TIDMEDL
RNS Number : 4744L
Edenville Energy PLC
06 September 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.
6 September 2019
EDENVILLE ENERGY PLC
("Edenville" or the "Company")
Placing to Raise GBP300,000
Cancellation of Proposed Share Consolidation
Edenville Energy Plc (AIM: EDL), the AIM quoted company
developing the Rukwa coal project in southwest Tanzania, is pleased
to announce that it has raised GBP300,000 by way of a placing of
600,000,000 new ordinary shares of 0.02p each in the Company
("Ordinary Shares") at a price of 0.05p per Ordinary Share (the
"Placing Shares") (the "Placing Price") through Brandon Hill
Capital Limited ("Brandon Hill") (the "Placing").
The gross proceeds of the Placing will be used to supplement the
Company's working capital following the decision to accelerate
mining and processing by acquiring new trucks and increasing shifts
at the wash plant to increase overall productivity.
Brandon Hill, in their capacity as joint broker to the Company,
have agreed to waive any fees on the Placing and no broker warrants
will be issued with respect to the Placing.
Significant Shareholder Participation
Brandon Hill and its executives, namely Neal Griffith and Oliver
Stansfield (collectively the "Brandon Hill Group"), who currently
hold 1,007,931,944 Ordinary Shares representing 22.8% of the
Company's issued share capital, have agreed to subscribe for, in
aggregate, 300,000,000 Placing Shares representing a cash
subscription of GBP150,000, following their initial investment
through a placing in April 2019. Upon Admission of the Placing
Shares, the Brandon Hill Group's revised holding of 1,307,931,944
Ordinary Shares will represent 25.8% of the Company's enlarged
share capital. Also, Brandon Hill currently hold 127,500,000
warrants over Ordinary Shares which, if exercised, would result in
a holding of 1,435,431,944 Ordinary Shares representing 27.7% of
the Company's share capital on a fully diluted basis.
Pitchcroft Capital Limited and its executives, namely Alexander
Fullard, William Orgee and David Thomas (collectively the
"Pitchcroft Group"), who currently hold 948,959,224 Ordinary Shares
representing 21.5% of the Company's issued share capital, have
agreed to subscribe for, in aggregate, 150,000,000 Placing Shares
representing a cash subscription of GBP75,000. Upon Admission of
the Placing Shares, the Pitchcroft Group's revised holding of
1,098,959,224 Ordinary Shares will represent 21.7% of the Company's
enlarged share capital.
Collectively the Brandon Hill Group and the Pitchcroft Group
will hold 47.6% of the Company's enlarged share capital following
Admission. The balance of the Placing was predominantly taken up by
other existing shareholders.
Related Party Transaction
Both the Brandon Hill Group and the Pitchcroft Group are
substantial shareholders of the Company (the "Related Parties").
Accordingly the participation of the Related Parties in the Placing
constitutes a related party transaction pursuant to Rule 13 of the
AIM Rules for Companies.
The Directors, having consulted with the Company's nominated
adviser, consider that the terms of the Related Parties'
participation in the Placing are fair and reasonable insofar as
Edenville's shareholders are concerned.
Issue of Settlement Shares
In addition to the Placing, the Company has agreed to settle
GBP25,000 of creditor balances via the issue of 50,000,000 Ordinary
Shares at the Placing Price (the "Settlement Shares"). These
creditors are professional advisers to the Company and contractors
that are directly involved in the operation of the Rukwa
Project.
Admission to AIM
Application for the admission to trading on AIM of the Placing
Shares and the Settlement Shares on AIM ("Admission") will be made
to the London Stock Exchange at 8am on or around 11 September 2019.
The Placing Shares will rank pari passu with the existing Ordinary
Shares.
Following Admission, the issued share capital of the Company
will be 5,062,241,762 Ordinary Shares. In accordance with the
Financial Conduct Authority's Disclosure and Transparency Rules,
following Admission, the Company will have 5,062,241,762 Ordinary
Shares in issue, each share carrying the right to one vote. The
Company does not hold any Ordinary Shares in treasury. The above
figure of 5,062,241,762 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.
Cancellation of Proposed Share Consolidation
Following further consultation with Lind Partners LLC ("Lind")
and the Company's larger shareholders, the Company can confirm that
plans for a proposed share consolidation, as set out in the
announcement of 29 April 2019, have now been deferred until 2020 at
the earliest.
Rufus Short, CEO of Edenville Energy, commented:
"We would like to thank our significant shareholders and Lind
for their ongoing support. Since the recapitalisation of the
Company in April 2019, the Company has made important strides
operationally which have included:
-- completion of upgrades to the washing plant (designed to
enhance throughput and reduce unit costs); and
-- the opening up of the Northern Mining Area, which has proven
to have both thicker seams (measures of up to 40m versus 3.5m
thickness) and higher energy values (up to 6,800kcal/kg versus
5,000kcal/kg) compared to previously mined areas; and
-- increasing coal sales to new and historic customers.
"However, these positive developments were partially offset by
delays experienced with respect to trucks and other equipment
provided by mining contractors thereby reducing mining capacity. As
announced on 21 August 2019, the Company has now purchased and
taken delivery of two new 30-tonne trucks to ensure that there are
no further production bottlenecks as a result of contract miners.
Edenville has already witnessed an increase in productivity since
this recent change in the business. Accordingly, with this modest
working capital raise, the Directors believe the Company remains on
track to become cash flow positive from operations during H1
2020.
"I look forward to updating shareholders in the near term as we
make further progress."
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
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END
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