Prospex Energy PLC Clarification of Share Authorities (0441L)
September 08 2021 - 1:00AM
UK Regulatory
TIDMPXEN
RNS Number : 0441L
Prospex Energy PLC
08 September 2021
Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and
Gas
8 September 2021
Prospex Energy PLC
Clarification of Share Authorities
Prospex Energy PLC ('Prospex' or the 'Company'), the AIM quoted
investment company (AIM:PXEN) focused on European gas and power
projects, confirms that it has received correspondence asserting
that the then directors of the Company may have exceeded share
authorities granted at the 30 June 2020 AGM to issue new Ordinary
Shares and rights over new Ordinary Shares in the Company at
certain points in the recent past.
The current Directors take this matter seriously and have been
working with the Company's UK counsel, as well as relevant past
directors of the Company, to establish whether there has been a
breach of any share authorities.
The Company is advised that this matter does not affect any
shares issued recently or the rights of any warrant or option
holder. In particular, the convertible loan notes and warrants
issued in December 2020 as announced in the Company's RNS dated 24
December 2020, were issued correctly using available headroom
pursuant to the share authorities granted at the AGM on 30 June
2020. Therefore, the loan notes and warrants issued in December
2020 which were subsequently converted in July and August 2021, and
the outstanding warrants and convertible instruments from December
2020, are not in question.
The Company has also been asked to clarify the warrants issued
pursuant to the fundraise announced by the Company on 9 March 2021,
further information on which is set out below.
As part of the 9 March 2021 placing, the Company stated that
those persons participating in the placing would be issued with one
new warrant per two placing shares subscribed for. This amounted to
25 million warrants to be issued to subscribe for, in aggregate, 25
million new Ordinary Shares. Representatives of the Company have
spoken to the placing Agent, Novum Securities Limited ("Novum"),
who have confirmed they understand that the grant of such warrants
is dependent on the Company having sufficient share authorities in
the future to issue the warrants . Similarly, the exercise of
1,920,000 Broker Warrants granted to Novum is dependent on such
authorities. As such, until that point, no warrants to be issued
pursuant to the March 2021 Placing will be issued and as such the
issue of the warrant instruments are conditional upon the Company
having share authorities in the future to issue the shares and thus
form a future contractual liability with the Company.
As part of the investigation, the Company has also examined the
issue of convertible loan notes and warrants as announced on 24
December 2020. A significant portion of those convertible loan
notes and warrants issued in December 2020 were rolled over from
convertible loan notes and warrants issued in 2018, for which share
authorities had already been granted in 2018, and which the then
directors of the Company believed also rolled over. If the
roll-over of share authorities relating to the original 2018 loan
notes and warrants into the December 2020 agreements did not occur
as assumed, then the Company may not have had sufficient headroom
within its share authorities to allot all the new Ordinary Shares
issued in the March 2021 placing. The Company is clarifying with
urgency that this was the correct understanding.
The Company expects to report further on this matter well in
advance of the forthcoming General Meeting.
* * ENDS * *
For further information visit www.prospex.energy or contact the
following:
Mark Routh Prospex Energy PLC Tel: +44 (0) 20 7236
1177
Rory Murphy Strand Hanson Limited Tel: +44 (0) 20 7409
Ritchie Balmer 3494
Colin Rowbury Novum Securities Limited Tel: +44 (0) 20 7399
Jon Belliss 9427
Duncan Vasey Peterhouse Capital Limited Tel: +44 (0) 20 7220
9797
Susie Geliher St Brides Partners Ltd Tel: +44 (0) 20 7236
Catherine Leftley 1177
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