TIDMANGS
RNS Number : 5731N
Angus Energy PLC
01 June 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
1 June 2022
Angus Energy Plc
("Angus Energy" or the "Company")
Holding in Company and
Completion of Acquisition of Saltfleetby Energy Limited
Further to RNS of 24 May, Forum Energy Services Limited
("Forum") was granted 91 million Initial Consideration Shares
representing approximately 4% of the Company's fully enlarged share
capital resulting from the series of transactions undertaken to
acquire Saltfleetby Energy Limited. These shares were specifically
not subject to any lock-up provisions and were disposed of by Forum
as part of a vendor acquisition placing arranged by the Company's
brokers as recorded in this TR-1, reproduced without amendment
below.
The Company notes that all other shares issued or to be issued
(subject to shareholder approval at General Meeting on 13 June) are
either subject to lock-up provisions detailed in that RNS or are,
the Company understands, intended to form part of a 21% strategic
stake taken by an investor group led by Aleph International
Holdings (UK) Limited ("Aleph").
The Company also confirms that following admission of the Forum
consideration shares on 27 May 2022 the acquisition of SEL
completed, thereby giving Angus a 100% interest in the Saltfleetby
Licence.
George Lucan, CEO, comments : "We are pleased to have completed
the acquisition of Saltfleetby Energy Limited. It is the Board's
view that the acquisition and associated share issuance, taken in
totality, will be highly accretive for Angus shareholders this year
and in the years following.
The acquisition of Saltfleetby Energy Limited approximately
doubles the value of Angus' interest in the Saltfleetby Licence to
approximately GBP50 million on the basis that the Competent Persons
Report of October 2021 ascribed a conservative GBP25.4 million P90
valuation to Angus' 51% interest in October after all associated
debt funding was taken into account.
Allowing for shareholder approval of the issue of all shares
contemplated by these transactions, but before warrant exercise,
this GBP50 million would represent a value per share for that
licence interest alone of 1.95 pence - without any value given to
Angus' other assets. Even should the Company's convertible loan
noteholder elect to convert the Company's Loan Note later this year
(see RNS 20 October 2021), that value per fully diluted share would
still be 1.85 pence.
As noted in our RNS of 24 May 2022, the October 2021 Competent
Persons Report used an average price per therm for gas of under 70
pence over the entire life of the eld whilst the Heren NBP forward
price for gas is presently trading at a level which is over double
that number out to 2025. In that regard we should note that over
70% of overall eld revenues are unhedged and the manifest benefits
of this acquisition should be reviewed accordingly."
For further information on the Company, please visit www.angusenergy.co.uk or contact:
Enquiries:
Angus Energy Plc www.angusenergy.co.uk
George Lucan Tel: +44 (0) 208 899 6380
Beaumont Cornish Limited (Nomad) www.beaumontcornish.com
James Biddle / Roland Cornish Tel: +44 (0) 207 628 3396
WH Ireland Limited (Broker)
Katy Mitchell / Harry Ansell Tel: +44 (0) 207 220 1666
Flagstaff PR/IR angus@flagstaffcomms.com
Tim Thompson / Fergus Mellon Tel: +44 (0) 207 129 1474
Aleph Commodities info@alephcommodities.com
About Angus Energy plc
Angus Energy plc is a UK AIM quoted independent onshore Energy
Transition company with a complementary portfolio of clean gas
development assets, onshore geothermal projects, and legacy oil
producing fields. Angus is focused on becoming a leading onshore UK
diversified clean energy and energy infrastructure company. Angus
Energy has a 100% interest in the Saltfleetby Gas Field (PEDL005),
has an 80% interest in conventional oil production fields at
Brockham (PL 235) and Lidsey (PL 241) and has a 25% interest in the
Balcombe Licence (PEDL244). Angus operates all the fields in which
it has a licence interest.
Disclaimers - this Announcement includes statements that are, or
may be deemed to be, "forward-looking statements". These
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should"
or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. They
appear in a number of places throughout this Announcement and
include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Company's prospects, growth and strategy. By
their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Company's actual performance, achievements and
financial condition may differ materially from those expressed or
implied by the forward-looking statements in this Announcement. In
addition, even if the Company's results of operations, performance,
achievements and financial condition are consistent with the
forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in
subsequent periods. Any forward-looking statements that the Company
makes in this Announcement speak only as of the date of such
statement and (other than in accordance with their legal or
regulatory obligations) neither the Company, nor the Bookrunner nor
Beaumont Cornish nor any of their respective associates, directors,
officers or advisers shall be obliged to update such statements.
Comparisons of results for current and any prior periods are not
intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as
historical data.
Beaumont Cornish Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser to the Company in relation to the matters
referred herein. Beaumont Cornish Limited is acting exclusively for
the Company and for no one else in relation to the matters
described in this announcement and is not advising any other person
and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Beaumont Cornish Limited, or for providing advice in relation to
the contents of this announcement or any matter referred to in
it.
TR-1: S tandard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and
to the FCA in Microsoft Word format if possible) (i)
1a. Identity of the issuer or the Angus Energy PLC
underlying issuer of existing shares
to which voting rights are attached
(ii) :
-------------------------------------------
1b. Please indicate if the issuer is a non-UK issuer (please mark with
an "X" if appropriate)
Non-UK issuer
----
2. Reason for the notification (please mark the appropriate box or boxes
with an "X")
An acquisition or disposal of voting rights X
----
An acquisition or disposal of financial instruments
----
An event changing the breakdown of voting rights
----
Other (please specify)(iii) :
----
3. Details of person subject to the notification obligation (iv)
Name Forum Energy Services Limited
City and country of registered office London, England
(if applicable)
4. Full name of shareholder(s) (if different from 3.) (v)
Name
-------------------------------------------
City and country of registered office
(if applicable)
-------------------------------------------
5. Date on which the threshold was 31/05/2022
crossed or reached (vi) :
-------------------------------------------
6. Date on which issuer notified 31/05/2022
(DD/MM/YYYY):
-------------------------------------------
7. Total positions of person(s) subject to the notification obligation
% of voting % of voting rights Total of both Total number
rights attached through financial in % (8.A + of voting rights
to shares (total instruments 8.B) of issuer (vii)
of 8. A) (total of 8.B
1 + 8.B 2)
------------------ --------------------- -------------- --------------------
Resulting situation
on the date
on which threshold
was crossed
or reached 23,91% N/A 23.91% 546,000,000
------------------ --------------------- -------------- --------------------
Position of
previous notification
(if
applicable) 27.89% N/A 27.89%
------------------ --------------------- -------------- --------------------
8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights % of voting rights
shares (ix)
ISIN code (if
possible)
Direct Indirect Direct Indirect
(Art 9 of Directive (Art 10 of Directive (Art 9 of Directive (Art 10 of Directive
2004/109/EC) 2004/109/EC) 2004/109/EC) (DTR5.1) 2004/109/EC)
(DTR5.1) (DTR5.2.1) (DTR5.2.1)
--------------------------
GB00BYWKC989 546,000,000 0 23.91% 0%
---------------------- -------------------------- ------------------------- ---------------------
SUBTOTAL 8.
A 546,000,000 23.91%
-------------------------------------------------- ------------------------------------------------
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC
(DTR5.3.1.1 (a))
Type of Expiration Exercise/ Number of voting % of voting
financial date Conversion Period rights that may rights
instrument (x) (xi) be acquired if
the instrument
is
exercised/converted.
----------- ------------------------------ -------------------------------- ---------------------
SUBTOTAL 8. B N/A
1
------------------------------ -------------------------------- ---------------------
B 2: Financial Instruments with similar economic effect according to
Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of Expiration Exercise/ Physical Number of % of voting
financial date (x) Conversion or cash voting rights rights
instrument Period (xi) settlement
(xii)
---------------- -------------------- -------------------- --------------------
SUBTOTAL N/A
8.B.2
-------------------- --------------------
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled X
by any natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer (xiii)
Full chain of controlled undertakings through which the voting rights
and/or the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (xiv) (please add additional
rows as necessary)
Name (xv) % of voting rights % of voting rights Total of both if
if it equals or through financial it equals or is
is higher than the instruments if it higher than the
notifiable threshold equals or is higher notifiable threshold
than the notifiable
threshold
---------------------- --------------------- ------------------------
10. In case of proxy voting, please identify:
Name of the proxy holder
-----------------------------------------------
The number and % of voting rights
held
-----------------------------------------------
The date until which the voting rights
will be held
-----------------------------------------------
11. Additional information (xvi)
Place of completion London England
Date of completion 31/05/2022
---------------
Annex: Notification of major holdings (to be filed with the FCA only)
A: Identity of the person subject to the notification obligation
Full name (including legal form for Forum Energy Services Limited
legal entities)
----------------------------------------
Contact address (registered office 3 Linkfield Road, Isleworth, Middlesex,
for legal entities) TW7 6QG, United Kingdom
----------------------------------------
E-Mail pforrest@forumenergy.com
----------------------------------------
Phone number / Fax number 07584 420498
----------------------------------------
Other useful information
(at least legal representative for
legal persons)
----------------------------------------
B: Identity of the notifier, if applicable
Full name Paul Forrest
----------------------------------------
Contact address 3 Linkfield Road, Isleworth, Middlesex,
TW7 6QG, United Kingdom
----------------------------------------
E-Mail pforrest@forumenergy.com
----------------------------------------
Phone number / Fax number 07584 420498
----------------------------------------
Other useful information (e.g. functional Director
relationship with the person or legal
entity subject to the notification
obligation)
----------------------------------------
C: Additional information
Please send the completed form together with this annex to the
FCA at the following email
address: Majorshareholdings@fca.org.uk . Please send in
Microsoft Word format if possible.
Notes
(i) Please note that national forms may vary due to specific
national legislation (Article 3(1a) of Directive 2004/109/EC) as
for instance the applicable thresholds or information regarding
capital holdings.
(ii) Full name of the legal entity and further specification of
the issuer or underlying issuer, provided it is reliable and
accurate (e.g. address, LEI, domestic number identity). Indicate in
the relevant section whether the issuer is a non UK issuer.
(iii) Other reason for the notification could be voluntary
notifications, changes of attribution of the nature of the holding
(e.g. expiring of financial instruments) or acting in concert.
(iv) This should be the full name of (a) the shareholder; (b)
the natural person or legal entity acquiring, disposing of or
exercising voting rights in the cases provided for in DTR5.2.1 (b)
to (h)/ Article 10 (b) to (h) of Directive 2004/109/EC; (c) all
parties to the agreement referred to in Article 10 (a) of Directive
2004/109/EC (DTR5.2.1 (a)) or (d) the holder of financial
instruments referred to in Article 13(1) of Directive 2004/109/EC
(DTR5.3.1).
As the disclosure of cases of acting in concert may vary due to
the specific circumstances (e.g. same or different total positions
of the parties, entering or exiting of acting in concert by a
single party) the standard form does not provide for a specific
method how to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h)
of Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the
following list is provided as indication of the persons who should
be mentioned:
- in the circumstances foreseen in letter (b) of Article 10 of
that Directive (DTR5.2.1 (b)), the natural person or legal entity
that acquires the voting rights and is entitled to exercise them
under the agreement and the natural person or legal entity who is
transferring temporarily for consideration the voting rights;
- in the circumstances foreseen in letter (c) of Article 10 of
that Directive (DTR5.2.1 (c)), the natural person or legal entity
holding the collateral, provided the person or entity controls the
voting rights and declares its intention of exercising them, and
natural person or legal entity lodging the collateral under these
conditions;
- in the circumstances foreseen in letter (d) of Article 10 of
that Directive (DTR5.2.1 (d)), the natural person or legal entity
who has a life interest in shares if that person or entity is
entitled to exercise the voting rights attached to the shares and
the natural person or legal entity who is disposing of the voting
rights when the life interest is created;
- in the circumstances foreseen in letter (e) of Article 10 of
that Directive (DTR5.2.1 (e)), the controlling natural person or
legal entity and, provided it has a notification duty at an
individual level under Article 9 (DTR 5.1), under letters (a) to
(d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under
a combination of any of those situations, the controlled
undertaking;
- in the circumstances foreseen in letter (f) of Article 10 of
that Directive (DTR5.2.1 (f)), the deposit taker of the shares, if
he can exercise the voting rights attached to the shares deposited
with him at his discretion, and the depositor of the shares
allowing the deposit taker to exercise the voting rights at his
discretion;
- in the circumstances foreseen in letter (g) of Article 10 of
that Directive (DTR5.2.1 (g)), the natural person or legal entity
that controls the voting rights;
- in the circumstances foreseen in letter (h) of Article 10 of
that Directive (DTR5.2.1 (h)), the proxy holder, if he can exercise
the voting rights at his discretion, and the shareholder who has
given his proxy to the proxy holder allowing the latter to exercise
the voting rights at his discretion (e.g. management
companies).
(v) Applicable in the cases provided for in Article 10 (b) to
(h) of Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should be
the full name of the shareholder who is the counterparty to the
natural person or legal entity referred to in Article 10 of that
Directive (DTR5.2) unless the percentage of voting rights held by
the shareholder is lower than the lowest notifiable threshold for
the disclosure of voting rights holdings in accordance with
national practices (e.g. identification of funds managed by
management companies).
(vi) The date on which threshold is crossed or reached should be
the date on which the acquisition or disposal took place or the
other reason triggered the notification obligation. For passive
crossings, the date when the corporate event took effect.
(vii) The total number of voting rights shall be composed of all
the shares, including depository receipts representing shares, to
which voting rights are attached even if the exercise thereof is
suspended.
(viii) If the holding has fallen below the lowest applicable
threshold in accordance with national law, please note that it
might not be necessary in accordance with national law to disclose
the extent of the holding, only that the new holding is below that
threshold.
(ix) In case of combined holdings of shares with voting rights
attached "direct holding" and voting rights "indirect holding",
please split the voting rights number and percentage into the
direct and indirect columns - if there is no combined holdings,
please leave the relevant box blank.
(x) Date of maturity/expiration of the financial instrument i.e.
the date when right to acquire shares ends.
(xi) If the financial instrument has such a period - please
specify this period - for example once every 3 months starting from
[date].
(xii) In case of cash settled instruments the number and
percentages of voting rights is to be presented on a delta-adjusted
basis (Article 13(1a) of Directive 2004/109/EC) (DTR 5.3.3.A).
(xiii) If the person subject to the notification obligation is
either controlled and/or does control another undertaking then the
second option applies.
(xiv) The full chain of controlled undertakings starting with
the ultimate controlling natural person or legal entity has to be
presented also in the cases, in which only on subsidiary level a
threshold is crossed or reached and the subsidiary undertaking
discloses the notification as only thus the markets get always the
full picture of the group holdings. In case of multiple chains
through which the voting rights and/or financial instruments are
effectively held the chains have to be presented chain by chain
leaving a row free between different chains (e.g.: A, B, C, free
row, A, B, D, free row, A, E, F etc.).
(xv) The names of controlled undertakings through which the
voting rights and/or financial instruments are effectively held
have to be presented irrespectively whether the controlled
undertakings cross or reach the lowest applicable threshold
themselves.
(xvi) Example: Correction of a previous notification.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQBFLFBLQLBBBE
(END) Dow Jones Newswires
June 01, 2022 06:08 ET (10:08 GMT)
Angus Energy (LSE:ANGS)
Historical Stock Chart
From Aug 2024 to Sep 2024
Angus Energy (LSE:ANGS)
Historical Stock Chart
From Sep 2023 to Sep 2024