MetalNRG PLC BritNRG Limited Update (7535S)
18 November 2021 - 6:00PM
UK Regulatory
TIDMMNRG
RNS Number : 7535S
MetalNRG PLC
18 November 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK
LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS
(SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
18(th) November 2021
MetalNRG plc
("MetalNRG" or the "Company")
BritNRG Limited Update
MetalNRG (LON:MNRG), the natural resources and energy investment
company, announces an update on its joint venture, BritNRG Limited,
and a dispute that has arisen with a former director of MetalNRG,
Mr Pierpaolo Rocco, and BritEnergy Holdings LLP, the partner in the
BritNRG Limited joint venture, in connection with which, it is now
apparent that Mr Rocco is currently a "person with significant
control" ("PSC").
Leading up to, and following the market announcement made on
19(th) October 2021, announcing Mr Rocco's resignation from the
MetalNRG Board, concerns had come to the attention of the MetalNRG
Board that Mr Rocco's interests in BritEnergy Holdings LLP had
potentially been or had become significant (with him having become
a "PSC according to records available at Companies House).
The precise timings of Mr Rocco and certain of his associated
entities and affiliates acquiring a level of ownership in
BritEnergy Holdings LLP that would occasion Mr Rocco to be a PSC of
BritEnergy Holdings LLP was and remains unclear, despite MetalNRG
having made numerous requests for clarification of the matter and
circumstances leading to the public disclosures.
In April 2020, MetalNRG entered into a transaction with
BritEnergy Holdings LLP to acquire additional shares in BritNRG
Limited and to become a 50% shareholder in that entity but with a
casting vote on the board (effectively giving MetalNRG control of
BritNRG Limited) (the "April 2020 Agreements").
This transaction has not completed as planned and previously
announced and MetalNRG's current equity holding in BritNRG Limited
remains a material and significant minority interest in that
entity. If at the time of the April 2020 Agreements with BritEnergy
Holdings LLP, Mr Rocco was interested in a 20% or greater ownership
stake of BritEnergy Holdings LLP, then the transaction would have
required shareholder approval at MetalNRG.
Mr Rocco's refusal thus far to answer direct questions put to
him about his relationship and interests (both direct and indirect)
in BritEnergy Holdings LLP at the material times have now led to
MetalNRG serving formal notice of recission of the April 2020
Agreements on BritEnergy Holdings LLP and to issue a formal letter
before action, against BritEnergy Holdings LLP and Mr Rocco,
seeking recovery of all payments made under the April 2020
Agreements, on the basis that they are voidable by MetalNRG for
lack of shareholder approval, such shareholder approval resulting
from a failure of Mr Rocco to make a proper and/or full disclosure
of interests.
In addition, MetalNRG has been served with notice by the vendor
of certain oil and gas assets in Lincolnshire to BritNRG Limited
that the vendor is demanding payment (for unpaid deferred
consideration allegedly owed to it by BritNRG Limited) under a
guarantee given by MetalNRG to support the obligations of BritNRG
Limited under the sale and purchase agreement for the oil and gas
assets. BritNRG Limited has, allegedly, refused to make the payment
when it was due on the basis that it has a warranty claim against
the vendor for sums in excess of the amount of the deferred
consideration due to the vendor.
MetalNRG has also informed the UK Oil & Gas Authority (the
"OGA") that, contrary to prior expectations, it has not become the
controller of BritNRG Limited and that control is with BritEnergy
Holdings LLP and, as a result, MetalNRG is seeking the discharge of
the parental guarantees given to the OGA for the regulatory
liabilities of BritNRG Limited.
Given the active dispute between MetalNRG, Mr Rocco and
BritEnergy Holdings LLP, and the issues that have arisen under the
guarantee to the vendor (each as outlined above) Rolf Gerritsen,
who was the designated director of MetalNRG on the board of BritNRG
Limited, has resigned from that role.
Rolf Gerritsen commented "These are an extremely unfortunate set
of circumstances which I will not be able to comment on until all
legal procedures are complete."
The information set out below is provided in accordance with the
requirements of Article 19(3) of the EU Market Abuse Regulation No
596/2014:
For the purposes of UK MAR, the person responsible for arranging
for the release of this announcement on behalf of the Company is
Rolf Gerritsen, Chief Executive Officer.
END
Contact details:
MetalNRG PLC
Rolf Gerritsen
Christopher Latilla-Campbell +44 (0) 20 7796 9060
Corporate Broker
PETERHOUSE CAPITAL LIMITED
Lucy Williams
Duncan Vasey +44 (0) 20 7469 0930
----------------------
Corporate Broker
SI CAPITAL LIMITED
Nick Emerson +44 (0) 1483 413500
----------------------
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