ACP Energy PLC Signing of SPA and Suspension of Listing (7543M)
January 16 2023 - 1:36AM
UK Regulatory
TIDMACPE
RNS Number : 7543M
ACP Energy PLC
16 January 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE
SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE
(AMENDMENT)(EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NOR FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
16 January 2023
ACP Energy PLC
(ACP or the "Company")
ACP signs Sales and Purchase Agreement
Suspension of Listing
ACP Energy Plc (ACPE.L), a company formed to capture value
accretive opportunities in the oil & gas industry, is pleased
to announce that it has signed a Sale and Purchase Agreement
("SPA"), which is in line with the Company's stated strategy of
identifying and acquiring hydrocarbon producing assets that are
either in production or near to production.
The proposed acquisition is an equity interest being sold by
Vinncler C.A. which owns the producing assets, under technical
service contracts, which are under development, and currently
producing approximately 4,100 bopd, in a highly prolific basin in
Latin America. The seller, a private company, is divesting a
portfolio of assets to refocus its activities into areas that are
closer to its primary production base. Further details on the
assets will be provided as part of the relisting process.
If the Transaction is completed, it will constitute a reverse
takeover under the Listing Rules. The Transaction will be subject
to the satisfaction of certain conditions, including:
-- T he approval of the required share authorities and other
ancillary matters to be set out in a Notice of General Meeting by
shareholders of the Company;
-- The successful completion of fundraising activities to, inter
alia, satisfy the consideration payable to the seller; and
-- Admission of the enlarged share capital to trading on AIM.
Accordingly, there is no certainty that the Transaction will
proceed.
As the Transaction will constitute a Reverse Takeover, the
Company has requested that the listing of its Ordinary Shares be
temporarily suspended with effect from 7.30 a.m. today. Pending the
publication of an Admission Document and completion of due
diligence, ACP intends to make an application for the enlarged
Company to have its Ordinary Shares admitted to trading on the AIM
Market of the London Stock Exchange ("Relisting").
The Company looks forward to providing further updates in due
course.
The UK MAR offers, by way of exception to the immediate
disclosure of inside information, the possibility on a case-by-case
basis to delay such disclosure under certain conditions. In
accordance with article 17(4) of UK MAR, any issuer may thus delay,
under its own responsibility, the public disclosure of inside
information such as not to prejudice its legitimate interest
provided that such omission is not likely to mislead the public and
the issuer is able to ensure the confidentiality of the
information. The Company relied on article 17(4) of the UK MAR and
delayed the release of information in respect of the signing of a
non-binding term sheet in relation to the Transaction. In the
opinion of the board of directors of the Company, the delay of the
publication of information on the decision to commence negotiations
with the seller was in the Company's legitimate interest as its
disclosure was likely to affect the outcome of those negotiations
or their normal pattern. The decision to commence negotiations only
showed the intention and the final success of those negotiations
depended on many factors, In the opinion of the board of directors
of the Company, the delay was not likely to mislead the public and
they could ensure the confidentiality of the information.
For further information:
www.acpenergyplc.com
ACP Energy
Paul Welch, Chairman +44 207 193 2376 /
stacey@acpenergyplc.com
Celicourt Communications +44 208 434 2643 /
acpenergy@celicourt.uk
Mark Antelme / Jimmy Lea
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END
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January 16, 2023 02:36 ET (07:36 GMT)
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