AIM Schedule One - Advance Energy PLC (1797U)
01 April 2021 - 6:00PM
UK Regulatory
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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