Rame Energy PLC Administration process update (8687K)

TIDMRAME

RNS Number : 8687K

Rame Energy PLC

26 September 2016

Rame Energy plc

("Rame" or the "Company")

Administration process update

Further to the announcement made on 5 August 2016, the Joint Administrators, being Andrew Beckingham and Colin Prescott of Leonard Curtis Recovery Limited, have informed the Directors that they have entered into a binding agreement to dispose of the Company's interest in Seawind Holding SpA and its operating subsidiaries in Chile (the "Chilean Assets") for cash consideration of US$1.2 million (the "Disposal") to TUDA sprl and Safe Harbour Capital PTE. LTD ("Safe Harbour"). In addition, contractual arrangements have been made for the Purchaser to seek to assume or otherwise settle certain contractual liabilities of the Company, that are themselves subject to liability at a Chilean level, such that the remaining claims of unsecured creditors may be reduced.

Specifically in relation to the Company's liability to InterEnergy Holdings ("IEH"), there is contractual provision for the purchaser to seek to enter into a novation agreement to the effect that the Company's liabilities and obligations to IEH may be replaced. If such an agreement is unable to be completed, and IEH subsequently claims as an unsecured creditor in the insolvency proceedings of the Company, there is alternate contractual provision for an additional sum calculated by reference to the dividend prospects of IEH to be contributed to the company's Administration Estate such that the dividend prospects of other creditors may be protected without amelioration.

Splendid Suns Holdings Limited ("Splendid Suns") is a substantial shareholder in Rame. Vincent Trapenard holds over 30% of the share capital of both Splendid Suns and Safe Harbour. As such, Safe Harbour is considered a related party and the Disposal constitutes a related party transaction under AIM Rule 13. The Directors, having consulted with the Joint Administrators and its Nominated Adviser, Cantor Fitzgerald Europe, consider the terms of the Disposal to be fair and reasonable insofar as the Company's shareholders are concerned.

Further updates will be made in due course.

The Administrators confirm that the Administration process as previously set out continues and that their formal proposals for the conduct of the Administration proceedings have been approved by creditors.

On the basis of ongoing discussions with potential funding parties, the Joint Administrators consider that there may be potential for a Company Voluntary Arrangement ("CVA") to be put to creditors of the Company for consideration following the sale of assets. Should a CVA proposal not prove viable or capable of implementation, based on information currently available the Joint Administrators consider that realisations from asset sales will be sufficient to enable a dividend to be paid to unsecured creditors. In this situation, on completion of the Administration, the Joint Administrators will file a notice with the Registrar of Companies in order that the Administration will cease and the Company will move automatically into Creditors' Voluntary Liquidation ("CVL").

The Joint Administrators consider that it is likely that there will be either a) a rescue of the Company or b) a return to the Company's unsecured creditors. The outcome and extent of any return therefore is dependent upon resolution of the on-going CVA discussions and funding negotiations and additionally the discharge of the costs associated with the Administration. The Joint Administrators and the Company will make appropriate updates in due course.

On 1 July 2016, the Company's shares were suspended from trading on AIM as the Company was not in a position to publish its audited annual report and accounts ("Annual Report") within the timeframe laid out by the AIM Rules for Companies. That suspension will remain in place until such time as the Company is able to publish its audited Annual Report.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

Enquiries:

 
 Leonard Curtis Recovery Limited                               [e-mail] 
  (Administrators) 
  Andrew Beckingham 
  Colin Prescott 
 
 Rame Energy plc (Via the Administrators) 
 Tim Adams 
  Kevin McNair 
 
 Cantor Fitzgerald Europe (Nominated Adviser and Broker)       [phone] 
 Andrew Craig 
  Richard Salmond 
 
 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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September 26, 2016 12:48 ET (16:48 GMT)