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Advance Energy PLC Update re Proposed Reverse Takeover Transaction

31/03/2021 7:00am

UK Regulatory (RNS & others)


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Advance Energy PLC

31 March 2021

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL .

Capitalised terms used in this announcement carry the same meanings as those ascribed to them in the Company's Admission Document (available at www.advanceplc.com ) unless the context requires otherwise.

31 March 2021

Advance Energy plc

("Advance Energy" or the "Company")

Update re Proposed Reverse Takeover Transaction

Publication of Admission Document,

Notice of Extraordinary General Meeting,

Proposed Acquisition of 50 per cent. equity interest in Carnarvon Petroleum Timor,

Proposed Placing,

Proposed Board Appointments,

Proposed Adoption of Amended Articles,

Proposed Capital Consolidation,

Proposed Issue of Director and Senior Management Accrued Fee Shares and Accrued Fee Warrants,

Proposed Amendments to Articles,

Proposed Grant of Options,

and Restoration of Trading of the Existing Ordinary Shares

Advance Energy (AIM:ADV), an energy company seeking growth through acquisition or farm-in to non-operated interests in discovered upstream projects, is pleased to announce that, further to the subscription agreement with Timor-Leste Petroleum Pty Ltd (the "Buffalo Subscription Agreement"), as announced on 17 December 2020, the Company has now published an admission document dated 31 March 2021 (the "Admission Document"), incorporating a formal Notice of Extraordinary General Meeting, in relation to, inter alia, the conditional acquisition of a 50 per cent. equity interest in Carnarvon Petroleum Timor Unipessoal Lda ("Carnarvon Petroleum Timor") (the "Acquisition") and an associated conditional placing for New Ordinary Shares (as defined below) to raise, in aggregate, gross proceeds of GBP21,842,600 (the "Placing").

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 the ASX listed company Carnarvon Petroleum Limited (ASX:CVN) and was incorporated in Timor-Leste in August 2018 to hold and manage Carnarvon Petroleum's interest in the Buffalo PSC.

Strand Hanson Limited ("Strand Hanson") is acting as Nominated and Financial Adviser to the Company and Tennyson Securities (the trading name of Shard Capital Partners LLP) ("Tennyson Securities") and Optiva Securities Limited ("Optiva Securities") are acting as joint Brokers to the Company.

The Acquisition constitutes a reverse takeover transaction pursuant to Rule 14 of the AIM Rules for Companies (the "AIM Rules") and, accordingly, is conditional on, inter alia, the approval of Shareholders at an Extraordinary General Meeting to be held at 9.00 a.m. (London time) on 16 April 2021 at FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man, IM1 1LA.

Restoration of Trading

The Company's Existing Ordinary Shares were suspended from trading on AIM on 17 December 2020 pending the publication of an AIM admission document and following the announcement of the conditional Acquisition, classified as a reverse takeover under the AIM Rules. Following the publication of the Admission Document, the suspension of the Company's Existing Ordinary Shares is expected to be lifted and the Existing Ordinary shares are expected to resume trading at 7:30a.m. today.

Application will be made to the London Stock Exchange in due course for the Enlarged Share Capital to be admitted to trading on AIM. Admission of the Enlarged Share Capital to trading on AIM is expected to take place on or around 19 April 2021, subject to the passing of the Resolutions and the satisfaction of all other conditions.

Key Highlights :

-- The Acquisition provides Advance Energy with an indirect beneficial interest in a proven oil field with material existing resources.

- The Buffalo Oil Field contains independently certified 2C oil resources of 34.3 MMstb.

- Previous operators (BHP and Nexen Petroleum Australia Pty Ltd) produced 21 MMstb from the Buffalo Oil Field, over five years, with no material decrease in reservoir pressure.

-- Partnering with an established operator in the Carnarvon Petroleum group companies which operate the Buffalo Oil Field.

- Carnarvon Petroleum is a highly capable operator with an experienced in-house E&P team.

   --    Exposure to material upside potential in 2021 with limited risk. 

- B-10 Appraisal Well is expected to be drilled in H2 2021 and is intended to convert the 2C resources to 2P (proved and probable) reserves following re-certification.

- Buffalo PSC has the potential, subject to completion of the Placing and FDP approval, to deliver production of 40,000 bopd within three years of the B-10 Appraisal Well depending on the degree of success of the B-10 Appraisal Well.

-- Highly experienced Advance Energy Board and management team, with significant combined regional, technical and capital markets experience.

- Subject to the Acquisition completing, it is proposed that Stephen Whyte and Larry Bottomley will join the Board as independent Non-executive directors.

- The proposed Board will therefore consist of six directors comprising Mark Rollins as Non-Executive Chairman, Leslie Peterkin as Chief Executive Officer, Stephen West as Chief Financial Officer and three Non-Executive Directors.

   --    Proposed Placing 

- The Company has conditionally raised GBP21,842,600 million (before expenses) (approximately US$30.03 million) via the proposed issue of 840,100,000 New Ordinary Shares (the "Placing Shares") at a price of 2.6 pence per New Ordinary Share (the "Placing Price").

- The net proceeds of the Placing are estimated at GBP20,008,873 (approximately US$27.51 million). The net proceeds will be used to fund the subscription by Advance Energy TL Limited ("AETL", a wholly owned subsidiary of Advance Energy) for equity in Carnarvon Petroleum Timor, which will be 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 Company's Chairman, Mark Rollins, and Chief Executive Officer, Leslie Peterkin, have subscribed for, in aggregate, GBP0.43m of New Ordinary Shares pursuant to the Placing.

   --    Proposed Capital Consolidation 

- The Company is proposing a capital consolidation at a ratio of 10:1 such that, subject to the passing of the relevant Resolutions, Shareholders will be issued one new ordinary share of no par value ("New Ordinary Share") for every 10 existing ordinary shares of no par value (the "Existing Ordinary Share") currently held.

Further comprehensive information on the Buffalo PSC (including an assessment of the Buffalo Oil Field in a Competent Person's Report prepared by RISC Advisory Limited), the Acquisition and the Resolutions can be found in the Company's Admission Document (and the Notice of Extraordinary General Meeting set out therein), which is available on the Company's website at www.advanceplc.com and has been posted to Shareholders.

Leslie Peterkin, Chief Executive Officer of Advance Energy, commented :

"We're delighted to have completed this Placing, and we thank our new and existing shareholders for their belief in the Company and the investment opportunity we presented to them. The fundraise enables the completion of the transformative transaction with Carnarvon Petroleum and we can now look forward with confidence to the exciting B-10 appraisal well later this year which represents a material value catalyst for Advance Energy and its shareholders.

"The Buffalo PSC has the potential to deliver significant production and associated cash flow, with exceptional rates of return. The Board considers this project to be the ideal launchpad for our longer-term strategy, which focuses on achieving scale and generating shareholder returns.

"On behalf of the Board, I would like to welcome Stephen and Larry to Advance Energy, and we look forward to benefitting from their experience and insights going forward.

"The Company has a big year ahead and we look forward to updating the market as we deliver operational and corporate milestones."

For further information, please contact :

 
 Advance Energy plc 
                                                   +44 (0)1624 681 
 Leslie Peterkin (CEO) / Stephen West (CFO)                    250 
 Strand Hanson Limited (Financial and Nominated Adviser) 
 Rory Murphy / James Harris / James Bellman 
  / Georgia Langoulant                         +44 (0)20 7409 3494 
 Buchanan (Public Relations) 
 Ben Romney / Kelsey Traynor                   +44 (0)20 7466 5000 
 Tennyson Securities (Joint Broker) 
 Peter Krens / Ed Haig-Thomas                  +44 (0)20 7186 9030 
 Optiva Securities Limited (Joint Broker) 
 Christian Dennis                              +44 (0)20 3411 1881 
 

Notice of Extraordinary General Meeting

In accordance with Rule 14 of the AIM Rules, completion of the Acquisition is subject to approval by Shareholders to be sought at a forthcoming extraordinary general meeting of the Company to be held at 9.00 a.m. on 16 April 2021 at FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man, IM1 1LA. (the "Extraordinary General Meeting"), formal notice of which is incorporated in the Company's Admission Document (the "Notice of Extraordinary General Meeting").

The Notice of Extraordinary General Meeting sets out resolutions to approve, inter alia, the Acquisition, for the purposes of Rule 14 of the AIM Rules; the Placing; the Capital Consolidation; and the Amended Articles. The Directors unanimously recommend that Shareholders vote in favour of all of the Resolutions to be proposed at the Extraordinary General Meeting, as they intend to do in respect of their own beneficial holdings of 289,518,741 Ordinary Shares, representing 16.85 per cent., of the Company's Existing Ordinary Shares.

Assuming that the Resolutions are approved, it is expected that Admission will occur and trading in the New Ordinary Shares will commence at 8.00 a.m. (London time) on 19 April 2021.

Resolutions 1, 2, 3, 4 and 5 proposed in the Notice of Extraordinary General Meeting are inter-conditional. Completion of the Acquisition, the issue of the Placing Shares, the re-admission of the Enlarged Share Capital to trading on AIM, the Capital Consolidation and the adoption of the Amended Articles is conditional, amongst other matters, on Shareholders passing Resolutions 1, 2, 3, 4 and 5. If Shareholders do not pass those Resolutions, the Acquisition, the issue of the Placing Shares, the re-admission of the Enlarged Share Capital to trading on AIM, the Capital Consolidation and the adoption of the Amended Articles will not proceed and the Directors will need to consider alternative options for the Company. The Company will have expended significant funds in pursuing the proposed transaction and would therefore incur significant abort costs and there can be no guarantee that a suitable alternative Re-admission Transaction and/or funding on similar commercial terms to the Placing can be obtained on a timely basis or at all. Accordingly, if Resolutions 1, 2, 3, 4 and 5 are not passed and a suitable alternative Re-admission Transaction and/or funding on similar commercial terms to the Placing cannot be obtained on a timely basis or at all, it is possible the Company may not be able to continue as a going concern and may ultimately be forced into administration.

A Form of Proxy has been sent to Shareholders alongside the Admission Document and can be downloaded from the Company's website at: www.advanceplc.com . To be valid, completed Forms of Proxy must be completed and delivered, sent by post or sent by email to gdevlin@fim.co.im or by facsimile to + 44 (0)1624 681392 together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy or copy in some other manner approved by the directors of such authority) to FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man IM1 1LA, as soon as possible and in any event so as to arrive not later than 9.00 a.m. (London time) on 14 April 2021 or, in the event that the meeting is adjourned, not later than 48 hours before the time appointed for the meeting or any adjournment thereof.

In light of the ongoing COVID-19 pandemic, the holding of the Extraordinary General Meeting will be kept under review in line with Public Health guidance in the Isle of Man. However, based on current measures implemented by the Government in the Isle of Man, attendance at the Extraordinary General Meeting will be limited and shareholders may not attend in person. Shareholders wishing to vote on any matters of business are strongly urged to do so through the completion of a Form of Proxy.

The Chairman of the Extraordinary General Meeting will direct that voting on all Resolutions set out in the Notice will take place by way of a poll. The final poll vote on each resolution will be published immediately after the Extraordinary General Meeting on the Company's website.

The Government in the Isle of Man may change the current restrictions or implement further measures affecting the holding of general meetings during the affected period. Any changes to the arrangements for the Extraordinary General Meeting will be communicated to shareholders before the Extraordinary General Meeting through the Company's website at www.advanceplc.com.

Proposed Capital Consolidation

Admission is also conditional upon the approval and completion of the Capital Consolidation. At the date of this document there are 1,718,416,985 Existing Ordinary Shares in issue.

The Capital Consolidation, which will take place following (and conditional on) the passing of Resolution 5 to be proposed at the Extraordinary General Meeting, will involve every ten Existing Ordinary Shares on the Record Date being consolidated into one New Ordinary Share. The rights attached to the New Ordinary Shares will be the same as the rights attaching to the Existing Ordinary Shares and the New Ordinary Shares will trade on AIM in place of the Existing Ordinary Shares.

In accordance with the Articles (and the Amended Articles), the Board has decided that no Shareholder will be entitled to a fraction of a New Ordinary Share as a result of the Capital Consolidation and where any Shareholder would otherwise be entitled to a fraction only of a New Ordinary Share in respect of their holding of Existing Ordinary Shares on the date of the Extraordinary General Meeting (a "Fractional Shareholder"), such fractions will, in so far as possible, be aggregated with the fractions of New Ordinary Shares to which other Fractional Shareholders of the Company would be entitled so as to form full New Ordinary Shares ("Fractional Entitlement Shares"). These Fractional Entitlement Shares will be cancelled.

The provisions set out above mean that any such Fractional Shareholders will not have a resultant proportionate shareholding of New Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares, and as noted above, Shareholders with only a fractional entitlement to a New Ordinary Share (i.e. those Shareholders holding a total of fewer than 10 Existing Common Shares at the Record Date) will cease to be a Shareholder of the Company. Shareholders should be aware that if they hold fewer than 10 Existing Ordinary Shares on the Record Date, following the Capital Consolidation they will cease to be a shareholder in the Company and they will not be entitled to any New Ordinary Shares following the Capital Consolidation.

The Capital Consolidation will result in an issued share capital of 171,841,698 New Ordinary Shares prior to the issue and allotment of the Placing Shares and the Accrued Director Fee Shares. The number of Existing New Ordinary Shares, and consequently the Enlarged Share Capital, may be reduced due to the fractional entitlements resulting from the Capital Consolidation. The final number of New Ordinary Shares in issue on Admission will be confirmed on the morning of Admission via a Regulated Information Service announcement.

The Company will issue new share certificates to those Shareholders holding shares in certificated form to take account of the Capital Consolidation. Following the issue of share certificates in respect of the New Ordinary Shares, share certificates in respect of Existing Ordinary Shares will no longer be valid.

Existing Warrants and Options will also be consolidated such that every ten warrants/options to be consolidated into one (1) warrant/option and the exercise price of each warrant/option be amended in inverse proportion to this ratio.

The Placing

In conjunction with the Acquisition, the Company has conditionally placed 840,100,000 Placing Shares at the Placing Price of 2.6 pence to raise total gross proceeds of GBP21.84 million (approximately US$30.03 million, before expenses).

The net proceeds of the Placing are estimated at GBP20.01 million (approximately US$27.51 million). The net proceeds will be used to fund the subscription by AETL for equity in Carnarvon Petroleum Timor which will be 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 Directors are participating in the Placing by way of a subscription for a total of 16,539,000 Placing Shares, of which 9,615,500 Placing Shares are being subscribed for by Mark Rollins and 6,923,500 Placing Shares are being subscribed for by Leslie Peterkin.

A summary of the intended use of proceeds of the Placing is shown in the table below:

 
 Use of Net Proceeds                                 US$m   GBPm 
 Subscription by AETL for equity in Carnarvon 
  Petroleum Timor                                    20.0   14.5 
 Provision for share of additional costs for 
  the B-10 Appraisal Well, including mobilisation 
  and demobilisation                                  2.5    1.8 
 General working capital                              5.0    3.6 
--------------------------------------------------  -----  ----- 
 Total                                               27.5   20.0 
==================================================  =====  ===== 
 

The Placing will result in the issue of in total 840,100,000 New Ordinary Shares (representing, in aggregate, approximately 81.75 per cent., of the Enlarged Share Capital). The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the New Ordinary Shares and therefore rank equally for all dividends or other distributions declared, made or paid after the date of issue of the Placing Shares. No temporary documents of title will be issued.

The Placing is conditional, among other things, upon the Resolutions being approved by Shareholders at the Extraordinary General Meeting and on Admission becoming effective by not later than 8.00 a.m. (London time) on 19 April 2021 (or such later date as Strand Hanson, Tennyson Securities and Optiva Securities may agree not being later than 30 April 2021). Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the Placing will not proceed.

Significant Shareholders

Immediately following Admission, the Company's significant shareholders holding over 3 per cent. of the Enlarged Share Capital are expected to comprise:

 
 Shareholder                      Number of New         Percentage of the 
                                Ordinary Shares    Enlarged Share Capital 
                                                             on Admission 
 Tavira Securities Ltd               53,570,000                     5.21% 
 Sebastian Marr                      42,015,625                     4.09% 
 John Story                          35,710,000                     3.48% 
 Anavio Capital Partners 
  LLP                                35,710,000                     3.48% 
 Toscafund Asset Management 
  LLP                                34,620,000                     3.37% 
 

Options, Warrants and Accrued Fee Issues

Fee Shares and Warrants

On Admission, the Board intends to issue, in aggregate, 15,672,310 Accrued Director Fee Shares and 3,851,159 Accrued Fee Warrants to certain Existing Directors and senior management in lieu of accrued and unpaid fees during the period from February 2020 to March 2021 inclusive calculated on the basis of the Company's mid-market closing share price at the end of the relevant month in respect of the fees due for each monthly period (applying a price of 2.6p in respect of March 2021). From 1 April 2021, all Director remuneration is expected to be paid in cash.

Director and Senior Management interests in the Ordinary Shares

The Directors and senior management will hold the following interests in the Ordinary Shares immediately following the Capital Consolidation and on Admission:

 
 Director/Senior Manager    Number of Existing New Ordinary   Accrued       Placing     Number of       Percentage 
                            Shares                             Director      Shares      New Ordinary    of Enlarged 
                                                               Fee Shares                Shares on       Share Capital 
                                                                                         Admission       (%) 
 Mark Rollins                                    13,983,333     5,804,320   9,615,500      29,403,153             2.86 
                           --------------------------------  ------------  ----------  --------------  --------------- 
 Leslie Peterkin                                 13,883,333     5,804,320   6,923,500      26,611,153             2.59 
                           --------------------------------  ------------  ----------  --------------  --------------- 
 Stephen West                                       879,920     4,063,670           -       4,943,590             0.48 
                           --------------------------------  ------------  ----------  --------------  --------------- 
 Stephen Whyte(1)                                   391,266             -           -         391,266             0.04 
                           --------------------------------  ------------  ----------  --------------  --------------- 
 Ross Warner                                        205,287             -           -         205,287             0.02 
                           --------------------------------  ------------  ----------  --------------  --------------- 
 Larry Bottomley                                          -             -           -               -                - 
                           --------------------------------  ------------  ----------  --------------  --------------- 
 Anthony John Battrick                            6,666,666             -           -       6,666,666             0.65 
                           --------------------------------  ------------  ----------  --------------  --------------- 
 

(1) Stephen Whyte's shareholding is held in the name of Nicola Louise Whyte

Proposed Grant of Options

Share Option Agreements in agreed form have been provided to Stephen West, Leslie Peterkin, Mark Rollins, Ross Warner, Larry Bottomley, Stephen Whyte and John Battrick in respect of, in aggregate, 83,710,000 Options over New Ordinary Shares to be granted on Admission.

The number of Options over New Ordinary Shares to be granted to each recipient is as set

out below:

 
 Names                    New Options (post Capital Consolidation) 
                           to be granted on Admission 
 Mark Rollins                                           19,840,000 
 Leslie Peterkin                                        24,450,000 
 Stephen West                                           19,840,000 
 Ross Warner                                             3,930,000 
 Larry Bottomley                                         1,670,000 
 Stephen Whyte                                           1,670,000 
 Anthony John Battrick                                  12,310,000 
 

Further details on the Share Option Scheme are detailed in paragraph 6.2 of Part VII of the Admission Document.

Issue of Adviser Warrants

On Admission, the Company will issue, in aggregate, 45,553,120 Adviser Warrants exercisable at the Placing Price to certain advisers of the Company in respect of fees associated with the Proposals.

Proposed Board Changes

As mentioned above, subject to the Acquisition completing, it is proposed that Stephen Whyte and Larry Bottomley will join the Board as independent Non-executive directors. The proposed Board will therefore consist of six directors comprising Mark Rollins as Non-Executive Chairman, Leslie Peterkin as Chief Executive Officer, Stephen West as Chief Financial Officer and three Non-Executive Directors.

Further information on Stephen Whyte and Larry Bottomley, including the information required to be disclosed pursuant to Schedule 2(g) of the AIM Rules, is provided in the Company's Admission Document and will also be announced on conclusion of the Extraordinary General Meeting subject to the Resolutions being approved by Shareholders.

Lock-in and Orderly Market Arrangements

Lock-in and Orderly Market Agreements in respect of, in aggregate, 68,221,115 New Ordinary Shares dated on or around 31 March 2021 has been entered into by (i) the Company, (ii) Strand Hanson, (III) Tennyson Securities (iv) Optiva Securities and (v) each of the Existing Directors, the Proposed Directors and John Battrick (the "Locked-In Shareholders") pursuant to which each Locked-In Shareholder has, conditional on Admission, undertaken as a separate undertaking to each of the Company, Strand Hanson, Tennyson Securities and Optiva Securities that, subject to certain limited exceptions, they will not dispose of, or agree to dispose of, Ordinary Shares held by them or on behalf of them for a period of 12 months from the date of Admission.

Each Locked-In Shareholder has also undertaken that for the period of 12 months following the anniversary of the date of Admission, subject to certain conditions, they will only dispose of Ordinary Shares held by them in consultation with each of Strand Hanson, Tennyson Securities and Optiva Securities (in order to maintain an orderly market in the Shares) and then through Tennyson Securities and Optiva Securities.

Related Party Transactions

The subscription for Placing Shares by Mark Rollins and Leslie Peterkin is considered to be a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors, being all of the Directors except for Mark Rollins and Leslie Peterkin, consider, having consulted with Strand Hanson Limited (the Company's Nominated Adviser), that the terms of such subscription are fair and reasonable insofar as the Company's shareholders are concerned.

In addition, the issue of Accrued Director Fee Shares in respect of fees due to Mark Rollins, Leslie Peterkin and Stephen West is considered to be a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors, being all of the Directors except for Mark Rollins, Leslie Peterkin and Stephen West, consider, having consulted with Strand Hanson Limited (the Company's Nominated Adviser), that the terms of such share issues are fair and reasonable insofar as the Company's shareholders are concerned.

Expected Timetable of Principal Events

 
 Publication of the Admission Document                            31 March 2021 
 Latest time and date for receipt of Forms                    9.00 a.m. (London 
  of Proxy                                               time) on 14 April 2021 
 Extraordinary General Meeting                          9.00 a.m. (London time) 
                                                               on 16 April 2021 
 Record time and date for the Capital Consolidation   close of business (London 
                                                         time) on 16 April 2021 
 Admission and commencement of dealings                 8.00 a.m. (London time) 
  in the Enlarged Share Capital on AIM                         on 19 April 2021 
 Settlement of Placing Shares in uncertificated                   19 April 2021 
  form through CREST 
 Completion of the Acquisition                                    19 April 2021 
  Despatch of definitive share certificates                       30 April 2021 
   in respect of the Placing Shares in certificated 
   form to Placees by no later than 
 

Note: Each of the times and dates set out above and mentioned elsewhere in the document may be subject to change at the absolute discretion of the Company and Strand Hanson without further notice. All references are to London time unless otherwise stated. Temporary documents of title will not be issued.

Placing and Admission Statistics

 
 Number of Existing Ordinary Shares 
  in issue at the date of this announcement           1,718,416,985 
 Placing Price                                                 2.6p 
 Capital Consolidation Ratio                                   10:1 
 Number of Existing New Ordinary Shares 
  (following the Capital Consolidation)           171,841,698(1)(2) 
 Number of Placing Shares*                              840,100,000 
 Number of Accrued Director Fee Shares 
  *                                                      15,672,310 
 Enlarged Share Capital - number of 
  New Ordinary Shares in issue on Admission    1,027,614,008 (1)(2) 
 Placing Shares as a percentage of                  81.75 per cent. 
  the Enlarged Share Capital on Admission 
 Options outstanding as a percentage                 9.77 per cent. 
  of the Enlarged Share Capital on 
  Admission 
 Warrants outstanding as a percentage                5.97 per cent. 
  of the Enlarged Share Capital on 
  Admission 
 Market capitalisation following Admission            GBP26,717,964 
  at the Placing Price 
 Gross proceeds of the Placing                        GBP21,842,600 
 Estimated net proceeds of the Placing                GBP20,008,873 
 Ticker                                                         ADV 
 ISIN of the Existing Ordinary Shares                  IM00BZ7PNY71 
 ISIN of the New Ordinary Shares                       IM00BKSCP798 
 SEDOL of the Existing Ordinary Shares                      BZ7PNY7 
 SEDOL of the New Ordinary Shares                          BKSCP798 
 Legal Entity Identifier                         213800TZWOYUFZ5V63 
 

(1) This figure assumes that no Options or Warrants that are outstanding as at the date of this document are exercised between the date of this document and Admission.

(2) The number of Existing New Ordinary Shares, and consequently the Enlarged Share Capital, may be reduced due to the fractional entitlements resulting from the Capital Consolidation. The final number of New Ordinary Shares in issue on Admission will be confirmed on the morning of Admission via a Regulated Information Service announcement.

* the number of shares is stated following implementation of the Capital Consolidation.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European (Withdrawal) Act 2018.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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