AIM Schedule One Update - Afentra PLC (5530V)

TIDMAET

RNS Number : 5530V

AIM

04 December 2023

 
          ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
           IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                       RULES") 
 
 COMPANY NAME: 
 Afentra plc ("Afentra" or the "Company") 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
   Registered Office & Head Office: 
   High Holborn House 
   52-54 High Holborn 
   London 
   England 
   WC1V 6RL 
 COUNTRY OF INCORPORATION: 
 England and Wales 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 https://afentraplc.com/aim-rule-26/ 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
            Afentra, formerly Sterling Energy plc, was launched in 2021 
             to support the African energy transition as a responsible, 
             well managed independent oil and gas company, assisting in 
             the continued economic and social development of African economies 
             through responsible management of their oil and gas assets 
             and bridging the gap to renewable and other sustainable forms 
             of energy. Afentra aims to access, redevelop and maximise the 
             full potential of existing producing fields and undeveloped 
             discoveries that no longer fit the portfolio of IOCs and host 
             governments in a safe, responsible and sustainable manner. 
 
             The Company is in the process of acquiring the following non-operating 
             interests in assets located offshore Angola: 
              *    14% interest in Block 3/05 and a 40% interest in 
                   Block 23 offshore Angola from Sonangol Pesquisa e 
                   Produção S.A. ("Sonangol") for an aggregate 
                   consideration, including maximum deferred 
                   consideration, of approximately US$91.0 million (the 
                   "Sonangol Acquisition"); and 
 
 
              *    a further 12% interest in Block 3/05 and a 12% (and 
                   potentially up to 16%) interest in Block 3/05A 
                   offshore Angola from Azule Energy Angola Production 
                   B.V. for an aggregate consideration, including 
                   maximum deferred consideration, of approximately 
                   US$84.5 million (the "Azule Acquisition"). 
 
 
 
             Pursuant to Rule 14 of the AIM Rules for Companies, the Sonangol 
             Acquisition constitutes a reverse takeover and therefore admission 
             is being sought as a result of such reverse take-over. Admission 
             is not contingent on completion of the Azule Acquisition. 
 
             Afentra also has an interest in a high potential exploration 
             project, onshore southwestern Somaliland. The Odewayne Block 
             covers a very large area (circa 22,000km(2)), located adjacent 
             to the border with Ethiopia. The PSA covers block SL6 and part 
             of blocks SL7 and SL10. 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
 Number of ordinary shares of GBP0.1 each ("Ordinary Shares") 
  for which Admission is being sought: 220,053,520 
 
  There are no restrictions as to the transferability of the 
  Ordinary Shares. 
 
  No Ordinary Shares are or will be held in treasury on Admission. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 No capital to be raised on Admission 
 
  Anticipated Market Capitalisation on Admission: Approx. GBP 
  65 million (based on the closing price of existing Ordinary 
  Shares admitted to AIM of GBX 29.50 on 9 November 2023. 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 26.06% 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
 Not applicable 
 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION 
  (Y/N) 
 
   N 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
 Jeffrey (Jeff) Saunders MacDonald - Non-Executive Chairman 
  Paul McDade - Chief Executive Officer 
  Ian Richard Cloke - Chief Operating Officer 
  Anastasia Deulina - Chief Financial Officer 
  Gavin Hugh Lothian Wilson - Independent Non-Executive Director 
  Thierry Andre Nicolas Yao Tanoh - Independent Non-Executive 
  Director 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
   Shareholder                      % of issued      % of issued 
                                     share capital    share capital 
                                     pre-Admission    on Admission 
    Askar Alshinbayev                   21.86%           21.86% 
                                   ---------------  --------------- 
    Denis O'Brien                       7.16%            7.16% 
                                   ---------------  --------------- 
    Kite Lake Capital Management 
     (UK) LLP                           6.13%            6.13% 
                                   ---------------  --------------- 
    Athos Capital Limited               3.13%            3.13% 
                                   ---------------  --------------- 
    David and Monique Newlands          3.10%            3.10% 
                                   ---------------  --------------- 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
   Paul Burden (consultant) 
   Three60 Energy Singapore PTE Ltd 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
 
   (i) 
   31 December; 
 
   (ii) 
   30 June 2023 (unaudited); 
 
   (iii) 
   30 June 2024 (audited annual consolidated accounts to 31 December 
   2023); 
   30 September 2024 (half yearly report for the six months ending 
   30 June 2024); and 
   30 June 2025 (audited annual consolidated accounts to 31 December 
   2024). 
 EXPECTED ADMISSION DATE: 
 Early December 2023 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   Peel Hunt LLP 
   100 Liverpool Street 
   London 
   EC2M 2AT 
   United Kingdom 
 NAME AND ADDRESS OF BROKER: 
 
   Peel Hunt LLP 
   100 Liverpool Street 
   London 
   EC2M 2AT 
   United Kingdom 
 
   Tennyson Securities 
   65 Petty France 
   London 
   SW1H 9EU 
   United Kingdom 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
 
   The Admission Document, which contains full details about the 
   applicant and the admission of its securities, is available 
   on the Company's website: 
   https://afentraplc.com/investors/ 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   The Quoted Companies Alliance Corporate Governance Code 
 DATE OF NOTIFICATION: 
 
   4 December 2023 
 NEW/ UPDATE: 
 
   New 
 

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December 04, 2023 05:00 ET (10:00 GMT)