Ascent Resources PLC Notice of Record Date, GM & posting of Circular

RNS Number : 9212V

Ascent Resources PLC

05 February 2025

 

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

 

5 February 2025

Ascent Resources plc

("Ascent" or the "Company")

Notice of Record Date, General Meeting and Circular for Shareholder Distribution

Ascent Resources Plc (LON: AST), is pleased to announce that the Record Date for Shareholders to qualify for a bonus issue of preference shares for ring-fenced access to an economic interest in 41% of the net proceeds to be received by the Company in the event of a positive Energy Charter Treaty claim outcome will be 10 February 2025. The distribution requires Shareholder approval of a number of ordinary and special resolutions, which were mailed to Shareholders in a circular last night (the contents of which are produced below) to convene a General Meeting will be held at 14:30 on 20 February 2025 A copy of the Circular will also be available on the Company's website www.ascentresources.co.uk.

Capitalised terms have the meaning set out in Appendix I to this announcement.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

	2025
Publication of Circular	4 February
Latest time and date for receipt of Forms of Proxy in respect of the General Meeting	14:30 on 18 February
Date and time of the General Meeting	14:30 on 20 February
Ex-entitlement date Record Date for entitlements under the Bonus Issue	6:00 p.m. on 7 February 6:00 p.m. on 10 February
Despatch of share certificates for Preference Shares	Within 14 days from the date of the General Meeting

Notes:

(a)             Unless otherwise specified, references in this Document to time are to London time (GMT).

(b)             The times and dates above are indicative only.  If there is any change, revised times and/or dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

 

INDICATIVE BONUS ISSUE STATISTICS

 

Basis of Bonus Issue	1 A2 Preference Share for every 1 existing Ordinary Share on the Record Date
Issue price per Preference Share	0.005 pence
Number of Ordinary Shares in issue as at the date of this Document	308,652,323
Number of Warrants outstanding as at the date of this Document	134,475,364
Number of Options outstanding as at the date of this Document	8,997,379
Number of Existing Preference Shares in issue at the date of this Document to be redesignated as "A1 Preference Shares"	208,608,491
Total number of additional A1 Preference Shares that may be issued in respect of warrants and options	62,705,121
Number of A2 Preference Shares to be issued in respect of Ordinary Shares in issue as the date of this Document	308,652,323
Maximum Number of A2 Preference Shares which may be issued to RiverFort	47,874,699
Total number of A2 Preference Shares that may be issued in respect of qualifying Warrants	101,762,931
Total number of A2 Preference Shares that may be issued in respect of New Options	3,285,894
Total aggregate number of A2 Preference Shares that may be issued	461,575,847

 

PART I - LETTER FROM THE CHIEF EXECUTIVE OFFICER

Dear Shareholder

1.            Introduction

On 23 July 2020 and 5 May 2022, the Company and its wholly-owned subsidiary, Ascent Slovenia Limited (together the "Claimants"), filed notices of dispute in relation to an Energy Charter Treaty claim ("ECT Claim") against the Republic of Slovenia in relation to measures taken by the Republic of Slovenia which have destroyed the value of the Company's investments in the Slovenian energy sector, and which have de facto deprived the Company of its right to produce gas in Slovenia. Further to these notices, the Claimants commenced an ICSID arbitration against the Republic of Slovenia on 15 August 2022.

On 4 March 2024, the Company carried out a bonus issue ("Original Bonus Issue") and adopted new articles of association in order to distribute an entitlement to the economic interest in 49 per cent of any net proceeds received after deduction of all legal fees, costs and expenses relating to the ECT Claim (the "Net Proceeds" as further defined below) to qualifying existing shareholders in the event of a successful claim outcome against the Republic of Slovenia by the Claimants. Following the Original Bonus Issue, the Company currently retains 100% ownership and control of its significant ECT Claim and, further to the Original Bonus Issue, a 51% economic interest in the Net Proceeds to be received in the event of a positive claim outcome.

On 20 December 2024, the Company announced its intention to conduct a second distribution with entitlements to up to a further 41% economic interest in the Net Proceeds to be received in the event of a positive claim outcome. In order to carry out these proposals, it will be necessary for the Company to (i) redesignate the Existing Preference Shares as A1 Preference Shares (ii) carry out a New Bonus Issue of new A2 Preference Shares and (iii) to adopt new articles of association setting out the rights attaching to the A1 Preference Shares (the rights of which will not be altered) and the A2 Preference Shares. These matters will require the approval of the Company's shareholders in a General Meeting.

I am now writing to you with details of the General Meeting of the Company to be held at 8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 2:30p.m. on Thursday, 20 February 2025. The formal Notice of the General Meeting is set out at Part II of this Document.

This Document provides shareholders with the background to and the reasons for the proposed New Bonus Issue and adoption of the New Articles (the "Proposals"), explains the consequences of the Proposals, and sets out why the Directors unanimously consider the Proposals to be in the best interest of the Company and its shareholders as a whole.

2.            Background to, and reasons for, the Proposals

Since the Original Bonus Issue was completed on 4 March 2024, the Company has embarked upon a series of shaping moves in order to diversify its business as a result of the difficulties faced in Slovenia regarding the assets held there and which culminated in the ECT Claim. In particular, the Company has made the following investments:

·      an investment into a private US holding company, GNG Partners LLC, that has acquired a natural gas processing plant with helium purification and liquefier in Utah, USA;

·      entered into a strategic collaboration agreement with Delta Energy Corp SARL pursuant to which a new joint venture special purpose company which will focus on new business development opportunities in world class proven hydrocarbon basins has been established; and

·      acquired a 49% interest in American Helium LLC's Utah and Colorado upstream acreage which includes direct interests in a proportionate share of 119,000 acres of helium rich oil and gas licenses across the two states.

As a result of the continued expansion of the Company into new ventures, the Company has determined that it would be in the best interests of existing shareholders to ringfence a further portion of the Net Proceeds which may be realised as a result of the ECT Claim. This decision to pursue a further ringfencing of litigation proceeds comes after much dialogue by the Board with existing shareholders and is considered to be in the best interests of all existing shareholders. The intention of this potential distribution is to give qualifying shareholders the opportunity of having ring-fenced access to a larger portion of the net proceeds of the ECT Claim in the event of a successful outcome, which is not exposed to further changes in the capital structure of the Company, and without any impact on the title or control over the ECT Claim itself. It should be cautioned that in the event the Company is successful in its claim, any amount actually received by the Company may be significantly lower than the full claim.

The Directors have sought to consider the most efficient ways in which the Company can carry out these actions and took tax and legal advice prior to implementing the Original Bonus Issue. The Company is pleased to confirm that the following steps will be taken in order to ringfence a further 41 per cent economic interest in the Net Proceeds for the benefit of existing shareholders as of the Record Date:

Redesignation of Existing Preference Shares as A1 Preference Shares

As the Company is issuing a second tranche of Preference Shares pursuant to the Proposals, the Company intends to redesignate the Existing Preference Shares as "A1 Preference Shares". The Redesignation will not result in any alteration to the terms of the Existing Preference Shares and they will rank equally with the new A2 Preference Shares to be issued pursuant to the Proposals.

Bonus Issue of new A2 Preference Shares

The Company intends to carry out the New Bonus Issue, pursuant to which every shareholder of the Company as at the Record Date will receive one A2 Preference Share issued fully paid up. The nominal value of the A2 Preference Shares shall be paid up by the Company capitalising £15,375.16325 standing to the credit of the Company's share premium account.

The A2 Preference Shares shall entitle the holders thereof to receive, subject to the Act, a preferential dividend equal to the A2 Preference Amount (being, in aggregate, an amount equal to 41% of the Net Proceeds) following the Preference Amount Determination Date. The obligation to pay the A2 Preference Amount on the A2 Preference Shares will only arise to the extent that the Total Preference Amount is received by the Company.

Shareholders might recall that in connection with the Original Bonus Issue, the Company incorporated a new 100 per cent owned subsidiary company as a special purpose vehicle named Ascent Claim Entitlement SPV Ltd (the "SPV") whereby the Claimants entered into a deed of assignment with the SPV pursuant to which the Claimants assigned to the SPV a 49 per cent. economic interest in the Net Proceeds. Pursuant to the proposed assignment, the SPV issued ordinary shares to the Company (being an equal number of shares as the Existing Preference Shares) ("SPV Shares") and the SPV Shares held by the Company may be transferred to qualifying shareholders in satisfaction of the Preference Amount payable in respect of the Existing Preference Shares. With this New Bonus Issue, the Company has determined that it will not establish another special purpose vehicle in order to replicate the structure applicable to the Existing Preference Shares in this respect. Instead, qualifying shareholders will simply receive A2 Preference Shares as stated above. The SPV structure will remain in place in respect of the A1 Preference Shares.

Adoption of New Articles (containing the terms applicable to the new A2 Preference Shares)

In order to issue the A2 Preference Shares, the Company will adopt new articles of association (the "New Articles") setting out the terms applicable to the A2 Preference Shares, which will rank equally with the A1 Preference Shares and any other sub-classes of Preference Shares issued from time to time. As explained above, the A2 Preference Shares will entitle the holders thereof to receive, subject to the Act, a preferential dividend equal to the A2 Preference Amount following the Preference Amount Determination Date.

The A2 Preference Shares do not confer on the holders thereof any voting rights and, following the payment of the A2 Preference Amount, the new A2 Preference Shares shall not entitle the holders thereof to any further economic or claim ownership rights. The A2 Preference Shares also do not give any title nor control over the ECT Claim or the conduct of the ECT Claim proceedings. Following the payment of the A2 Preference Amount, the Company will be authorised at any time to effect a transfer of the A2 Preference Shares without reference to the holders thereof and for no consideration pursuant to and in accordance with the Act. Accordingly, the new A2 Preference Shares will, for all practical purposes, be valueless following the payment of the A2 Preference Amount and it is the Board's intention, at an appropriate time, to have the A2 Preference Shares cancelled, whether through an application to the Companies Court or otherwise in accordance with the Act.

Other than the changes to be made to the Articles in order to redesignate the Existing Preference Shares as A1 Preference Shares and to include the rights attaching to the A2 Preference Shares, no other provisions in the Company's articles of association are proposed to be altered. The rights attaching to the Preference Shares (being both the A1 Preference Shares and the A2 Preference Shares) are set out in Article 4 of the New Articles.

A copy of the draft New Articles, setting out the proposed amendments to the existing articles of association of the Company, is available on the Company's website, under 'Presentations and Documents' at the following link: https://www.ascentresources.co.uk/investors.

Following careful consideration, the Directors believe that it is in the best interests of the Company and its shareholders to seek to implement the Proposals set out above. Set out in paragraph 3 below are some general considerations of the Proposals from a tax perspective. Shareholders are advised to consult their tax advisers on their tax position in respect of any A2 Preference Shares and the payment of the A2 Preference Amount.

Shareholders should note that the A2 Preference Shares will not be admitted to trading on AIM, or any other exchange. Accordingly, there will be no liquidity or market for trading the A2 Preference Shares. Furthermore, any Shareholder acquiring Ordinary Shares after the Record Date shall have no entitlement to receive A2 Preference Shares in respect of the Ordinary Shares so acquired, or otherwise to receive any part of the A2 Preference Amount after the Preference Amount Determination Date.

3.            Tax considerations

The following statements, which are intended as a general guide only, are based on UK tax legislation and published HM Revenue & Customs practice in force and effect at the date of this Document. They summarise certain limited aspects of the UK taxation treatment of acceptance of the Proposals and they relate only to the position of Shareholders who hold their Ordinary Shares beneficially as an investment and who are resident in the UK for taxation purposes. The below comments are intended as a guide only to the general position on UK taxation of chargeable gains based on current legislation and practice for certain classes of UK resident Shareholders and does not relate to persons such as market makers, brokers, intermediaries and persons connected with depositary arrangements or clearance services, to whom special rules apply. If you are in any doubt as to your taxation position or are resident or domiciled in any jurisdiction other than the UK, you should consult an appropriate independent professional adviser immediately.

New Bonus Issue

A bonus share issue is generally treated as a reorganisation of share capital for UK tax purposes. Consequently, UK tax resident shareholders should not be treated as making a disposal / part-disposal of their existing shareholding as a result of the bonus issue for capital gains purposes. The foregoing treatment generally applies except in the case of a bonus issue which precedes, or follows, a repayment of share capital (it is assumed that, so far as the Company is concerned, no such repayment of share capital has taken, or will take, place). The bonus issue should be tax neutral from the Company's perspective also.

Payment of the A2 Preference Amount

If the A2 Preference Amount becomes payable and such amount is satisfied in cash, the Company will be deemed to have paid a dividend to Shareholders. Shareholders would be taxed accordingly on receipt of the dividend.

Shareholders who are resident in the UK for tax purposes would be subject to income tax on the receipt of such a dividend, subject to their individual circumstances, and the availability of any reliefs (including the annual tax-free dividend allowance, which is in the amount of £500 for the tax year 2024-25).

Dividend rates of income tax would apply to such shareholders' receipt, which range from 8.75 per cent. to 39.35 per cent. as of the tax year 2024-25, depending on the shareholder's total taxable income for the tax year concerned.

4.            Options and Warrants

As at the date of this Document, the Company has 8,997,379 Options outstanding. To ensure the continued incentivisation and retention of certain of the Option Holders, who are the executives who will manage the entirety of the ECT Claim, those Option Holders will be granted New Options replicating their current option coverage in Ascent Resources plc. Such Option Holders will therefore receive such number of New Options as equals the number of Options that they currently hold (being 3,285,894 Options in aggregate). The exercise price for the New Options will be the nominal value of the A2 Preference Shares and, upon exercise of the New Options, the relevant Option Holders will receive one A2 Preference Share for every New Option exercised.  These options will expire two weeks after the outcome of the ECT Claim becomes known, including the definition of the quantum of the award if there is an award.

As at the date of this Document, the Company has 134,475,364 Warrants outstanding. 101,762,931 of the Company's outstanding Warrants include adjustment event clauses which are triggered by the proposed New Bonus Issue, and accordingly these qualifying Warrants will have amended subscription rights such that if and when they are exercised the warrant holder will receive one Ordinary Share, one A1 Preference Share and one A2 Preference Share for every Warrant exercised. No other term of the qualifying Warrants, including the relevant exercise price payable on exercise, will be altered by virtue of the New Bonus Issue.

As was previously the case, at such time as New Options and/or Warrants are exercised, the SPV shall issue to the Company an additional number of SPV Shares equal to the total number of A1 Preference Shares issued pursuant to the exercise of the New Options and/or qualifying Warrants.

In order for the Company to be able to issue A2 Preference Shares to holders of New Options and qualifying Warrants, Resolutions 3 and 5 are proposed to be passed at the General Meeting in order to grant the Directors authority to issue A2 Preference Shares pursuant to section 551 of the Act, and free from statutory pre-emption rights.

5.            Issue of new A2 Preference Shares to RiverFort

On 22 April 2024, the Company entered into a new financing facility with RiverFort pursuant to which, in consideration for RiverFort advancing US$1,000,000 to the Company, the Company granted RiverFort 11,506,098 warrants over Ordinary Shares. In addition to these new warrants, RiverFort also held existing warrants over 6,933,333 Ordinary Shares. Pursuant to the arrangements entered into with RiverFort, it has been agreed that RiverFort will be issued A2 Preference Shares as and when the Company carries out the New Bonus Issue. Accordingly, in connection with the New Bonus Issue, RiverFort will subscribe, on a fully paid up basis, for 15,927,494 A2 Preference Shares at par value and subject to full conversion of the outstanding debt obligation and interest could receive upto a further 31,947,205 A2 Preference Shares (in the event the Loan plus interest is redeemed in cash these conversion SPV shares will not be created).

6.            General Meeting

Set out at the end of this document is a notice convening the General Meeting to be held at 8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 2:30p.m. on Thursday, 20 February 2025, at which the following resolutions will be proposed:

Resolution 1: Redesignation

Resolution 1 is an ordinary resolution to authorise the Redesignation of the Existing Preference Shares as A1 Preference Shares.

Resolution 2: Bonus Issue

Resolution 2 is an ordinary resolution to authorise the New Bonus Issue and the issue and allotment of A2 Preference Shares to Shareholders.

Resolution 3: Authority to allot

Resolution 3 is an ordinary resolution to authorise the Directors to issue and allot up to 152,923,524 A2 Preference Shares pursuant to the New Options, qualifying Warrants currently outstanding, and the A2 Preference Shares to be issued to RiverFort.

Resolution 4: Directors authority to allot Shares

Resolution 4 is an ordinary resolution to enable directors to issue and allot new Ordinary shares in the Company up to a nominal value of £1,543,261.62.

Resolution 5: Adoption of New Articles

Resolution 5 is a special resolution to adopt the New Articles as the articles of association of the Company.

Resolution 6: Disapplication of pre-emption rights

 

Resolution 6 is a special resolution to disapply statutory pre-emption rights to allow the Directors to issue and allot 308,652,323 A2 Preference Shares pursuant to the New Options, qualifying Warrants currently outstanding and the A2 Preference Shares to be issued to RiverFort, up to a nominal value of £23,078,7924.

 

Resolution 7: Authority to issue shares on a non-pre-emptive basis

 

 Resolution 7 is a special resolution to disapply statutory pre-emption rights to allow the Directors to issue and allot new Ordinary shares up to a nominal value of £1,543,261.62

 

7.            Action to be taken

A Form of Proxy for use by Shareholders at the General Meeting accompanies this document. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to the Company's registrars, Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY , as soon as possible, but in any event so as to be received by no later than 2:30p.m. on Tuesday, 18 February 2025  or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting).

Shareholders who hold their shares through CREST and who wish to appoint a proxy for the General Meeting or any adjournment(s) thereof may do so by using the CREST proxy voting service in accordance with the procedures set out in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to that CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. Proxies submitted via CREST must be received by the Registrar by no later than 2:30 p.m. on Tuesday, 18 February 2025.

8.            Recommendation

For the reasons noted above, the Directors consider the Resolutions to be put to the General Meeting are in the best interests of the Company and, therefore, unanimously recommend that Shareholders vote in favour, as they intend to do so in respect of the Ordinary Shares they are directly or indirectly interested in, which amount to, in aggregate, 2,690,000 Ordinary Shares, representing 0.87% per cent. of the current issued share capital of the Company. 

 

Yours sincerely,

Andrew Dennan

Chief Executive Officer

For and on behalf of the Board of Ascent Resources plc

 

 

 

Enquiries:

Ascent Resources plc Andrew Dennan	Via Vigo Communications
Zeus, Nominated Adviser & Broker James Joyce / James Bavister / Gabriella Zwarts	0203 829 5000
Novum Securities, Joint Broker John Belliss / Colin Rowbury	0207 399 9400

 

 

Appendix I - Definitions

 

The following definitions apply throughout this Document, unless the context requires otherwise:

"A1 Preference Amount"	49 per cent. of the Net Proceeds
"A1 Preference Shares"	the irredeemable preference shares of 0.005 pence each in the capital of the Company issued on 4 March 2024, having the rights set out in the New Articles and which are entitled to be paid, following the Preference Amount Determination Date, the A1 Preference Amount
"A2 Preference Amount"	41 per cent. of the Net Proceeds
"A2 Preference Shares"	the irredeemable preference shares of 0.005 pence each in the capital of the Company to be issued to the Shareholders as at the Record Date pursuant to the New Bonus Issue, having the rights set out in the New Articles and which are entitled to be paid, following the Preference Amount Determination Date, the A2 Preference Amount
"Act"	the Companies Act 2006, as amended
"AIM"	the AIM market operated by the London Stock Exchange Plc
"AIM Rules"	the AIM rules for Companies as published and amended by the London Stock Exchange and as amended from time to time
"Assigned Net Proceeds"	the A1 Preference Amount
"Business Day"	a day (other than a Saturday, Sunday or public holiday) on which banks are open in London, England
"CREST"	the computerised settlement system (as defined in the CREST Regulations), operated by Euroclear, which facilitates the transfer of title to shares in uncertificated form
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended
"Directors" or the "Board"	the directors of the Company
"ECT Claim"	the Claimants' Energy Charter Treaty claim against the Republic of Slovenia
"Euroclear"	Euroclear UK & International Limited, a company incorporated in England and Wales and the operator of CREST
"Form of Proxy"	the form of proxy for use by the Shareholders in connection with the General Meeting
General Meeting	the general meeting of Shareholders to be held at 8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 2.30 p.m. on Thursday, 20 February 2025, notice of which is set out at Part II of this Document, or any adjournment of that meeting
"Group"	the Company and its subsidiary undertakings at the date of this Document
"London Stock Exchange"	London Stock Exchange plc
"Net Proceeds"	all amounts received by the Company as a consequence of any settlement or final judgment or determination of the ECT Claim less: (a)        all taxes payable in connection with any amounts received; (b)        all disbursements payable in connection with the ECT Claim, whether in the Republic of Slovenia, the United Kingdom or elsewhere (including the expenses incurred by Enyo Law in pursuing the ECT Claim and such as, for example, fees and expenses of the arbitral tribunal and arbitral institutions, hearing venue costs, travel expenses, fees of translators, interpreters and transcribers, printing and courier costs, legal database search fees and other similar expenses, as well as fees of experts (including in relation to any report produced or attendance at hearings) and of Slovenian lawyers); (c)        all third-party costs incurred in connection with the ECT Claim, including but not limited to, all fees payable to Enyo Law under the Damages Based Agreement with it; (d)        all costs, fees and charges payable in connection with the enforcement and recovery of any amounts due to the Company as a result of a settlement, judgment or determination of the ECT Claim; (e)        all amounts payable to the providers of insurance in relation to the ECT Claim, including any insurance contingent premium payable out of the receipt of proceeds in the event of the ECT Claim being successful; and (f)         any other amounts that the Company reasonably determines ought to be considered as a cost or charge incurred or payable in connection with the ECT Claim
"New Articles"	the new articles of association to be adopted by the Company pursuant to Resolution 4 set out in the Notice to be proposed at the General Meeting
"Ordinary Shares"	the ordinary shares of 0.5 pence each in the capital of the Company
"Original Bonus Issue"	the bonus issue of 208,608,491 Existing Preference Shares to shareholders which was carried out on 4 March 2024
"Preference Amount"	means the percentage of Net Proceeds payable to a sub-class of Preference Shares in issue from time to time as a preferential dividend, being as at the date of adoption of the New Articles, the A1 Preference Amount and the A2 Preference Amount
"Preference Amount Determination Date"	the date upon which the Total Preference Amount is finally determined by the Directors
"Preference Shares"	the A1 Preference Shares, the A2 Preference Shares and any other sub-class of irredeemable preference shares created in accordance with and, in each, case having the rights set out in, the New Articles
"Proposals"	the Redesignation, the Bonus Issue and the adoption of the New Articles
"Record Date"	the record date for the Bonus Issue, being 6.00 p.m. on 10 February 2025
"Redesignation"	the redesignation of the Existing Preference Shares as A1 Preference Shares, having the rights set out in the New Articles
"Resolutions"	the resolutions set out in the Notice to be proposed at the General Meeting
"Shareholders"	holders of Ordinary Shares in the Company as of the Record Date
"Share Registrar"	Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE
"uncertificated" or "in uncertificated form"	recorded on the register of Ordinary Shares as being held in uncertificated form in CREST, entitlement to which, by virtue of the CREST Regulations, may be transferred by means of CREST

 

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