TIDMEDL
RNS Number : 2709Q
Edenville Energy PLC
15 February 2019
15 February 2019
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF
THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL.
EDENVILLE ENERGY PLC
("Edenville" or the "Company")
Result of General Meeting & Open Offer
Edenville Energy Plc (AIM: EDL), the AIM quoted company
developing a coal project in southwest Tanzania, announces that at
the General Meeting of the Company held earlier today in London,
all resolutions put to shareholders were duly passed.
The votes were cast as follows in respect of Shareholders who
have appointed the Chairman of the General Meeting as their
proxy:
Resolution Votes % Discretionary % Votes % Votes
for votes against withheld
------------ ------------ ------ -------------- ---- ----------- ------ -----------
1 138,417,399 89.49 6,485,722 4.19 9,773,627 6.32 43,353,520
------------ ------------ ------ -------------- ---- ----------- ------ -----------
2 142,630,311 92.21 6,485,722 4.19 5,560,715 3.6 43,353,520
------------ ------------ ------ -------------- ---- ----------- ------ -----------
3 129,220,836 83.55 6,485,722 4.19 18,970,190 12.26 43,353,520
------------ ------------ ------ -------------- ---- ----------- ------ -----------
4 134,984,279 87.27 6,485,722 4.19 13,206,747 8.54 43,353,520
------------ ------------ ------ -------------- ---- ----------- ------ -----------
5 134,984,279 87.27 6,485,722 4.19 13,206,747 8.54 43,353,520
------------ ------------ ------ -------------- ---- ----------- ------ -----------
In addition, the Company announces the results of its Open Offer
to raise up to GBP619,099 which was announced on 30 January 2019
and closed for acceptances, in accordance with its terms, at 11.00
a.m. on 14 February 2019.
The Company announces that it has received valid acceptances and
excess applications from Qualifying Shareholders for a total of
52,015,192 Open Offer Shares pursuant to the terms of the Open
Offer. As a result, a total of 52,015,192 Open Offer Shares will be
issued to those Shareholders that participated in the Open Offer,
raising gross proceeds of approximately GBP62,418. In addition, the
Company has raised a further GBP15,000 following the issue of
12,500,000 Director Subscription Shares to Jeffrey Malaihollo, the
Company's Chairman (the "Director Subscription").
The net proceeds of the Open Offer and the Director Subscription
will provide the Company with additional working capital.
Directors' Participations in the Open Offer and Director
Subscription Shares
The Company confirms that Rufus Short, the Company's CEO,
subscribed for a total of 8,333,333 Open Offer Shares. In addition,
Jeffrey Malaihollo the Company's Chairman, who was not eligible to
apply for Open Offer Shares, has subscribed for 12,500,000 Director
Subscription Shares.
Following the admission of the Open Offer Shares, the Director
Subscription Shares and the Collateral Shares (see below) (together
the "New Ordinary Shares") to trading on AIM ("Admission"), the
holdings of the Directors in the enlarged issued share capital of
the Company will be as follows:
Director Number of Ordinary Number of Open Offer Holding following Percentage holding of
Shares currently held Shares or Director Admission Enlarged Share Capital
Subscription Shares
subscribed for
Rufus Short 3,333,428 8,333,333 11,666,761 0.71%
Jeffrey Malaihollo 0 12,500,000 12,500,000 0.76%
Arun Srivastava, the Company's Non-Executive Director, does not
currently hold any Ordinary Shares.
Collateral Shares
The Company will now issue 36,000,000 Ordinary Shares to Lind as
collateral for advancing funds pursuant to the terms of the Funding
Agreement between Lind and the Company (the "Collateral Shares").
Lind will subscribe for the Collateral Shares at their nominal
value of 0.02p per Ordinary Share. In addition, the options granted
to Lind on 5 November 2018 to acquire a further 99,568,966 Ordinary
Shares are now exercisable.
Provided all funds advanced to the Company have been repaid,
Lind is required to transfer the Collateral Shares back to the
Company after expiry of the term of the Funding Agreement. Lind may
however at any time elect to own the Collateral Shares outright by
paying the difference between the nominal value and the average
five-day VWAP chosen by Lind during the 20 consecutive Business
Days before making any such election.
Following the issue of the Collateral Shares and together with
the options held by Lind, Lind will own a total of 36,000,000
Ordinary Shares in the Company's enlarged issued share capital
along with 99,568,966 options over Ordinary Shares. Lind has also
advanced a loan to the Company which has a face value of US$900,000
and may be converted at any time by Lind into Ordinary Shares at a
conversion price of 0.29p per Ordinary Share.
Admission to Trading on AIM and Total Voting Rights
Application has been made for the 100,515,192 New Ordinary
Shares, which will rank pari passu with the Company's issued
Ordinary Shares, to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings in the New
Ordinary Shares will commence at 8.00 a.m. on 20 February 2019.
Following the issue of the New Ordinary Shares, the Company will
have 1,648,261,562 Ordinary Shares in issue. No Ordinary Shares are
held in treasury. The figure of 1,648,261,562 Ordinary Shares may
be used by the Company's shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules.
Capitalised terms used but not otherwise defined in this
announcement bear the meanings ascribed to them in the circular of
the Company dated 30 January 2019.
For further information please contact:
Edenville Energy Plc
Jeff Malaihollo - Chairman
Rufus Short - CEO +44 (0) 20 3934 6630
SP Angel Corporate Finance
LLP
(Nominated Adviser and Broker)
David Hignell
Jamie Spotswood
Abigail Wayne +44 (0) 20 3470 0470
IFC Advisory
(Financial PR and IR)
Tim Metcalfe
Graham Herring
Heather Armstrong +44 (0) 20 3934 6630
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Rufus Short
--------------------------------------- -----------------------------------
2 Reason for the notification
----------------------------------------------------------------------------
a) Position/status CEO
--------------------------------------- -----------------------------------
b) Initial notification Initial Notification
/Amendment
--------------------------------------- -----------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a) Name Edenville Energy plc
--------------------------------------- -----------------------------------
b) LEI 213800DBIRLNVAHNDU21
--------------------------------------- -----------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------------
a) Description of the Ordinary Shares of 0.02p each
financial instrument,
type of instrument
Identification code GB00BFMX4873
b) Nature of the transaction Participation in Open Offer
--------------------------------------- -----------------------------------
c) Price(s) and volume(s)
--------------- ---------------
Price(s) Volume(s)
--------------- ---------------
0.12p 8,333,333
--------------- ---------------
d) Aggregated information
n/a - single transaction
- Aggregated volume
- Price
e) Date of the transaction 15 February 2019
--------------------------------------- -----------------------------------
f) Place of the transaction Outside a trading venue
--------------------------------------- -----------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Jeffrey Malaihollo
-------------------------------------- -----------------------------------
2 Reason for the notification
---------------------------------------------------------------------------
a) Position/status Chairman
-------------------------------------- -----------------------------------
b) Initial notification Initial Notification
/Amendment
-------------------------------------- -----------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name Edenville Energy plc
-------------------------------------- -----------------------------------
b) LEI 213800DBIRLNVAHNDU21
-------------------------------------- -----------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
---------------------------------------------------------------------------
a) Description of the Ordinary Shares of 0.02p each
financial instrument,
type of instrument
Identification code GB00BD0S4T13
b) Nature of the transaction Direct Subscription
-------------------------------------- -----------------------------------
c) Price(s) and volume(s)
-------------- ----------------
Price(s) Volume(s)
-------------- ----------------
0.12p 12,500,000
-------------- ----------------
d) Aggregated information
n/a - single transaction
- Aggregated volume
- Price
e) Date of the transaction 15 February 2019
-------------------------------------- -----------------------------------
f) Place of the transaction Outside a trading venue
-------------------------------------- -----------------------------------
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.
END
ROMGGUAUPUPBGQA
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