TIDMAST
RNS Number : 4262F
Ascent Resources PLC
12 November 2015
Ascent Resources plc
("Ascent" or "the Company")
Proposed Placing of 70,350,000 New Ordinary Shares at 1.0 pence*
per share to raise GBP703,500
Amendment of Convertible Loan Note Instruments
Capital Reorganisation
and
Notice of General Meeting
Ascent is pleased to announce that is has conditionally raised
GBP703,500 (before expenses) by way of the proposed Placing of
70,350,000 New Ordinary shares at a price of 1.0 pence* per share.
The Company has also agreed a drawdown of an additional GBP296,500
from the Henderson Facility.
The Directors believe that this GBP1 million should allow the
Company to meet its short-term obligations and work towards its new
goal of achieving first gas within 12 months.
Highlights:
-- Advanced stage of discussions with new industry partners,
which, if completed, would allow the Company to produce and sell
gas from the Petišovci field without the need to construct a new
gas treatment facility which should significantly shorten the time
to first gas and materially reduce upfront capital costs
-- The Board expects to be in a position to enter into a binding
agreement with an industry partner by the end of Q1 2016, with
first gas revenue by the end of Q3 2016
-- The Slovenian Environment Minister has informed the Company
that she has rejected the appeals against the award in July 2015 of
the IPPC permit, required to construct a gas treatment facility.
Project partners are in discussions with the objectors to find ways
to address their concerns without the need for a court review of
the Minister's decision
-- An agreement reached with the holders of a majority of the
principal amounts outstanding pursuant to the Loan Notes to extend
the maturity date of the Loan Notes by one year and to rebase the
conversion price to the Issue Price
-- A capital reorganisation to reduce the nominal value of an
Ordinary Share from 0.1 pence to 0.01 pence and subsequently
consolidate the Ordinary Shares by a factor of 20 to increase the
nominal value to 0.2 pence per Ordinary Share
Having made a concerted effort over recent months to attract
investment into the Company and having held discussions with a
number of potential investors whose offers were less attractive
than those put forward by the Placees, the Directors believe that
they have secured the most favourable financing available to the
Company at the current time.
*Following the proposed Capital Reorganisation
Circular
A Circular will be posted to shareholders today, the purpose of
which is, amongst other things, is to outline the reasons for, and
to explain the terms of the Proposals and to explain why the Board
considers the Proposals (including the Resolutions) to be in the
best interests of the Company and Shareholders as a whole and why
the Directors recommend that you vote in favour of the Resolutions
at the General Meeting as they intend to do in respect of the
Ordinary Shares held by them. Extracts from the circular can be
found below and a full copy will be made available on the Company's
website www.ascentresources.com.uk shortly.
The General Meeting of the Company is to be held at 2.00 p.m. on
30 November 2015 at the offices of finnCap, 60 New Broad Street,
London, EC2M 1JJ, at which the Resolutions will be proposed.
Expected Timetable
2015
Announcement of the Proposals 12 November
Dispatch of the Circular 12 November
Latest time and date for receipt of Forms 2.00 p.m. on 26 November
of Proxy for the General Meeting
General Meeting 2.00 p.m. on 30 November
Announcement of result of General Meeting 30 November
Record date for Capital Reorganisation 5.00 p.m. on 30 November
New Ordinary Shares admitted to trading 8.00 a.m. on 1 December
on AIM and dealings in the New Ordinary
Shares commence and enablement in CREST
Despatch of definitive share certificates by 10 December
for New Ordinary Shares in certificated
form
References to time are to London time unless otherwise stated.
Save for the date of dispatch of this document, each of the times
and dates above are subject to change. Any such change will be
notified to Shareholders by an announcement on a Regulatory
Information Service.
Other
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the
Circular.
Enquiries:
Ascent Resources plc
Clive Carver, Chairman
Colin Hutchinson, Interim
CEO 0207 251 4905
finnCap Limited, Nominated
Adviser
Christopher Raggett
Emily Watts 0207 220 0500
IFC Advisory Ltd, Financial
PR and IR
Graham Herring
Tim Metcalfe
Heather Armstrong 0203 053 8671
The following has been extracted from the Circular which will be
sent to Shareholders today.
LETTER FROM THE CHAIRMAN OF THE COMPANY
1. Introduction
The Board of Ascent is pleased to announce that the Company is
in an advanced stage of discussions with new industry partners,
which, if completed, would allow the Company to produce and sell
gas from the Petišovci field without the need to construct a new
gas treatment facility. It is the opinion of the Ascent Board that
this should significantly shorten the time to first gas and
materially reduce upfront capital costs.
Based on progress to date, the Ascent Board expects to be in a
position to enter into a binding agreement with an industry partner
by the end of Q1 2016, with first gas revenue by the end of Q3
2016.
Additionally, the Board of Ascent is pleased to confirm that the
Slovenian Environment Minister has informed the Company that she
has rejected the appeals against the award in July 2015 of the IPPC
permit, required to construct a gas treatment facility. Our project
partners are in discussions with the objectors to find ways to
address their concerns without the need for a court review of the
Minister's decision.
The Board continues to view construction of the gas treatment
facility as the long-term solution for the project.
Conditional on shareholder approval, the Company has today
raised GBP703,500 by way of the proposed Placing of 70,350,000 New
Ordinary shares at a price of 1.0 pence, following the proposed
Capital Reorganisation. The Company has also agreed a drawdown of
an additional GBP296,500 from the Henderson Facility. The Directors
believe that this GBP1 million should allow the Company to meet its
short-term obligations and work towards its new goal of achieving
first gas within 12 months.
As part of the Proposals, the Company has agreed with the
holders of a majority of the principal amounts outstanding pursuant
to the Loan Notes to extend the maturity date of the Loan Notes by
one year, from 19 November 2015 to 19 November 2016 and it has
agreed to rebase the conversion price to the Issue Price.
The Company is also seeking shareholder approval for a capital
reorganisation to reduce the nominal value of an Ordinary Share
from 0.1 pence to 0.01 pence and subsequently consolidate the
Ordinary Shares by a factor of 20 to increase the nominal value to
0.2 pence per Ordinary Share.
The purpose of this letter is to outline the reasons for, and to
explain the terms of the Proposals and to explain why the Board
considers the Proposals (including the Resolutions) to be in the
best interests of the Company and Shareholders as a whole and why
the Directors recommend that you vote in favour of the Resolutions
at the General Meeting as they intend to do in respect of the
Ordinary Shares held by them.
Set out at the end of the Circular is a notice convening a
General Meeting of the Company to be held at 2.00 p.m. on 30
November 2015 at the offices of finnCap, 60 New Broad Street,
London, EC2M 1JJ, at which the Resolutions will be proposed.
2. The Petišovci project
Ascent has a 75% interest in the Petišovci gas field in
Slovenia, with its partner Geoenergo holding the remaining 25%
through a concession signed in 2002 with a 19.5 year term, which is
due for renewal in 2022. Ascent is liable for 100% of the financing
obligations for the project. In 2011, two wells were drilled and
flowed at commercial rates; however development has been delayed
due to the permitting issues described in further detail below.
EUR42 million has been spent to date on the development of the
field, which could supply a significant portion of Slovenia's
future gas requirements thereby reducing its dependency on imported
gas. The Board believes that Ascent's investment in the Petišovci
project is the largest UK investment in Slovenia and Ascent's share
of the project has an estimated NPV10 of EUR200 million.
In recognition of the key strategic importance of the project,
earlier this year the Slovenian government designated Nafta
Lendava, which holds an interest in the concession through its
shareholding in Geoenergo, as one of 21 important national
assets.
The preferred field development plan to date has been to install
a Gas Gathering and Separation Station ("GGSS") to reduce the
carbon dioxide content of the gas to meet national gas grid
specifications, upgrade a metering station at the entry point to
the national grid and connect the wells via the GGSS to the
metering station at an estimated combined capital cost of EUR13
million.
(MORE TO FOLLOW) Dow Jones Newswires
November 12, 2015 02:00 ET (07:00 GMT)
Under Directives adopted by all EU Governments, the installation
of the GGSS requires an IPPC Permit. The application was completed
in July 2014 and submitted to the Environmental Agency ("ARSO") for
approval. ARSO approved the permit in December 2014, subject to
public consultation, and in June 2015 announced that, following the
completion of this consultation, the Permit had been provisionally
awarded, subject to a statutory period for appeals. In August 2015,
the Company received formal notification that two non-government
organisations had lodged appeals, to which Ascent submitted its
responses in August 2015. The Slovenian Environment Minister
recently informed the Company that she had rejected the appeals
against the July 2015 award of the IPPC permit. The Company and its
partners are in discussions with the objectors in an attempt to
address their concerns and avoid a further appeal through the
courts.
Whilst the award of the permit is not guaranteed, based on legal
advice, the Board remains firmly of the view that the required IPPC
Permit will eventually be issued in final form. However, if the
matter has to be referred to the Slovenian courts then the final
outcome may not be known until sometime in 2016.
3. Alternative routes to first gas
The Company has identified two potential routes to market for
its gas which are independent of the ongoing IPPC permitting
process. Whilst neither route has been confirmed as viable and
whilst there are still obstacles to overcome, the Ascent Board
believes the Company now has a reasonable prospect of bringing its
gas to market within the next twelve months.
3.1 Methanol plant
Adjacent to the field is a methanol plant (the "Plant"), which
was previously operational in 2011 when it was owned by Nafta
Petrochem. The Plant was purchased at auction on 30 September 2015
for EUR5.6 million by United States Methanol Corporation ("USMC")
and completion of the sale is expected within three months. USMC, a
Californian based company, has stated publicly that it intends to
bring the Plant into operation and Ascent is in initial discussions
with a view to supplying its gas. This would not require new
processing facilities and could occur in advance of the IPPC
Permit.
Once the sale process has completed, the Plant will need to be
recommissioned, which is currently estimated to take approximately
six months. As soon as this has been achieved the Board understands
that the Plant could potentially take all of the Petišovci field's
production during Phase One (10 MMscfd). In order to produce gas
into the Plant, Ascent would need to recomplete and tie in the
existing wells and carry out some work on the pipelines, which is
estimated to cost approximately EUR3 million.
3.2 Outsourced processing
Ascent has recently identified a route from the Petišovci field
to a third party owned processing facility in a neighbouring
jurisdiction. The route is through a combination of existing
pipeline and a length of planned pipeline which is being
constructed by an unconnected third party. The existing pipeline
has not been operational for many years and will therefore require
some technical and legal work before it can be confirmed as viable.
The Company has been advised that this process will take an
estimated three months.
The Company is in an advanced stage of discussions with this new
partner, which, if resulting in agreement, would allow the Company
to produce and sell gas from the Petišovci field without the need
to construct a new gas treatment works. It is intended that the gas
will be transported along the existing and planned pipelines to the
third party owned facility where it could be processed to a
standard acceptable to the Slovenian national grid and returned for
sale. In the opinion of the Ascent Board, this would significantly
shorten the time to first gas, could potentially take 10 MMscfd of
the field's production and would require an investment of
approximately EUR3.2 million.
Based on progress to date, the Ascent Board hopes it will be in
a position to enter a binding agreement in respect of the above in
Q1 2016, with first revenue following by the end of Q3 2016.
3.3 Going forward
The Company continues to pursue all potential routes to market
for its gas with the priority being to identify which is the
quickest and most certain. The Company will progress its plans to
obtain the IPPC permit which the Board views as the long term
solution for the project. In the short term the Board believes that
methanol or outsourced processing provide good interim solutions,
with significantly shorter timelines to first gas, lower upfront
cash commitment and no reliance on government permits. This will
allow the Company to prove the significant potential of the field
prior to making the more substantial investment required for the
processing facilities at Petišovci.
4. Funding
To fund the Company whilst it pursues these opportunities, the
Company has conditionally raised GBP703,500 at 1.0 pence per share
by way of the Placing, arranged by PrimaryBid Limited, subject to
approval by Shareholders.
PrimaryBid Limited is a wholly owned subsidiary of Darwin
Strategic which is regulated and authorised by the Financial
Conduct Authority (FCA).
The Company has also agreed a drawdown of GBP296,500 under the
Henderson Facility. The Directors believe that this GBP1 million
should allow the Company to meet its short-term obligations and
work towards its new goal of achieving first gas within 12
months.
For the avoidance of doubt neither Darwin Strategic or
PrimaryBid are subscribing for Placing Shares in their own right
and there are no enduring arrangements between the Company and
Darwin Strategic.
5. Amendment of the Convertible Loan Note Instruments
The 2013 CLNs and 2014 CLNs are due to mature on 19 November
2015. On maturity, the 2013 CLNs and 2014 CLNs will either convert
into Ordinary Shares or be repaid.
The Company's ability to raise additional finance to repay the
2013 CLNs and 2014 CLNs in the absence of an IPPC permit and
project funding is extremely limited and, as such, the Company does
not have the cash resources available to it to repay the Loan Notes
by the maturity date. Henderson has indicated that it does not wish
to convert the Loan Notes it holds into Ordinary Shares.
Accordingly, the Company has agreed with the majority holder in
principal amount of the 2013 CLNs and 2014 CLNs amendments to amend
the 2013 Convertible Loan Note Instrument and the 2014 Convertible
Loan Note Instrument (the "Second Supplemental Loan Note
Instruments"), as follows:
-- the 2013 Convertible Loan Note Instrument and 2014
Convertible Loan Note Instrument have been amended to provide a
maturity date of either 19 November 2016, or, if earlier, the
occurrence of a Liquidity Event; and
-- the 2013 CLNs and 2014 CLNs now have an effective conversion
price equivalent to the Issue Price such that the holders of 2013
CLNs and 2014 CLNs (assuming full draw-down of the Loan Notes and
assuming all Loan Note holders convert) will on conversion hold
some 88.7 per cent. of the enlarged share capital of the Company on
a fully diluted basis (including Deferred Shares).
Henderson has confirmed that it will not convert the Loan Notes
held by it in such amounts as would cause its holding of voting
rights in the Company to equal or exceed 30%.
Shareholders should note that, unlike the previous position in
relation to the 2013 CLNs and 2014 CLNs, conversion of the 2013
CLNs and 2014 CLNs following the amendments described above will
not be subject to a waiver of the provisions of Rule 9 on the City
Code on Takeovers and Mergers. Accordingly, if Henderson or any
other holders of the 2013 CLNs or the 2014 CLNs exercise their
right of conversion and they hold equal to or more than 30 per
cent. of the total voting rights in the Company, such holder will
be required to make a mandatory bid for the remaining ordinary
shares in the capital of the Company not held by them in accordance
with the City Code on Takeovers and Mergers.
Henderson holds 95 per cent. of the 2013 CLNs and 66 per cent.
of the 2014 CLNs and have approved the amendments to the 2013 CLNs
and 2014 CLNs described above. The other holders of 2013 CLNs and
2014 CLNs are accordingly now subject to the same changes and, as
such, other holders of 2013 CLNs and 2014 CLNs are no longer able
to seek repayment of the 2013 CLNs or 2014 CLNs held by them until
the new maturity date described above.
6. Working capital
The Company has to date been reliant on the continued support of
its shareholder Henderson Global Investors ("Henderson") through
the GBP7,000,000 loan facility entered into in May this year, which
the Company can draw down only at Henderson's discretion.
As previously announced the Company has made significant
reductions in its operating expenses through headcount reductions
and efficiency savings.
Until the Company has established a clear route to first gas,
the Company is limited in its ability to raise additional capital
to develop the Petišovci asset.
Therefore, the proceeds from the Placing and the draw-down on
the Henderson facility, together totalling GBP1 million, both
conditional on the passing of the Resolutions, are expected to be
sufficient to cover existing amounts due to our Petišovci partners
(estimated at approximately EUR0.7 million) and to fund the reduced
operating costs of the Company until Q1 2016, when further funding
will be required to achieve first gas, once the route to first gas
is formally confirmed.
In addition, as detailed in paragraph 5 above, the Company has
been given an assurance by Henderson that the Loan Notes held by it
will not be called for payment until 19 November 2016, or, if
earlier, the occurrence of a Liquidity Event.
(MORE TO FOLLOW) Dow Jones Newswires
November 12, 2015 02:00 ET (07:00 GMT)
Shareholders are advised that in the event that the Proposals
are not implemented the Company may have insufficient working
capital to continue trading in the near term.
7. Capital Reorganisation
Prior to the proposed Capital Reorganisation, the Issue Price
would have been less than the current nominal value of an Ordinary
Share and, under the Act, a company cannot issue shares at a price
below their nominal value.
The Directors propose, therefore, subject to the passing of
Resolutions 1 and 2, that the Company effects the Capital
Reorganisation on the basis that:
(a) the Existing Ordinary Shares of 0.1 pence each will be
subdivided into:
i. one Redenominated Ordinary Share (being an ordinary share in
the capital of the Company with a nominal value of 0.01 pence);
ii. one Deferred Share (being a deferred share in the capital of
the Company with a nominal value of 0.09 pence); and
(b) the Redenominated Ordinary Shares of 0.01 pence each
(resulting from the subdivision referred to in paragraph (a) above)
be will consolidated into new ordinary shares of 0.2 pence each
(the "New Ordinary Shares") on the basis of one ordinary share for
every 20 ordinary shares of 0.01 pence each.
Where the Capital Reorganisation results in any Shareholder
being entitled to a fraction of a New Ordinary Share, such fraction
shall be aggregated and the Directors intend to sell (or appoint
another person to sell) such aggregated fractions in the market and
retain the net proceeds for the benefit of the Company.
The Deferred Shares will not be admitted to trading on AIM (or
any other investment exchange). The Deferred Shares will have
limited rights, and will be subject to the restrictions, as set out
in the Company's New Articles, proposed to be adopted at the
General Meeting, and as summarised below.
The Deferred Shares will not be transferable. The holders of the
Deferred Shares shall not, by virtue or in respect of their
holdings of Deferred Shares, have the right to receive notice of
any general meeting of the Company or the right to attend, speak or
vote at any such general meeting.
The Deferred Shares will not entitle their holders to receive
any dividend or other distribution. The Deferred Shares will on a
return of assets in a winding up entitle the holder only to the
repayment of GBP1.00 for the entire class of Deferred Shares after
repayment of the capital paid up on the New Ordinary Shares plus
the payment of GBP10,000,000 per New Ordinary Share.
The Company will have irrevocable authority at any time to
appoint any person to execute on behalf of the holders of the
Deferred Shares a transfer thereof and/or an agreement to the
transfer of the same to such person as the Company may determine or
as the Company determines as custodian thereof, without making any
payment to the holders thereof, and/or consent to cancel the same
(in accordance with the provisions of the Act) without making any
payment to or obtaining the sanction of the holders thereof. The
Company may, at its option at any time, purchase all or any of the
Deferred Shares then in issue, at a price not exceeding GBP1.00 for
each aggregate holding of Deferred Shares so purchased. The
Directors consider the Deferred Shares, so created, to be of no
economic value.
The Articles have been amended, inter alia, to reflect the
creation of the Deferred Shares and to set out the rights attaching
to them and, accordingly, Resolution 9 in the notice of General
Meeting seeks approval to adopt the New Articles of the Company
reflecting, inter alia, these changes.
No share certificates will be in issued in respect of the
Deferred Shares. Existing share certificates will remain valid for
the Redenominated Ordinary Shares.
The New Ordinary Shares will be freely transferable and
application will be made for the New Ordinary Shares to be admitted
to trading on AIM. The record date for the Capital Reorganisation
is 5.00 p.m. on 30 November 2015, unless otherwise agreed by the
Board.
The rights attaching to the New Ordinary Shares will be
identical in all respects to those of the Existing Ordinary
Shares.
One consequence of the Capital Reorganisation is that
Shareholders holding fewer than 20 Existing Ordinary Shares will
receive no New Ordinary Shares, they will, however, receive
Deferred Shares.
8. Related Party Transactions
8.1. Placing Commission
PrimaryBid is a trading name of PrimaryBid Limited which is
wholly owned by Darwin Strategic Limited which is regulated and
authorised by the FCA.
Pursuant to the Placing, the Company will pay to PrimaryBid
Limited a commission of 4.5 per cent. of the gross proceeds of the
Placing (the "Commission"). PrimaryBid is acting as a broker for
this transaction.
Darwin Strategic is an investment held by funds managed by
Henderson. Funds managed by Henderson are themselves substantial
shareholders in Ascent, holding in aggregate 10.7 per cent. of the
voting rights of the Company and as such are considered to be a
related party of the Company for the purpose of the AIM Rules.
Darwin Strategic is therefore also a related party of the Company
for the purpose of the AIM Rules. The payment of the Commission to
Darwin Strategic therefore constitutes a related party transaction
pursuant to AIM Rule 13. The Independent Directors of the Company,
having consulted with the Company's nominated adviser, finnCap,
consider that the terms of the payment of the Commission to
PrimaryBid are fair and reasonable insofar as the Company's
shareholders are concerned.
8.2. Second Supplemental Loan Note Instruments
The approval by Henderson as a substantial shareholder of the
Company of the amendments contained in the Second Supplemental Loan
Note Instruments by Henderson, constitutes a related party
transaction for the purposes of AIM Rule 13.
The Independent Directors, having consulted with the Company's
nominated adviser, finnCap, consider that the amended Loan Note
Instruments are fair and reasonable insofar as the Company's
shareholders are concerned.
9. Settlement and dealings
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that such Admission will become effective in accordance
with Rule 6 of the AIM Rules and that dealings will commence at
8.00 a.m. on 1 December 2015.
10. General Meeting
Set out at the end of the Circular is a notice convening a
General Meeting of the Company to be held at 2.00p.m. on 30
November 2015 at the offices of finnCap, 60 New Broad Street,
London, EC2M 1JJ, at which the Resolutions will be proposed.
The Resolutions:
(a) approve the subdivision of the entire issued share capital
of the Company into redenominated ordinary shares and deferred
shares;
(b) approve the consolidation of the redenominated ordinary
shares;
(c) grant authority to the Directors under section 551 of the
Act, to allot relevant securities in relation to the issue of the
Placing Shares;
(d) grant authority to the Directors under section 551 of the
Act, to allot relevant securities in relation to the conversion of
the Loan Notes;
(e) grant authority to the Directors under section 551 of the
Act, to allot relevant securities in relation to the issue of
equity securities up to an aggregate nominal amount of
GBP600,000;
(f) empower the Directors, pursuant to section 570 of the Act,
to dis-apply the statutory pre-emption rights in relation to the
allotment of equity securities to allow the issue of the Placing
Shares;
(g) empower the Directors, pursuant to section 570 of the Act,
to dis-apply the statutory pre-emption rights in relation to the
allotment of equity securities to allow the conversion of the Loan
Notes;
(h) empower the Directors, pursuant to section 570 of the Act,
to dis-apply the statutory pre-emption rights in relation to the
allotment of equity securities up to an aggregate nominal amount of
GBP600,000;
(i) approve the adoptions of the New Articles.
11. Action to be taken in respect of the General Meeting
Please check that you have received the following with the
Circular:
-- a Form of Proxy for use in respect of the General Meeting; and
-- a reply-paid envelope for use in connection with the return
of the Form of Proxy (in the UK only).
Whether or not you propose to attend the General Meeting in
person, you are strongly encouraged to complete, sign and return
your Form of Proxy in accordance with the instructions printed
thereon as soon as possible, but in any event so as to be received,
by post at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol, BS99 6ZY or, during normal business hours
only, by hand, at Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol, BS13 8AE by no later than 2.00
p.m. on 26 November 2015 (or, in the case of an adjournment of the
General Meeting, not later than 48 hours before the time fixed for
the holding of the adjourned meeting).
This will enable your vote to be counted at the General Meeting
in the event of your absence. The completion and return of the Form
of Proxy will not prevent you from attending and voting at the
General Meeting, or any adjournment thereof.
12. Recommendation
Having made a concerted effort over recent months to attract
investment into the Company and having held discussions with a
number of potential investors whose offers were less attractive
than those put forward by the Placees, the Directors believe that
they have secured the most favourable financing available to the
Company at the current time.
The Directors intend to vote in favour of the Resolutions in
respect of their aggregate shareholdings of 269,500 Ordinary Shares
representing approximately 0.2 per cent. of the Company's Existing
Issued Share Capital.
(MORE TO FOLLOW) Dow Jones Newswires
November 12, 2015 02:00 ET (07:00 GMT)
ADMISSION STATISTICS
Issue Price per New Ordinary Share under the Placing 1.0 pence
(post Capital Reorganisation)
Number of Existing Ordinary Shares in issue 1,737,110,763
Number of ordinary shares of 0.01 pence post Subdivision
pre-Consolidation(1) 1,737,110,763
Number of Deferred Shares of 0.09 pence post Subdivision(1) 1,737,110,763
Number of New Ordinary Shares of 0.2 pence post
Consolidation(1) 86,855,538
Total amount outstanding on 2013 CLNs including GBP5,825,819
accrued interest
Total amount outstanding on 2014 CLNs including GBP6,226,870
accrued interest
Number of Placing Shares 70,350,000
Additional draw down under the Henderson Facility GBP296,500
(4)
Maximum number of New Ordinary Shares in issue
immediately following Admission(2),(3) 157,205,538
Market capitalisation of the Company at Admission GBP1,572,055
at the Issue Price(2),(3)
Maximum percentage of enlarged issued share capital
represented by the Placing Shares immediately following
Admission(2),(3) 44.8%
Maximum gross proceeds receivable by the Company GBP703,500
under the Placing(2)
Estimated maximum net proceeds receivable by the GBP671,843
Company under the Placing(2)
Ordinary Share ISIN pre General Meeting GB00B03W6Y84
Ordinary Share SEDOL pre General Meeting B03W6Y8
New Ordinary Share ISIN post General Meeting GB00BZ16J374
New Ordinary Share SEDOL post General Meeting BZ16J37
AIM TIDM AST
Notes:
1. Assuming the Resolutions are passed at the General Meeting
2. Assuming all of the Placing Shares are issued under the Placing.
3. Excluding Loan Notes
4. The Placing is conditional on the total of the Placing plus
draw-downs under the Henderson facility totalling GBP1 million.
This includes GBP100,000 advanced on 3 November 2015
DEFINITIONS
"2013 CLNs" or "2013 Convertible the 4,948,708 convertible loan
Loan Notes" notes of GBP1 each on which
interest of GBP877,111 had accrued
to 31 January 2014 which are
convertible into 1,000 Ordinary
Shares or repayable on 19 November
2015, and were issued on the
terms of the 2013 Convertible
Loan Note Instrument and which
include the Incentive Loan Notes
"2013 Convertible Loan Note the convertible loan note instrument
Instrument" dated 23 December 2012 pursuant
to which the 2013 Convertible
Loan Notes were originally constituted
"2014 CLNs" or "2014 Convertible the 6,038,240 convertible loan
Loan Notes" notes of GBP1 each on which
GBP188,630 interest had accrued
to 23 December 2014 which are
convertible into 1,000 Ordinary
Shares or are repayable on 19
November 2015 and which include
the GBP2,038,241 loan notes
issued to EnQuest PLC under
the terms of the debt conversion
agreed on 7 July 2015
"2014 Convertible Loan Note the convertible loan note instrument
Instrument" dated 3 February 2014 pursuant
to which the 2014 Convertible
Loan Notes were originally constituted
"Act" the Companies Act 2006, as amended
from time to time
"Admission" admission of the Placing Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"AIM" the market of that name operated
by the London Stock Exchange
"AIM Rules" the AIM rules for Companies
published by the London Stock
Exchange from time to time
"Articles" the articles of association
of the Company prior to the
Capital Reorganisation
"Capital Reorganisation" together, the Subdivision and
the Consolidation
"certificated form" or "in certificated an ordinary share recorded on
form" a company's share register as
being held in certificated form
(namely, not in CREST)
"Circular" the Circular containing information
about the Proposals and the
General Meeting
"Closing Price" the closing middle market quotation
of a share as derived from the
AIM Appendix to the Daily Official
List of the London Stock Exchange
"Company" or "Ascent" Ascent Resources plc
"Computershare" Computershare Investor Services
PLC
"Consolidation" following the Subdivision, the
consolidation of every 20 Redenominated
Ordinary Shares into one New
Ordinary Share
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001) in respect
of which Euroclear is the operator
(as defined in those regulations)
"CREST Manual" the rules governing the operation
of CREST, consisting of the
CREST Reference Manual, Crest
International Manual, CREST
Central Counterparty Service
Manual, CREST Rules, Registrars
Service Standards, Settlement
Discipline rules, CREST Courier
and Sorting Services Manual,
Daily Timetable, CREST Application
Procedures and CREST Glossary
of Terms (all as defined in
the CREST Glossary of Terms
promulgated by Euroclear on
15 July 1996, as amended) as
published by Euroclear
"Darwin Strategic" Darwin Strategic Limited, a
company regulated and authorised
by the FCA
"Deferred Shares" the deferred shares of 0.09
pence each in the capital of
the Company immediately following
the Subdivision, having the
rights set out in the New Articles
"Directors" or "Board" the directors of the Company
as at the date of the Circular
whose names and functions are
set out on page 9 of the Circular,
or any duly authorised committee
thereof
"Euroclear" Euroclear UK & Ireland Limited
"EU" the European Union
"Existing Ordinary Shares" the Ordinary Shares in issue
at the date of the Circular
"Existing Issued Share Capital" 1,737,110,763 Ordinary Shares
"FCA" the UK Financial Conduct Authority
"finnCap" finnCap Ltd, the Company's nominated
adviser and broker
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