Andalas Energy and Power Plc - Placing and notice of AGM

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 £1,000,000 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 10^th July 2018.

The net proceeds of the Placing amounting to approximately £920,000 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 (£400,000) placed pursuant to existing authorities granted to the Directors (“Unconditional Placing Shares”) and a placing of 3,000,000,000 shares (£600,000) (“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 3^rd 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 17^th July 2018 (“First Admission”) and that dealings in the Conditional Placing Shares will commence on or around 15^th 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 the Unconditional Placing Shares	on or around 17th July 2018
Latest time and date for receipt of Forms of Proxy for the Annual General Meeting	10 a.m. on 1st August 2018
Annual General Meeting	10 a.m. on 3rd August 2018
Completion of the Placing of the conditional shares, conditional on passing AGM resolution	9th August 2018
50:1 Share Consolidation, conditional on passing AGM resolution	10th August 2018
Commencement of dealings in the Conditional Shares	15th August 2018

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 3^rd 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 (£5.00)).

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 Shares	2,000,000,000	40,000,000
Unconditional enlarged	11,662,162,387	233,243,247
Conditional Placing Shares	3,000,000,000	60,000,000
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 ex price	Number	Weighted avg ex price
Existing Options	40,344,865	0.64p	806,897	31.90p
Existing Warrants	1,368,731,078	0.09p	27,374,622	4.73p
Conditional warrants	300,000,000	0.02p	6,000,000	1.00p

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 Gorringe	Andalas Energy and Power Plc	Tel: [phone]
Roland Cornish/ James Biddle	Beaumont Cornish Limited (Nominated Adviser)	Tel: [phone]
Colin Rowbury	Novum Securities Limited (Joint Broker)	Tel: [phone]
Christian Dennis	Optiva Securities Limited (Joint Broker)	Tel: [phone]
Stefania Barbaglio	Cassiopeia Services Ltd	[e-mail]

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