Andalas Energy and Power Plc Placing and notice of AGM

 
TIDMADL 
 
Andalas Energy and Power Plc 
 
Placing and notice of AGM 
 
11 July 2018 
 
                         Andalas Energy and Power Plc 
 
                         ('Andalas' or the 'Company') 
 
                           Placing and notice of AGM 
 
Andalas Energy and Power plc (AIM:ADL) is pleased to announce that it has 
conditionally raised gross proceeds of GBP1,000,000 via a placing ('Placing') of 
5,000,000,000 ordinary shares of nil par value Ordinary Shares ("Placing 
Shares") at a price of 0.02pence per Ordinary Share, compared to the mid-market 
price of 0.022pence at the close of business on 10th July 2018. 
 
The net proceeds of the Placing amounting to approximately GBP920,000 will be 
used for working capital and to provide capital to pursue upstream 
opportunities in Indonesia and the UK identified by the Company's business 
development activity. 
 
Simon Gorringe, CEO of Andalas Energy and Power plc commented, "We are 
delighted with the support we have received from new and existing 
shareholders.  This placing, together with our lower cost operating model and 
over 6 months of looking for the right deals for shareholders, puts us in a 
strong position going in to the summer to deliver on our ambition of growing 
the Andalas business." 
 
Posting of Shareholder Circular and Notice of Annual General Meeting ("AGM") 
 
The Placing is conditional on the Placing Shares, which will rank pari passu 
with the existing Ordinary Shares, being admitted to trading on AIM.  The 
Placing comprises a placing of 2,000,000,000 shares (GBP400,000) placed pursuant 
to existing authorities granted to the Directors ("Unconditional Placing 
Shares") and a placing of 3,000,000,000 shares (GBP600,000) ("Conditional Placing 
Shares").  The placing of the Conditional Placing Shares is also conditional on 
the Company passing at a general meeting such resolutions as the directors 
consider necessary to authorise and otherwise permit the directors and the 
Company to issue the Conditional Placing Shares.  The resolutions will be 
proposed at the annual general meeting of the Company ("AGM") to be held at 
10am on 3rd August 2018. 
 
A copy of the notice of AGM, together with the audited financial statements for 
the year ended 30 April 2018, will be made available on the Company's website 
(www.andalasenergy.co.uk) and for inspection at the Company's registered office 
at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP.  Shareholders should 
read the full text of the notice of AGM. 
 
Application will be made to the London Stock Exchange for the Placing Shares to 
be admitted to trading on AIM.  It is expected that dealings in the 
Unconditional Placing Shares will commence on or about 17th July 2018 ("First 
Admission") and that dealings in the Conditional Placing Shares will commence 
on or around 15th August 2018 ("Second Admission") subject to the passing of 
the necessary resolutions at the AGM. 
 
Warrants over 300,000,000 shares with a three year life and an exercise price 
of 0.02p per share will be issued in connection with the placing.  The warrants 
are conditional on the approval of increased authorities to be voted on by 
shareholders at the forthcoming Annual General Meeting. 
 
Total voting rights (pre-consolidation) 
 
Following the First Admission but before the Second Admission, the Company's 
issued share capital will consist of 11,662,162,387 ordinary shares of nil par 
value ("Ordinary Shares"), with each Ordinary Share carrying the right to one 
vote. The Company does not hold any Ordinary Shares in treasury. This figure of 
11,662,162,387 Ordinary Shares may therefore be used by shareholders in the 
Company, between the dates of First Admission and Second Admission, 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 ("DTRs"). 
 
Following the Second Admission the Company's issued share capital will consist 
of 14,662,162,387 Ordinary Shares, with each Ordinary Share carrying the right 
to one vote. The Company does not hold any Ordinary Shares in treasury. This 
figure of 14,662,162,387 Ordinary Shares may therefore be used by shareholders 
in the Company 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 DTRs. 
 
The impact of the consolidation on the total voting rights of the Company is 
analysed below. 
 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
Announcement of the Placing                      11th July 2018 
 
First Admission and commencement of dealings in  on or around 17th July 
the Unconditional Placing Shares                 2018 
 
Latest time and date for receipt of Forms of     10 a.m. on 1st August 2018 
Proxy for the Annual General 
Meeting 
 
Annual General Meeting                           10 a.m. on 3rd August 2018 
 
Completion of the Placing of the conditional     9th August 2018 
shares, conditional on passing AGM resolution 
 
50:1 Share Consolidation, conditional on passing 10th August 2018 
AGM resolution 
 
Commencement of dealings in the Conditional      15th August 2018 
Shares 
 
Share, Option and Warrant Consolidation 
 
As set out in the announcement made on 22 May 2018, the Directors resolved to 
propose at the forthcoming AGM a resolution to consolidate the Company's share 
capital ("Share Consolidation") in order to reduce the large number of existing 
ordinary shares of nil par value in issue ("Existing Ordinary Shares"). 
  Existing options and warrants will also be consolidated. 
 
The Directors believe that this exercise will affect a more manageable trading 
price for the ordinary shares of nil par value following the Share 
Consolidation ("New Ordinary Shares"), make the New Ordinary Shares in the 
Company more attractive to future investors and achieve a more appropriate 
number of ordinary shares in issue for a Company of Andalas' market value. 
 
Accordingly, following the passing of the Share Consolidation resolution at the 
forthcoming AGM, every 50 Existing Ordinary Shares that are in issue as at the 
close of business on 3rd August 2018 will be consolidated into one New Ordinary 
Share.   The New Ordinary Shares arising on implementation of the share 
consolidation will have the same rights as the Existing Ordinary Shares, 
including voting and other rights.  All existing options and warrants will be 
consolidated on the same 50-to-1 basis and the Company's new Stock Exchange 
Daily Official List ("SEDOL") code will be BZ7PNY7 and its new ISIN code will 
be IM00BZ7PNY71.  The Company's Tradable Instrument Display Mnemonic ("TIDM") 
remains unchanged: "ADL". 
 
A fractional entitlement will arise as a result of the consolidation unless a 
holding of Existing Ordinary Shares is exactly divisible by 50.  For example, a 
Shareholder holding 666,666 Existing Ordinary Shares would be entitled to 
13,333 New Ordinary Shares and a fractional entitlement of 0.32 of a New 
Ordinary Share after the consolidation of shares ("Fractional Entitlement 
Shares"). 
 
These fractional entitlements will be aggregated and sold in the market at the 
best price then reasonably obtainable to any person, and the proceeds of sale 
(net of expenses) will be paid in due proportion among the relevant members 
entitled thereto (save that any fraction of a penny which would otherwise be 
payable shall be rounded down in accordance with the usual practice of the 
registrar of the Company and save that the Company may retain the net proceeds 
of sale of such Fractional Entitlement Shares where the individual amount of 
net proceeds to which any member is entitled is less than five pounds (GBP5.00)). 
 
Following the consolidation the share capital of the Company will be as 
follows: 
 
                                  Pre-consolidation        Post-consolidation 
 
Existing                              9,662,162,387               193,243,247 
 
Unconditional Placing                 2,000,000,000                40,000,000 
Shares 
 
Unconditional enlarged               11,662,162,387               233,243,247 
 
Conditional Placing                   3,000,000,000                60,000,000 
Shares 
 
Conditional enlarged                 14,662,162,387               293,243,247 
 
Following the consolidation the potentially dilutive share capital of the 
Company will be as follows: 
 
                       Pre-consolidation            Post-consolidation 
 
                     Number      Weighted avg      Number      Weighted avg 
                                   ex price                      ex price 
 
Existing Options  40,344,865        0.64p         806,897         31.90p 
 
Existing         1,368,731,078      0.09p        27,374,622       4.73p 
Warrants 
 
Conditional       300,000,000       0.02p        6,000,000        1.00p 
warrants 
 
Save for any adjustment resulting from the Fractional Entitlements, all 
shareholders and option holders will retain the same percentage interest in the 
Company post consolidation as previously held. 
 
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. 
 
Simon     Andalas Energy and Power Plc               Tel: [phone] 
Gorringe 
 
Roland    Beaumont Cornish Limited                   Tel: [phone] 
Cornish/  (Nominated Adviser) 
James 
Biddle 
 
Colin     Novum Securities Limited                   Tel: [phone] 
Rowbury   (Joint Broker) 
 
 
Christian Optiva Securities Limited                  Tel: [phone] 
Dennis    (Joint Broker) 
 
Stefania  Cassiopeia Services Ltd                    [e-mail] 
Barbaglio 
 
 
 
END 
 

(END) Dow Jones Newswires

July 11, 2018 02:00 ET (06:00 GMT)