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 £1,000,000 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
£920,000 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 (£400,000) placed pursuant to existing
authorities granted to the Directors (“Unconditional Placing
Shares”) and a placing of 3,000,000,000 shares (£600,000)
(“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 the Unconditional Placing
Shares |
on or around 17th July
2018 |
Latest time and date for receipt of
Forms of Proxy for the Annual General
Meeting |
10 a.m. on 1st August
2018 |
Annual General
Meeting |
10 a.m. on
3rd August 2018 |
Completion of the Placing of the
conditional shares, conditional on passing AGM resolution |
9th August 2018 |
50:1 Share Consolidation,
conditional on passing AGM resolution |
10th August 2018 |
Commencement of dealings in the
Conditional Shares |
15th August 2018 |
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 (£5.00)).
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 Shares |
2,000,000,000 |
40,000,000 |
Unconditional enlarged |
11,662,162,387 |
233,243,247 |
Conditional Placing Shares |
3,000,000,000 |
60,000,000 |
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 ex
price |
Number |
Weighted avg ex
price |
Existing Options |
40,344,865 |
0.64p |
806,897 |
31.90p |
Existing Warrants |
1,368,731,078 |
0.09p |
27,374,622 |
4.73p |
Conditional warrants |
300,000,000 |
0.02p |
6,000,000 |
1.00p |
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 Gorringe |
Andalas Energy and Power Plc |
Tel: +62 21 2965 5800 |
Roland Cornish/ James Biddle |
Beaumont Cornish Limited
(Nominated Adviser) |
Tel: +44 20 7628 3396 |
Colin Rowbury
|
Novum Securities Limited
(Joint Broker) |
Tel: +44 207 399 9427 |
Christian Dennis |
Optiva Securities Limited
(Joint Broker) |
Tel: +44 20 3411 1881 |
Stefania Barbaglio |
Cassiopeia Services Ltd |
Stefania@cassiopeia-ltd.com |