTED STATES, UNLESS REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PUSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES, AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES. THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.

Stockdale Securities Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and is acting exclusively for the Company in connection with the Transaction and Admission and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Transaction and Admission and/or any other matter referred to in this Announcement.

Panmure Gordon (UK) Limited is authorised and regulated in the United Kingdom by the FCA and is acting as joint broker to the Company and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Transaction and Admission and/or any other matter referred to in this Announcement.

This announcement contains certain forward-looking statements, beliefs or opinions, with respect to certain of the Company's current expectations and projections about future prospects, developments, strategies, performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the Directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, none of the Company, Stockdale, Panmure Gordon nor any of their respective affiliates nor any of their respective directors, officers, employees, advisers or representatives assumes any responsibility or obligation to update, amend or revise publicly or review any of the forward-looking statements contained in this announcement. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. Past performance of the Company and PETSA cannot be relied on as a guide to future performance and persons reading this announcement are cautioned not to place undue reliance on such forward-looking statements.

This information is provided by RNS

The company news service from the London Stock Exchange

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August 09, 2017 09:00 ET (13:00 GMT)