TIDMADME
RNS Number : 3123S
ADM Energy PLC
15 November 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
15 November 2021
ADM Energy PLC
("ADM" or the "Company")
Fundraise and Issue of Equity to Raise GBP475,000
and Business Update
ADM Energy PLC (AIM: ADME; BER and FSE: P4JC), a natural
resources investing company, is pleased to announce that it has
raised a total of GBP475,000 before costs by way of a placing for
new ordinary shares in the Company with and a subscription by
certain Directors (together the "Fundraise").
Highlights
-- Placing and subscription to raise gross proceeds of
GBP475,000 through the issue of 31,666,667 new ordinary shares of
1.0 pence each at a placing price of 1.5 pence per share
-- Conditional Issue of 6,666,667 warrants with an exercise
price of 3p each for a period of two years from Admission
-- Subscriptions by five Directors amounting to GBP175,000 at the placing price
-- Additional conversion by debt holders, consultants and
service providers equating to GBP228,500 at the placing price
Use of Proceeds
The funds will be used to provide general working capital for
the Company in order to continue its strategy of identifying and
evaluating high-quality assets in West Africa at depressed
valuations with substantial upside for shareholders. The Company is
currently assessing several investment opportunities, in line with
ADM's growth plans and its established relationships with project
debt and off-take lenders, which the board considers may have the
potential to add significant value to ADM.
Aje Field Update
The Company has previously reported the intentions of the Aje
Joint Partners ("Partners") to explore the further development of
the Aje Field and the production of a field development plan
("FDP").
The Partners continue to work on a final investment decision on
a new multi-phase development plan for the Aje Field which could
significantly increase production levels. The FDP for the initial
phase is primarily focused on the development of two new oil wells
and a gas injector well which initial appraisals indicate could
increase gross field production to 9,000 barrels of oil and liquids
per day. These wells are intended to be tied-back to the existing
Floating Production Storage and Offloading Vessel ("FPSO"), via a
subsea manifold located at the present drill centre.
As part of the FDP, ADM's technical team has examined the
feasibility of using the existing infrastructure available, where
possible, for the supply of the two new subsea wells Aje-6 and
Aje-7. Based on the findings of our review, which has been passed
to the Partners' technical committee, the Company's view is that
the existing subsea hardware infrastructure are able to be used for
the new wells, subject to a confirmatory integrity inspection. In
addition, the analysis concluded that any potential topside cost
and control system hardware compatibility issues would also be
reduced if the same type of subsea control module as on the
existing tree is used for the proposed wells Aje-6 and Aje-7. The
ability to use the existing infrastructure should de-risk the
expansion plans at Aje and would be expected to provide significant
cost savings compared to installing additional subsea
infrastructure.
Barracuda Field Update
As announced on 30 September 2021, ADM's technical team
continues to assess the draft of a preliminary technical report
from the Competent Person for the Barracuda Field. As reported
previously, the report is still to be finalised pending further
technical appraisal and, therefore, ADM will only be able to
finalise the proposed development plans for Barracuda once it is
completed.
The Company expects to provide a further update to the market
before year end.
Osamede Okhomina, CEO of ADM Energy plc, said: "This fundraise
will help us continue our strategy of pursuing investment
opportunities that can add significant value to ADM Energy. We are
assessing several prospects and remain in regular dialog with our
partners, such as Trafigura, to examine financing options for
attractive investment opportunities in high-quality assets. While
transactions of this nature take time, we have been encouraged by
both the quality of the assets in question and the progress of our
discussions.
"The Field Development plans at Aje are advancing and it is
pleasing that our latest findings indicate that the existing
infrastructure can be used to supply the two new wells, lowering
the cost of development without impacting the expected potential
increase in production. With Panoro and PetroNor agreeing a further
one-month extension to the end of November for the Aje transaction,
we await the conclusion of that deal which, once finalised, is
expected to accelerate Aje's development."
Details of the Fundraise
The Company has raised GBP475,000 before expenses at a price of
1.5 pence per share ("Placing Price"). The Placing Price equates to
a 21 per cent. discount to the mid-market closing price of the
Company's ordinary shares on 12 November 2021 of 1.9p, being the
last practicable date prior to the date of this announcement. The
Fundraise comprises a placing of 20,000,000 new ordinary shares
("Placing Shares") to Monecor (London) Limited, which will hold
3.26 per cent. of the Company's enlarged issued share capital on
Admission and a subscription for 11,666,667 new ordinary shares
("Subscription Shares") by certain Directors. In connection with
the issue of the Placing Shares, the Company has conditionally
issued 6,666,667 warrants to Monecor (London) Limited to subscribe
for ordinary shares at an exercise price of 3 pence per share, on a
three warrants per Placing Share basis, with an exercise period of
2 years from the date of Admission ("Warrants").
Details of the subscriptions by Directors are as follows:
Name Existing Shareholding Number of Ordinary Resulting shareholding Percentage of issued
Shares purchased on Admission share capital on
Admission
Oliver Andrews - 6,666,667 6,666,667 3.26%
Osamede Okhomina 2,672,826 3,333,333 6 ,006,159 2.94%
Richard Carter 1,098,163 1,333,333 2,431,496 1.19%
Dr. Stefan Leibing 489,305 166,667 655,972 0.32%
Lord Bellingham 186,364 166,667 353,031 0.17%
Debt Conversion
In addition to the Fundraise, certain debt providers,
consultants and service providers have agreed to convert amounts
due totalling GBP228,500 into 15,233,334 new ordinary shares
("Conversion Shares") at the Placing Price of which 12,033,334
ordinary shares will subject to lock-in provisions of up to six
months.
General Meeting
The Company has conditionally agreed to issue the Warrants
subject to the Company seeking additional share authorities from
shareholders at a general meeting. Accordingly, the Company intends
to shortly convene a general meeting (the "General Meeting") and a
further announcement will be made in relation to matter this in due
course.
Related Party Transactions
The subscriptions by the Directors constitute related party
transactions for the purposes of AIM Rule 13. With the exception of
Oliver Andrews, Osamede Okhomina, Richard Carter, Dr. Stefan
Leibing and Lord Bellingham, the Company's Directors consider,
having consulted with the Company's nominated adviser, Cairn
Financial Advisers LLP, that the terms of the transactions are fair
and reasonable insofar as the Company's shareholders are
concerned.
Admission to AIM and Total Voting Rights
Application will be made for the Placing Shares, Subscription
Shares and Conversion Shares, which total 46,900,001 new ordinary
shares and will rank pari passu with the Company's existing
ordinary shares, to be admitted to trading on AIM ("Admission"). It
is expected that Admission of the Shares will become effective and
that dealings will commence at 08.00 a.m. on or around 18 November
2021.
Following Admission, the Company's enlarged issued share capital
will comprise 204,480,863 ordinary shares of 1 pence each with
voting rights in the Company. This figure 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 in the interest in, the share capital of
the Company under the FCA's Disclosure and Transparency Rules.
Enquiries:
ADM Energy plc +44 20 7459 4718
Osamede Okhomina, CEO
www.admenergyplc.com
Cairn Financial Advisers LLP +44 20 7213 0880
(Nominated Adviser)
Jo Turner, James Caithie
Hybridan LLP +44 20 3764 2341
(Lead Broker)
Claire Louise Noyce
ODDO BHF Corporates & Markets AG +49 69 920540
(Designated Sponsor)
Michael B. Thiriot
Luther Pendragon +44 20 7618 9100
(Financial PR)
Harry Chathli, Alexis Gore, Tan Siddique
Forward-looking Statements
Certain statements made in this announcement are forward-looking
statements. These forward-looking statements are not historical
facts but rather are based on the Company's current expectations,
estimates, and projections about its industry; its beliefs; and
assumptions. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties, and other factors, some
of which are beyond the Company's control, are difficult to
predict, and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements.
The Company cautions shareholders and prospective shareholder
holders not to place undue reliance on these forward-looking
statements, which reflect the view of the Company only as of the
date of this announcement. The forward-looking statements made in
this announcement relate only to events as of the date on which the
statements are made. The Company will not undertake any obligation
to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement
except as required by law or by any appropriate regulatory
authority.
Market Abuse Regulation (MAR) Disclosure
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities / person closely associated
with them.
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Company directors/officers:
Name 1. Oliver Andrews - Non-executive Chairman
2. Osamede Okhomina - CEO
3. Richard Carter - COO
4. Dr. Stefan Leibing - Non-executive
Director
5. Lord Bellingham - Non-executive
Director
------------------------------- ---------------------------------------------
2. Reason for the notification
------------------------------------------------------------------------------
a) Position/status See 1(a) above for all positions
------------------------------- ---------------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------- ---------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer, or auction monitor
------------------------------------------------------------------------------
a) Name ADM Energy plc
------------------------------- ---------------------------------------------
b) LEI 213800DY7G8EEJCCOL47
------------------------------- ---------------------------------------------
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 financial Ordinary Shares of 1 pence each
instrument
------------------------------- ---------------------------------------------
b) Identification code GB00BJFDXW97
------------------------------- ---------------------------------------------
c) Nature of the transactions Purchase of Ordinary Shares
------------------------------- ---------------------------------------------
d) Price(s) and volume(s) Price Volume
1. 1.5p 1. 6,666,667
2. 1.5p 2. 3,333,333
3. 1.5p 3. 1,333,333
4. 1.5p 4. 166,667
5. 1.5p 5. 166,667
--------------
------------------------------- ---------------------------------------------
e) Aggregated information Price Volume(s)
- Aggregated volume 1.5p 11,666,667
- Price -----------
------------------------------- ---------------------------------------------
f) Date of the transactions 15 November 2021
------------------------------- ---------------------------------------------
f) Place of the transactions London Stock Exchange, AIM Market
------------------------------- ---------------------------------------------
About ADM Energy PLC
ADM Energy PLC (AIM: ADME; BER and FSE: P4JC) is a natural
resources investing company with an existing asset base in Nigeria.
ADM Energy holds a 9.2% profit interest in the oil producing Aje
Field, part of OML 113, which covers an area of 835km(2) offshore
Nigeria. Aje has multiple oil, gas, and gas condensate reservoirs
in the Turonian, Cenomanian and Albian sandstones with five wells
drilled to date.
ADM Energy is seeking to build on its existing asset base in
Nigeria and target other investment opportunities across the West
African region in the oil and gas sector with attractive risk
reward profiles such as proven nature of reserves, level of
historic investment, established infrastructure and route to early
cash flow.
Forward Looking Statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should", "envisage", "estimate", "intend", "may", "plan",
"potentially", "expect", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
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