THE INFORMATION CONTAINED WITHIN
THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU)
NO. 596/2014 AS IT
FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
27 February
2024
Angus Energy
Plc
("Angus Energy", the
"Company" or together with its subsidiaries, the
"Group")
(AIM:ANGS)
Notice of General Meeting
("GM")
The Company announces that is has
today posted a Circular to Shareholders convening a General Meeting
("GM") to be held at the offices of Fieldfisher LLP, 9th Floor,
Riverbank House, 2 Swan Lane, London, EC4R 3TT on Thursday 14 March
2024 at 11.00 a.m (the "Circular"). A copy of the Circular is
also available from the Company's website, www.angusenergy.co.uk.
Extracts from the Circular are set
out below including the background:
General Meeting
1.
Introduction
On 22 February 2024, Angus Energy
PLC (the "Company")
announced that, further to agreeing terms with a subsidiary of
Trafigura Group PTE Ltd ("Trafigura") for a refinancing of its
existing debt, it has signed definitive loan documentation which
allowed it to draw down in full on the £20 million loan facility
(the "Facility") with
Trafigura (the "Announcement"). The existing senior
debt of £4.56 million was transferred to Trafigura, and the
proceeds of the Facility will be applied to repay the bridge
facility of £6 million (the "Bridge Facility"), and £1.75 million of
the original £6.25 million deferred consideration due to Forum
Energy Services Limited ("Forum") from the sale of Saltfleetby
Energy Limited's 49% interest in the Saltfleetby Field to the
Company in 2022 (the "Saltfleetby
Sale"). The balance of funds from the Facility will be used
to pay legacy creditors and invest in wells and equipment to
increase gas production from Saltfleetby and restart oil production
from the Brockham Field in Southern England.
Revenue Share Agreements
As part of the senior debt facility
secured in 2021 to redevelop the Saltfleetby Field, under separate
revenue share agreements (the "Revenue Share Agreements") made on 17
May 2021 with, among others, (1) Mercuria Energy Trading S.A.
("Mercuria"), (2) Aleph
Saltfleetby Ltd ("Aleph
Saltfleetby") and (3) Aleph Energy Ltd ("Aleph") (together the "Royalty Holders") the Company acquired
commitments to pay royalties to the lenders from the three current
producing wells on repayment of that part of the debt associated
with the construction of field facilities.
Under deeds of variation to the
Revenue Share Agreements (the "Deeds of Variation"), each entered into
on 22 February 2024, it has been agreed with the Royalty Holders
that, until June 2025, the respective royalties due under the
Revenue Share Agreements will be settled either in cash or through
the issue of new ordinary shares of £0.002 each in the capital of
the Company ("Ordinary
Shares") at a 15% discount to the 30 day volume weighted
average price.
Forum
Under the terms of a deed entered
into on 22 February 2024 between, among others, Forum and the
Company (the "Forum Deed"),
it has been agreed to vary the terms of the Saltfleetby Sale such
that, of the remaining deferred consideration:
£400,000 is due on 30 June
2024;
further payments of £300,000 each
are due on each calendar quarter from and including 30 September
2024 to and including 31 March 2025; and
the balance of £1,586,705 is due on
30 June 2025.
Under the terms of the Forum Deed,
should the Company fail to make any of the above cash payments,
Forum can instead elect to receive such payment in new Ordinary
Shares issued at a 15% discount to the 30 day volume weighted
average price.
Fee agreement
Under the terms of an agreement made
on 22 February 2024 between (1) the Company, (2) Aleph Commodities
Limited ("ACL") and (3)
Aleph Finance Limited ("AFL") (the "ACL and AFL Agreement"):
(a) ACL
will receive a fee for structuring and assistance in securing the
Facility of £750,000, to be satisfied by the issue of 187,500,000
new Ordinary Shares at 0.40 pence per share;
AFL, as the provider of the Bridge
Facility, will receive in aggregate £256,052, to be satisfied by
the issue of 64,013,000 new Ordinary Shares to ACL at 0.40 pence
per share; and
a further amount of new Ordinary
Shares representing accrued interest will be issued to
ACL.
In order to enable it to issue all
the various new Ordinary Shares under the various arrangements
described above, the Company is required to increase its Directors'
authorities, which requires the approval of the shareholders of the
Company at a general meeting.
2.
General Meeting
You will find at the end of this
document a notice convening the General Meeting, to be held at
Fieldfisher's offices, 9th Floor, Riverbank House, 2 Swan Lane,
London EC4R 3TT, United Kingdom on 14 March 2024 at 11:00 a.m.. The
Resolutions to be proposed at the General Meeting are as
follows:
Resolutions 1 and 2 - Directors' authority to allot
shares
The Directors currently have limited
authority to allot Ordinary Shares in the Company and to grant
rights to subscribe for or convert any securities into shares in
the Company. The authorisations being sought by Resolutions 1 and 2
will permit the Directors to:
allot shares or grant rights to
subscribe for or convert any securities into shares up to an
aggregate nominal amount of £3,600,000.00 in respect of the various
arrangements described in paragraph 1 above;
other than pursuant to Resolution 1,
allot shares or grant rights to subscribe for or convert any
securities into shares up to an aggregate nominal amount of
£2,761,928.89, representing approximately one third of the issued
Ordinary Share capital of the Company as at the date of the Notice
of General Meeting; and
allot Ordinary Shares or grant
rights to subscribe for or convert any securities into Ordinary
Shares in connection with an offer by way of rights issue to
existing holders of Ordinary Shares up to an aggregate nominal
amount of £5,523,857.78, as reduced by the nominal amount of any
shares allotted or rights granted under the above authorisation,
representing (before any such reduction) approximately two thirds
of the issued Ordinary Share capital of the Company as at the date
of the Notice of General Meeting.
Resolutions 1 and 2 are being
proposed as ordinary resolutions.
Resolutions 3 and 4 - Disapplication of statutory pre-emption
rights
The Directors currently have limited
power, in certain circumstances, to allot equity securities for
cash other than in accordance with statutory pre-emption rights
(which require a company to offer all allotments for cash first to
existing shareholders in proportion to their holdings). Resolutions
3 and 4, subject to the passing of Resolutions 1 and 2
respectively, disapply the pre-emption rights under the Act which
would otherwise apply on an allotment of Ordinary Shares, the grant
of rights to subscribe for or convert any securities into Ordinary
Shares for cash. They are limited to allotments, grants of
rights:
(a) made
in connection with the various arrangements described in paragraph
1 above;
(b) made in
connection with rights issues or other pre-emptive offers where the
Ordinary Shares or rights are offered first to existing
shareholders in proportion (as nearly as may be practicable) to
their existing holdings of Ordinary Shares;
(c)
otherwise, up to an aggregate nominal amount of
£828,578.67,
representing approximately 10 per cent. of the issued Ordinary
Share capital of the Company as at the date of the Notice of
General Meeting; and
(d) otherwise,
up to a nominal amount equal to 20 per cent. of any allotment
pursuant to the bullet point above, to be used only for the
purposes of a follow-on offer.
Resolutions 3 and 4 are being
proposed as special resolutions.
Resolution 5 - Disapplication of statutory pre-emption
rights
Resolution 5, subject to the passing
of Resolution 2, disapplies the pre-emption rights under the Act
which would otherwise apply on an allotment of Ordinary Shares, the
grant of rights to subscribe for or convert any securities into
Ordinary Shares, and/or the sale of Ordinary Shares held in
treasury, for cash. It is limited to allotments, grants of rights
and/or the sale of treasury shares:
(a) up
to an aggregate nominal amount of £828,578.67, representing
approximately 10 per cent. of the issued Ordinary Share capital of
the Company (excluding treasury shares) as at the date of the
Notice of General Meeting, such authority to be used only for the
purposes of financing (or refinancing, if the authority is to be
used within 12 months after the original transaction) a transaction
which the Directors determine to be either an acquisition or a
specified capital investment of a kind contemplated by the
Statement of Principles on Disapplying Pre-Emption Rights most
recently published by the Pre-Emption Group prior to the date of
the Notice of General Meeting; and
otherwise, up to a nominal amount
equal to 20 per cent. of any allotment pursuant to the bullet point
above, to be used only for the purposes of a follow-on
offer.
Resolution 5 is being proposed as a
special resolution.
The full text of the Resolutions is
set out in the Notice of General Meeting and a form of proxy to be
used in connection with the General Meeting is enclosed. The
actions that you should take to vote on the Resolutions contained
in the Notice of General Meeting and the recommendation of the
Board are set out in paragraphs 3 and 4 respectively of this
letter.
END
For further information on the
Company, please visit www.angusenergy.co.uk
or contact:
Enquiries:
Angus Energy
Plc
www.angusenergy.co.uk
Richard
Herbert
Chief Executive
Director
Via Flagstaff
Beaumont Cornish Limited
(Nomad) www.beaumontcornish.com
James Biddle / Roland
Cornish
Tel: +44 (0) 207 628 3396
WH Ireland Limited
(Broker)
Katy Mitchell / Harry
Ansell
Tel: +44 (0) 207 220 1666
Flagstaff PR/IR
angus@flagstaffcomms.com
Tim Thompson / Fergus Mellon
Tel: +44 (0) 207 129
1474
Aleph
Commodities
info@alephcommodities.com
Disclaimers - this
Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can
be identified by the use of forward-looking terminology, including
the terms "believes", "estimates", "forecasts", "plans",
"prepares", "anticipates", "projects", "expects", "intends", "may",
"will", "seeks", "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions.
These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the
Directors' intentions, beliefs or current expectations concerning,
amongst other things, the Company's prospects, growth and strategy.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Company's actual performance, achievements and
financial condition may differ materially from those expressed or
implied by the forward-looking statements in this Announcement. In
addition, even if the Company's results of operations, performance,
achievements and financial condition are consistent with the
forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in
subsequent periods. Any forward-looking statements that the Company
makes in this Announcement speak only as of the date of such
statement and (other than in accordance with their legal or
regulatory obligations) neither the Company, nor the Bookrunner nor
Beaumont Cornish nor any of their respective associates, directors,
officers or advisers shall be obliged to update such statements.
Comparisons of results for current and any prior periods are not
intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as
historical data.
Beaumont Cornish Limited, which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as nominated adviser to the Company in
relation to the matters referred herein. Beaumont Cornish Limited
is acting exclusively for the Company and for no one else in
relation to the matters described in this announcement and is not
advising any other person and accordingly will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Beaumont Cornish Limited, or for providing
advice in relation to the contents of this announcement or any
matter referred to in it.