TIDMEDL
RNS Number : 3643X
Edenville Energy PLC
29 April 2019
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014. Market soundings, as
defined in MAR, were taken in respect of the Placing with the
result that certain persons became aware of inside information, as
permitted by MAR. That inside information is set out in this
announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of MAR. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of inside information relating to the
Company and its securities.
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RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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.
29 April 2019
EDENVILLE ENERGY PLC
("Edenville" or the "Company" or the "Group")
Firm Placing and Conditional Placing to raise GBP510,000
Conditional Issue of Director Salary Shares
Notice of General Meeting
Appointment of Joint Broker
Edenville Energy Plc (AIM: EDL), the AIM quoted company
developing a coal project in southwest Tanzania, today announces
that it has raised a total of GBP100,000 (before expenses) by means
of a Firm Placing of 500,000,000 new ordinary shares of 0.02 pence
each in the capital of the Company ("Ordinary Shares") at 0.02
pence per Ordinary Share and has further conditionally raised a
total of GBP410,000 (before expenses) by means of a Conditional
Placing of 2,050,000,000 new Ordinary Shares at 0.02 pence per
Ordinary Share (together the "Placing").
The net proceeds of the Placing will provide the Company with
additional working capital and to specifically increase the
available Run of Mine ("ROM") coal for processing through the
opening up of the Company's northern pit area at the Rukwa Coal
Project in Tanzania (the "Project").
The Placing has been undertaken by Brandon Hill Capital and
Brandon Hill Capital has also been appointed as the Company's Joint
Broker with immediate effect.
A Circular setting out full details of the Conditional Placing
(the "Circular") will today be posted to Shareholders. The Circular
contains a notice of General Meeting ("GM") of the Company to be
held at the offices of Womble Bond Dickinson (UK) LLP, 4 More
London Riverside, London, SE1 2AU at 11.00 am on 17 May 2019. The
purpose of the GM is to grant the Board the authority to allot
Ordinary Shares in order to proceed with the Conditional Placing
and to issue and allot a total of 213,980,200 Ordinary Shares in
lieu of unpaid salaries to certain Directors (the "Director Salary
Shares").
A copy of the Circular will shortly be available from the
Company's website at www.edenville-energy.com.
Dr Jeffrey Malaihollo, Non-Executive Chairman, commented:
"Following the low level of take up in the Open Offer to
shareholders conducted in February 2019 at 0.12p per share, the
Company was forced to place operations at its Rukwa coal project on
a limited production profile to conserve capital.
"Edenville is pleased to confirm that it has now been able to
recapitalise the Company through the proposed Placing, whilst also
bringing on two cornerstone shareholders as part of this financing
round. Accordingly, subject to shareholder approval of the
Conditional Placing, the proposed financing of GBP510,000, coupled
with the reduction of salaries by the Board and other cost-saving
measures, the Company now expects to have sufficient capital to
enable a return to full operations. Moreover, Edenville also
expects to be able to benefit for the first time from the
additional investment in plant and equipment that was made in H2
2018, whilst also opening up the new northern mining area at the
Project, which should collectively lead to a further increase in
production levels.
"During 2019, the Company has also continued its marketing
efforts to identify new customers for both its washed coal and fine
coal, as well as maintaining existing relationships. Accordingly,
with this funding, the Directors expect the Company to be in a
position to boost both production and subsequent sales, thereby
placing the Project in a position where it is initially
self-sustaining, before turning cashflow positive during the next
twelve months.
"Whilst we acknowledge existing shareholders' frustration at the
operational performance to date, which has significantly damaged
the share price, we do believe upon the closing of this financing
the Company will finally be in a position to move towards
profitability. I therefore strongly encourage our Shareholders to
read the Circular and vote in favour of the Resolutions."
First Admission and Total Voting Rights
Application for the admission to trading on AIM of the Firm
Placing Shares on AIM will be made to the London Stock Exchange
("First Admission") and First Admission is expected to become
effective at 8am on or around 2 May 2019.
Following First Admission, the issued share capital of the
Company will be 2,148,261,562 Ordinary Shares. The Firm Placing
Shares will rank pari passu with the existing Ordinary Shares. In
accordance with the Financial Conduct Authority's Disclosure and
Transparency Rules, the Company hereby announces that, following
First Admission, it has 2,148,261,562 Ordinary Shares, each share
carrying the right to one vote. The Company does not hold any
Ordinary Shares in treasury. The above figure of 2,148,261,562
Ordinary Shares may 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 to their
interest in, the share capital of the Company under the Financial
Conduct Authority's Disclosure and Transparency Rules.
Capitalised terms used but not otherwise defined in this
announcement bear the meanings ascribed to them in the
Circular.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication and posting of the 29 April 2019
Circular
First Admission and dealings 8.00 a.m. on 2 May 2019
in the Firm Placing Shares expected
to commence on AIM
--------------------------
Latest time and date for receipt 11.00 a.m. on 15 May 2019
of electronic votes to be valid
at the General Meeting
--------------------------
General Meeting 11.00 a.m. on 17 May 2019
--------------------------
Second Admission and dealings 8.00 a.m. on 20 May 2019
in the Conditional Placing Shares
expected to commence on AIM
--------------------------
INTRODUCTION
Completion of the Conditional Placing and the other proposals
are subject to shareholders approving certain Resolutions being put
to the General Meeting. The Directors are seeking authority from
Shareholders to allot the Conditional Placing Shares and Director
Salary Shares on a non-pre-emptive basis.
Current Operations
The Company's key focus is on the ongoing development and
expansion of the Project. On 1 April 2018 the Company announced
that recent progress at the Project had been limited as a result of
working capital constraints, further described below.
Coal Production and Sales
ROM Coal
As announced on 1 April 2019, between 1 January 2019 and 26
March 2019, the Company processed approximately 17,760 tonnes of
Run of Mine ("ROM") coal, producing approximately 3,116 tonnes of
washed coal to customer specifications and approximately 7,992
tonnes of fine coal. In Q1 2019, approximately 3,510 tonnes of coal
were sold and shipped, the majority being washed coal. These
production numbers are currently unaudited and may be subject to
small variations upon plant and mine reconciliation.
Given the Company's current working capital constraints, whilst
allowing some supply to continue to long term customers, from the
start of April 2019 the operation has limited production to
conserve consumables as much as possible. All mining operations
have been scaled back whilst allowing the plant to continue
operating. Access to the additional capital from the Firm Placing
and the Conditional Placing will allow the Company to open up the
new northern mining area at the Project and increase production
levels.
Fine Coal
In addition to the ROM coal that is supplied to the plant, the
Company has stockpiles of unprocessed ROM coal, part processed coal
and fine coal.
Limited quantities of fine coal are currently being sold from
the approximately 40,000 tonne fine coal stock pile the Company has
at the Project site. The sale of fine coal will provide an
additional income stream for the Company and several customers are
taking regular shipments.
As announced on 1 April 2019, the Company recently received an
order for 1,000 tonnes of fine coal and the Company will commence
shipments to this customer upon receipt of payment for this order.
The Board anticipate that successful completion of this order will
be followed up with a continuing regular monthly order for between
5,000 and 10,000 tonnes per month. Discussions with this customer
remain ongoing and detailed planning on logistics and transport
have been completed. Although no assurances can be given, the
Directors remain confident that an appropriate contract for this
fine coal can be finalised in due course.
Plant Upgrades
The recent plant upgrades at the Project are all now
operational. The Lamella water treatment plant has been operating
since January 2019 and is providing clean recycled water for the
main wash plant. The prescreen has been fully operational since the
end of January 2019 and separates out fines and large size material
prior to the coal reaching the main plant. These units are
currently performing as planned.
Due to constrained working capital, the supply of consumables
such as fuel and magnetite have been adversely affected, resulting
in falling production rates over Q1 2019.
Annual Results for the year ended 31 December 2018
The Company intends to publish its annual financial results for
the year ended 31 December 2018 in early June 2019.
Background to and Reasons for the Placing
On 15 February 2019 the Company announced that it had raised
gross proceeds of GBP62,418 from an open offer to existing
shareholders priced at 0.12p per Ordinary Share (the "Open Offer"),
coupled with a further GBP15,000 that was raised following a
subscription for Ordinary Shares by Jeffrey Malaihollo, the
Company's Chairman.
The Open Offer sought to raise gross proceeds of up to
GBP619,099 to strengthen the Company's balance sheet and to
progress the Company's operations at the Project, one task being to
increase the available ROM coal for processing through the opening
up of the Company's northern pit area.
Given the low level of take up from the Open Offer, progress at
the Project has been limited in recent weeks and the Company's
operations have been constrained due to cost cutting measures
implemented by the Directors to preserve working capital. As a
result, and despite having the requisite approvals, the Company has
as yet been unable to expand its operations or increase mining
capacity by opening up the northern mining area.
Following on from the Open Offer, the Group has undertaken the
Placing to fund the Company's ongoing operations at the Project and
to cover other general working capital needs during the course of
2019.
Use of Proceeds
The net proceeds of the Placing, which are estimated to be
GBP454,200, will be used as follows:
-- to expand the existing mining operations at the Company's
Rukwa Project, specifically the opening up of the northern mining
area; and
-- to provide additional working capital primarily to allow the
Project to increase plant throughput and generate additional sales
of washed coal.
Current Prospects and Outlook
The most important near-term milestone for the Group will be to
open the northern mining area at the Project and increase the
production of washed coal. Edenville also expects to be able to
benefit for the first time from the additional investment in plant
and equipment that was made in H2 2018.
During 2019, the Company has continued its marketing efforts to
identify new customers for both its washed coal and fine coal, as
well as maintaining existing relationships. Accordingly, following
completion of the Placing, the Directors expect the Company to be
in a position to boost both production and subsequent sales,
thereby placing the Project in a position where it is initially
self-sustaining, before turning cashflow positive during the next
twelve months.
In addition, as a result of the Company's previously anticipated
coal to power generation plans being on hold, the Company is also
looking at ways to upgrade the fine coal to a product that will
have more commercial value and appeal. Further beneficiation and /
or briquetting are two options that are being considered.
Details of the Placing
The Company has raised GBP100,000 before expenses, by way of the
Firm Placing through Brandon Hill Capital to new and existing
investors of 500,000,000 Firm Placing Shares. Application has been
made for the Firm Placing Shares to be admitted to trading on AIM,
with First Admission expected to take place on 2 May 2019.
The Company has also conditionally raised GBP410,000 before
expenses, by way of the Conditional Placing to new and existing
investors of 2,050,000,000 Placing Shares through Brandon Hill
Capital. The Placing Price represents a discount of 21.6 per cent.
to the Company's closing mid-price on 26 April 2019.
The Directors do not currently have the authority to allot and
issue the Conditional Placing Shares, so completion of the
Conditional Placing will be subject to the Company's shareholders
approving Resolutions 1 and 4 to increase the Directors' authority
to allot new Ordinary Shares, and to disapply statutory pre-emption
rights in respect of the allotment of such new Ordinary Shares, at
the General Meeting.
Assuming that Resolutions 1 and 4 are passed at the General
Meeting, it is expected that the Second Admission of the
2,050,000,000 Conditional Placing Shares will take place on 20 May
2019 following the General Meeting.
Assuming the issue of all of the Placing Shares, the Placing
Shares will represent approximately 57.8 per cent. of the Enlarged
Share Capital.
The Placing Shares will, rank in full for all dividends and
distributions declared, made or paid in respect of the issued
Ordinary Share capital of the Company and otherwise rank pari passu
in all other respects with the Existing Ordinary Shares.
The Placing Shares are not being made available to the public
and none of the Placing Shares are being offered or sold in any
jurisdiction where it would be unlawful to do so, including
Australia, Canada, Japan, the Republic of Ireland, the Republic of
South Africa or the United States. As noted above, the Placing
Shares have not been, and will not be, registered under the
Securities Act or under the securities laws of any state of the
United States or qualify for distribution under any of the relevant
securities laws of Australia, Canada, Japan, the Republic of
Ireland or the Republic of South Africa.
The Placing and the Placing Agreement
In connection with the Placing, on 28 April 2019 the Company
entered into the Placing Agreement pursuant to which Brandon Hill
Capital has agreed to act as agent for the Company and use its
reasonable endeavours to place the Placing Shares with certain new
and existing institutional investors. The Conditional Placing is
conditional, among other things, upon: (i) the passing of the
Resolutions; (ii) First Admission of the Firm Placing Shares
occurring not later than 3 May 2019; and (iii) Second Admission of
the Conditional Placing Shares occurring as soon as practicable
following the General Meeting or by such later time and/or date as
Brandon Hill and the Company may agree but not later than 8.00 am
on the Long Stop Date.
The Placing Agreement contains customary warranties from the
Company in favour of Brandon Hill in relation to (amongst other
things) the accuracy of the information in this Document and other
matters relating to the Company and its business. In addition, the
Company has agreed to indemnify Brandon Hill in relation to certain
liabilities it may incur in undertaking the Placing. Brandon Hill
has the right to terminate the Placing Agreement in certain
circumstances prior to Second Admission. In particular, Brandon
Hill may terminate in the event that there has been a breach of any
of the warranties, the conditions of the agreement have become
incapable of fulfilment or for force majeure. The Placing will not
be underwritten.
Directors' Interests and Salary Reductions
As announced on 1 April 2019, the Directors have implemented
cost cutting measures which included the Directors only taking part
of their salary entitlements during 2018 and no salaries to date in
2019.
Specifically, during 2018 the Directors took 50 per cent. of
their salary entitlements in seven of the twelve months of the
year. As a result, a total of GBP68,585 has been accrued in the
Company's management accounts for the year ended 31 December 2018
and a further GBP78,383 has been accrued in the Company's
management accounts for the current financial year in relation to
unpaid Directors' salaries including employer's national insurance
contributions (NIC's) for January to April 2019 (inclusive), being
GBP146,968 in total.
At the date of this Circular the following amounts are owed to
the Directors in unpaid salary entitlements:
(GBP)
Rufus Short 81,250
Jeffrey Malaihollo 28,125
Arun Srivastava 22,500
Sub Total 131,875
========
Employees NICs 15,093
Total 146,968
========
In order to assist the Company, the Directors have agreed to the
following arrangements which include Rufus Short and Jeffrey
Malaihollo taking their unpaid salaries partially and fully
respectively in Ordinary Shares which are to be issued at a price
of 0.02p per share (the "Director Salary Shares"):
Director Amount To be Equates To be Deferred To be paid To be
owed (for settled to number paid by until in twelve waived
2018 and via the of Director 31 July the Company's monthly
Jan to issue Salary 2019 financial instalments
Apr 2019) of Director Shares position from September
Salary improves 2019
Shares
(GBP) (GBP) (GBP) (GBP) (GBP)
Rufus 14,671
Short 81,250 (1) 73,355,200 28,000 25,250 - -
----------- ------------- ------------- --------- --------------- ---------------- --------
28,125
Jeff Malaihollo 28,125 (2) 140,625,000 - - - -
----------- ------------- ------------- --------- --------------- ---------------- --------
Arun Srivastava 22,500 - - - - 11,250 11,250
----------- ------------- ------------- --------- --------------- ---------------- --------
Total 131,875 29,342 213,908,200 28,000 25,250 11,250 11,250
----------- ------------- ------------- --------- --------------- ---------------- --------
Notes:
1. Equivalent to gross salary of GBP28,000 - the PAYE and NI of
GBP13,329 will be paid by the Company
2. Inclusive of PAYE and NI of GBP13,329
The Directors do not currently have the authority to issue the
213,980,200 Director Salary Shares, so the issue of the Director
Salary Shares will be subject to the Company's shareholders
approving Resolutions 2 and 5 to increase the Directors' authority
to allot all the Director Salary Shares, and to disapply statutory
pre-emption rights, at the General Meeting.
Assuming that Resolutions 2 and 5 are passed at the General
Meeting, it is expected that the Admission of the Director Salary
Shares will take place as part of the Second Admission on 20 May
2019 following the General Meeting.
Director Salary Reductions
In addition to the proposed issue of Director Salary Shares, as
part of the ongoing cost cutting measures, Rufus Short has agreed
to a 25 per cent. reduction in his salary from GBP130,000* (to
GBP97,500), Jeff Malaihollo to a 20 per cent. reduction in his
salary from GBP45,000 (to GBP36,000) and Arun Srivastava to a 31
per cent. reduction in his salary from GBP36,000 (to GBP24,840),
all with immediate effect. The Directors expect these reduced
salaries to remain in place until at least the end of 2019 and will
make further announcements regarding their remuneration as
appropriate.
*Please note that the figure of GBP140,000 that was reported as
Rufus Short's remuneration in the Company's 2017 Annual Report
included a bonus payment of GBP10,000. The 25 per cent. reduction
in Rufus Short's salary has been applied to his current basic
salary of GBP130,000 per annum.
Directors Interests in Ordinary Shares
As at today's date and immediately following Second Admission,
the interests (all of which are beneficial), of the Directors and
their families (within the meaning set out in the AIM Rules) in the
issued share capital of the Company are as follows:
As at 29 April 2019 Following
Second Admission
Director No if issued Percentage No of issued Percentage
Ordinary of issued Ordinary of issued
Shares Ordinary Shares Ordinary
Shares Shares
------------- ----------- ------------- -----------
Rufus Short 11,666,761 0.55 85,021,961 1.9
------------- ----------- ------------- -----------
Jeffrey Malaihollo 12,500,000 0.59 153,125,000 3.5
------------- ----------- ------------- -----------
Arun Srivastava, the Company's Non-Executive Director, does not
currently hold any Ordinary Shares.
Related Party Transaction
The issue of Director Salary Shares to Rufus Short and Jeff
Malaihollo constitutes a related party transaction in accordance
with AIM Rule 13. Dr Arun Srivastava who is not receiving Director
Salary Shares and is therefore independent for this purpose,
considers after consultation with the Company's Nominated Adviser,
that the terms of the issue of the Director Salary Shares to Rufus
Short and Jeff Malaihollo are fair and reasonable, in so far as the
Company's shareholders are concerned.
Funding Agreement with Lind Partners LLC
On 6 November 2018, the Company announced that it had entered
into a Funding Agreement with an entity managed by The Lind
Partners, LLC under which up to US$2,750,000 had been conditionally
made available to the Company for working capital and expansion
purposes.
Under the terms of the Funding Agreement the Company received an
initial advance of US$900,000 (US$750,000 net of drawdown fees)
(the "Initial Advance") in November 2018, which it subsequently
deployed. The Company may receive a further advance of up to
US$2,000,000 to be drawn with mutual agreement between the Company
and Lind (the "Further Advance") prior to 6 January 2021, subject
to the Company having repaid to Lind an amount equal to 75 per
cent. of the Initial Advance.
Monthly re-payment of the Initial Advance is at the Company's
election whether in cash or shares and it is the Company's current
intention to repay the Initial Advance from its operational
cashflow.
The face value of the Initial Advance was US$900,000 and between
16 February 2019 and the date of this Circular, the Company has
made one repayment in cash to Lind pursuant to the terms of the
Funding Agreement. At present, US$855,000 remains outstanding to
Lind.
Any balance of the Initial Advance may be converted by Lind into
Ordinary Shares at a conversion price of 0.29p per Ordinary
Share.
Variation to the Terms of the Funding Agreement
As a result of the Company's recent working capital constraints,
the Company and Lind entered into an agreement on 28 April 2019 to
vary certain terms of the Funding Agreement to assist the Company
in the short term ("Variation Agreement").
Under the terms of the Variation Agreement Lind has agreed to
extend the First Convertible Security Repayment Holiday from 16
February 2019 to 1 September 2019, in return for which the Company
has agreed to:
-- increase the amount outstanding of the First Convertible
Security, which is currently US$855,000, by 15 per cent. to
US$983,250 with effect from the date of the Variation
Agreement;
-- convene a general meeting of the shareholders of the Company,
prior to 30 September 2019, at which a resolution will be proposed
to approve the consolidation of the Ordinary Shares on a 100:1
basis (that is, such that each 100 ordinary shares of GBP0.0002 are
consolidated into one ordinary share of GBP0.02)
("Consolidation");
-- convene a general meeting of the shareholders of the Company
at which a resolution will be proposed to approve the allotment of
2,000,000,000 new Ordinary Shares (to be proportionally adjusted to
reflect any Consolidation) which are due to be issued to Lind under
the Funding Agreement (and in the event the resolution is not
passed by 30 May 2019, the amount outstanding of the First
Convertible Security will increase by 10 per cent. with effect from
30 May 2019);
-- amend the exercise price of the Second Closing Options to 130 per cent. of the Placing Price (proportionally adjusted to reflect any Consolidation) provided that the Company raises a minimum of GBP250,000; and
-- grant to Lind or its nominee a further 100,000,000 options
(proportionally adjusted to reflect any Consolidation), each having
the same terms as the Second Closing Options.
Significant Shareholders
As at 26 April 2019 and immediately following Second Admission,
the Directors are aware of the following persons who, directly or
indirectly, are interested in three per cent. or more of the
Company's existing Ordinary Share Capital before Second Admission
and their resultant holdings after Second Admission:
Before Following
Second Admission Second Admission
Name No if issued Percentage No of issued Percentage
Ordinary of issued Ordinary of issued
Shares Ordinary Shares Ordinary
Shares Shares
------------- ----------- ------------- -----------
Brandon Hill Capital 62,500,000 2.9% 662,500,000 15.0%
------------- ----------- ------------- -----------
Oliver Stansfield 62,500,000 2.9% 187,500,000 4.2%
------------- ----------- ------------- -----------
Neal Griffith 62,500,000 2.9% 187,500,000 4.2%
------------- ----------- ------------- -----------
Pitchcroft Capital 0 0% 750,000,000 17.0%
------------- ----------- ------------- -----------
David Thomas 106,010,335 4.9% 106,010,335 2.4%
------------- ----------- ------------- -----------
Alexander Fullard 93,215,334 4.3% 93,215,334 2.1%
------------- ----------- ------------- -----------
William Orgee 104,733,555 4.9% 104,733,555 2.4%
------------- ----------- ------------- -----------
Spreadex 0 0.0% 250,000,000 5.7%
------------- ----------- ------------- -----------
Please note that Neal Griffith and Oliver Stansfield are both
Directors of Brandon Hill Capital and the combined interest of the
three parties will be 1,037,500,000 following the Second Admission,
which will represent 23.5 per cent. of the Company's Enlarged Share
Capital.
Please note that David Thomas, Alexander Fullard and William
Orgee are all Directors of Pitchcroft Capital and the combined
interest of the four parties will be 1,053,959,224 following the
Second Admission, which will represent 23.9 per cent. of the
Company's Enlarged Share Capital.
The Company also intends to grant Brandon Hill Capital the
Broker Warrants over 127,500,000 Ordinary Shares following the
completion of the General Meeting.
General Meeting
As the Directors do not currently have the authority to issue
all of the Placing Shares, the Placing will be in two tranches as
summarised above. The Conditional Placing is subject to the
Company's shareholders approving resolutions to increase the
Directors' authority to allot the Placing Shares and to disapply
statutory pre-emption rights, at the General Meeting. Application
will be made for the Firm Placing Shares to be admitted to trading
on AIM on 2 May 2019 and, subject to the Resolutions being passed,
for the Conditional Placing Shares and the Director Salary Shares
to be admitted to trading on AIM on 20 May following the General
Meeting.
A notice is set out at the end of this document convening the
General Meeting to be held at 11.00 a.m. on 17 May 2019 at the
offices of Womble Bond Dickinson (UK) LLP, 4 More London Riverside,
London SE1 2AU at which the following Resolutions will be
proposed:
(A) Resolution 1, which will be proposed as an ordinary
resolution, is to authorise the Directors to allot up to: (i)
2,050,000,000 Ordinary Shares (being an aggregate nominal value of
GBP410,000) in connection with the Conditional Placing; and (ii)
220,612,088 Ordinary Shares (being an aggregate nominal value of
GBP44,122 and 5 per cent. of the Enlarged Share Capital) otherwise
than in connection with the Placing;
(B) Resolution 2, which will be proposed as an ordinary
resolution, is to authorise the Directors to allot up to
213,980,200 Ordinary Shares (being an aggregate nominal value of
GBP42,796 in connection with the Director Salary Shares;
(C) Resolution 3, which will be proposed as an ordinary
resolution, is to authorise the Directors to allot up to: (i)
2,000,000,000 relevant securities (being an aggregate nominal value
of GBP400,000) in connection with the Funding Agreement;
(D) Resolutions 4, 5 and 6, which will be proposed as special
resolutions to disapply statutory pre-emption rights in respect of
the allotments of Ordinary Shares and relevant securities
authorised under Resolutions 1, 2 and 3.
Action to be Taken
The GM is being convened for Shareholders to consider and, if
thought fit, approve the Resolutions, which, if approved, will
result in the Directors having the authority to issue the
2,050,000,000 Conditional Placing Shares, the 213,980,200 Director
Salary Shares and 2,000,000,000 relevant securities in connection
with the Funding Agreement.
A paper proxy form is not enclosed with this document.
Shareholders are able to vote online by logging on to
www.signalshares.com and following the instructions provided or, in
the case of CREST members, by using the CREST electronic proxy
appointment service set out in note 4 to the Notice of General
Meeting.
A hard copy proxy form can be requested from the Registrars,
further details of which are set out in note 9 to Notice of General
Meeting.
Recommendation
If the Resolutions are not approved, it is likely that the
Project will have to be placed on care and maintenance and the
Company will be responsible for securing additional finance in the
immediate short term to mitigate the risks to business continuity.
Such finance may not be readily available or may only be available
on terms that are unfavourable to the Company.
The Directors consider that the Resolutions are in the best
interests of the Company and its Shareholders as a whole. The
Directors are of the opinion that if the Resolutions are not passed
the Company is unlikely to be in a position to meet its future
operational commitments in Tanzania or its corporate obligations
and may not be able to continue trading. Accordingly, the Directors
strongly recommend the Shareholders to vote in favour of the
Resolutions at the General Meeting.
The Directors unanimously recommend that Shareholders vote in
favour of the Resolutions to be proposed at the General Meeting as
they intend to do in respect of their own beneficial holdings
amounting, in aggregate, to 24,166,761 Existing Ordinary Shares,
representing approximately 1.14 per cent. of the Existing Ordinary
Shares.
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 Joint
Broker)
David Hignell
Jamie Spotswood
Abigail Wayne +44 (0) 20 3470 0470
Brandon Hill Capital Ltd
(Joint Broker)
Oliver Stansfield, Jonathan Evans +44 20 7936 5200
IFC Advisory Limited
(Financial PR and IR)
Tim Metcalfe
Graham Herring
Heather Armstrong +44 (0) 20 3934 6630
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
IOELIFFESAIAFIA
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April 29, 2019 02:02 ET (06:02 GMT)
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