AIM Schedule One - Advance Energy PLC (1797U)

TIDMADV

RNS Number : 1797U

AIM

01 April 2021

 
     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: 
 
   Advance Energy Plc (AIM: ADV) (the "Company" or "Advance") 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
   55 Athol Street 
   Douglas 
   Isle of Man 
   IM1 1LA 
 COUNTRY OF INCORPORATION: 
 
   Isle of Man 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
   https://www.advanceplc.com/ 
 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: 
 
   Admission is sought as a result of a reverse takeover in accordance 
   with AIM Rule 14. 
 
   As announced on 17 December 2020, in accordance with the Company's 
   strategy to focus on growth through acquisition or farm-in 
   to non-operated interests in upstream projects, the Company 
   entered into a conditional Buffalo Subscription Agreement pursuant 
   to which the Company's wholly-owned subsidiary, Advance Energy 
   TL Limited ("AETL") could subscribe for equity such that AETL 
   holds up to 50 per cent. of the total equity interest in Carnarvon 
   Petroleum Timor for a consideration of up to US$20 million 
   (the "Acquisition"). 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 ASX listed company, Carnarvon Petroleum 
   Limited. 
 
   The net proceeds of the Placing of approximately GBP20.01 million 
   (approximately US$27.51m million) will be used to fund the 
   Acquisition in respect of the full 50 per cent. interest in 
   Carnarvon Petroleum Timor, with such funds in turn being 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 Acquisition constitutes a reverse takeover pursuant to 
   AIM Rule 14 and is therefore subject to, inter alia, the approval 
   of Advance's shareholders. 
 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): 
 Ordinary shares of no par value in the Company ("Ordinary Shares") 
  (following a proposed 1 for 10 share consolidation of the Company's 
  existing Ordinary Shares of no par value). 
 
  The 1,718,416,985 existing Ordinary Shares (pre Capital Consolidation) 
  currently in issue will, subject to shareholder approval for, 
  inter alia, the Capital Consolidation, be consolidated into 
  up to 171,841,698 new Ordinary Shares ("New Ordinary Shares"). 
  The final number of New Ordinary Shares is likely to be reduced 
  as a result of fractional entitlements from the Capital Consolidation, 
  with the final figure to be confirmed prior to Admission when 
  the number of New Ordinary Shares to be cancelled as a result 
  of fractional entitlements from the Capital Consolidation is 
  known. 
 
  In addition, the Company will, on Admission, issue 840,100,000 
  New Ordinary Shares pursuant to the Placing and 15,672,310 
  New Ordinary Shares pursuant to the settlement of certain accrued 
  director fees. 
 
  A total of up to 1,027,614,008 New Ordinary Shares are to be 
  admitted to trading on readmission subject to approval of the 
  Proposals. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 Capital raised on Admission of GBP21.84m 
  Implied market capitalisation on Admission of GBP26.72m at 
  the Placing Price 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   6.64% 
 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: 
 N/A 
 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): 
 
   Directors 
   Mr. Mark Andrew Rollins, (Non-Executive Chairman) 
   Mr. Leslie Stewart Peterkin, (Chief Executive Officer) 
   Mr. Stephen Paul West, (Chief Financial Officer) 
   Mr. Ross Michael Warner, (Non-Executive Director) 
 
   Proposed Director 
   Larry Anthony Bottomley, (Non-Executive Director) 
   Stephen James Whyte, (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                                      Pre (%)   Post (%) 
    Tavira Securities Ltd                                  -      5.21% 
                                                    --------  --------- 
    Sebastian Marr                                    14.06%      4.09% 
                                                    --------  --------- 
    John Story                                             -      3.48% 
                                                    --------  --------- 
    Anavio Capital Partners LLP                            -      3.48% 
                                                    --------  --------- 
    Toscafund Asset Management LLP                         -      3.37% 
                                                    --------  --------- 
    Mark Rollins*                                      8.14%   Below 3% 
                                                    --------  --------- 
    Leslie Peterkin*                                   8.08%   Below 3% 
                                                    --------  --------- 
    John Geoffrey Bolitho                              7.28%   Below 3% 
                                                    --------  --------- 
    Crossways Trustees Limited Ato Bruschini Rats      6.82%   Below 3% 
                                                    --------  --------- 
    Brintons                                           6.51%   Below 3% 
                                                    --------  --------- 
    Jarvis Investment Management                       5.67%   Below 3% 
                                                    --------  --------- 
    Optiva Securities                                  4.67%   Below 3% 
                                                    --------  --------- 
    Anthony John Battrick**                            3.88%   Below 3% 
                                                    --------  --------- 
    Hargreaves Lansdown                                3.87%   Below 3% 
                                                    --------  --------- 
 
 
   * Mark Rollins (Non-executive Chairman) and Leslie Peterkin 
   (Chief Executive Officer) are both directors of the Company. 
 
   **Anthony John Battrick is the Technical Manager of Advance. 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 N/A 
 (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) 30 April 
 
   (ii) 
   Unaudited half-yearly accounts for Advance to 31 October 2020. 
   Unaudited half-yearly accounts for Carnarvon Petroleum Timor, 
   Unipessoal, LDA to 31 October 2020. 
 
   (iii) 31 October 2021, 31 January 2022, 31 October 2022 
 EXPECTED ADMISSION DATE: 
 
   19 April 2021 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   Strand Hanson Limited 
   26 Mount Row 
   Mayfair 
   London 
   W1K 3SQ 
   United Kingdom 
 NAME AND ADDRESS OF BROKER: 
 
   Tennyson Securities 
   65 Petty France 
   London 
   SW1H 9EU 
   United Kingdom 
 
   Optiva Securities Limited 
   49 Berkeley Square 
   Mayfair 
   London 
   W1J 5AZ 
   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: 
 
   https://www.advanceplc.com/ 
 
   Copies of the Admission Document, which contains full details 
   of Advance and its securities, are also available at the offices 
   of Tennyson Securities, 65 Petty France, London, SW1H 9EU 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   QCA Corporate Governance Code 
 DATE OF NOTIFICATION: 
 
   1 April 2021 
 NEW/ UPDATE: 
 
   NEW 
 

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April 01, 2021 03:00 ET (07:00 GMT)