Andalas Energy and Power Plc Placing and notice of AGM
11 July 2018 - 4:00PM
UK Regulatory
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: +62 21 2965 5800
Gorringe
Roland Beaumont Cornish Limited Tel: +44 20 7628 3396
Cornish/ (Nominated Adviser)
James
Biddle
Colin Novum Securities Limited Tel: +44 207 399 9427
Rowbury (Joint Broker)
Christian Optiva Securities Limited Tel: +44 20 3411 1881
Dennis (Joint Broker)
Stefania Cassiopeia Services Ltd Stefania@cassiopeia-ltd.com
Barbaglio
END
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