TIDMPPC
RNS Number : 0410R
President Energy PLC
02 November 2021
2 November 2021
PRESIDENT ENERGY PLC
("President" or the "Company")
Posting of Letter to Shareholders
Notice of Meeting of Shareholders to approve proposed dividend
in specie
President Energy (AIM: PPC), the energy company with a diverse
portfolio of energy assets announces an update regarding a proposed
dividend in specie (the "Distribution") of the shares it holds in
Atome Energy PLC ("Atome") and the calling of a meeting of
Shareholders of the Company ("Shareholders")
The distribution of shares in Atome
President yesterday evening posted a letter to Shareholders in
the form set out at the end of this announcement ("Document") with
the intended purpose of completing the legal necessities to allow
for the Distribution.
The Document contains certain details of the contemplated spin
out of Atome from President, the Distribution and the intended
admission of Atome's share capital to trading on the AIM Market of
the London Stock Exchange.
Shareholders' attention is drawn to the Notice of a General
Meeting of the Company to be held on 18 November 2021 at 11am at
the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane,
London EC4R 3TT which is set out at the end of the Document.
The Document is also published on the Company's website at
www.presidentpc.com .
LETTER FROM THE CHAIRMAN OF
PRESIDENT ENERGY PLC
(Incorporated in England and Wales with registered number
05104249)
Registered Office
Carrwood Park
Selby Road,
Leeds LS15 4LG
Directors
Peter Michael Levine
Robert James Shepherd
Jorge Dario Bongiovanni
Alexander Charles Moody-Stuart
Martin Urdapilleta
1 November 2021
Dear Shareholder
The distribution of shares in Atome Energy PLC to shareholders
of President Energy plc ("President Energy" or the Company") and
the proposed admission to trading on AIM of Atome Energy PLC
1. Introduction
Many of you will have read our recent announcements regarding
the proposed spin-out of our green hydrogen and ammonia production
company, Atome Energy PLC ("Atome") by way of a dividend in specie
and the proposed admission of Atome's ordinary shares to trading on
the AIM market of the London Stock Exchange ("AIM").
This document contains further information about the spin-out,
which is to be effected by way of a dividend in specie of the
majority of President Energy's holding in Atome ("the
Distribution"), and the admission of Atome to AIM and explains why
the Board believes that it is in the best interests of Shareholders
that the ordinary resolution ("the Resolution") set out in the
notice of general meeting set out in the end of this document ("the
Notice") be approved by the shareholders of President Energy
("Shareholders").
The proposals relating to the Distribution reflect the view of
the directors of the Company ("Board" or "Directors") that a green
power company is best placed operating independently of President
Energy whose principal business is focussed on hydrocarbons.
At the same time by separating Atome from President Energy and
seeking to have Atome's shares admitted to trading on AIM, it is
anticipated that Atome will be able to command a different investor
audience and have the potential to attract a higher valuation as an
independent green power company, rather than as a subsidiary of
President Energy. This would further permit Atome to be separately
funded with the Company not having any ongoing obligation to fund
this business whilst retaining a significant minority stake in
Atome and Shareholders also benefiting from a direct holding of
shares in Atome following the proposed Distribution.
As a result, the Board has decided to spin-off Atome by way of
the Distribution which will allow Shareholders to benefit from a
direct holding in Atome and at the same time Atome will apply for
its ordinary shares to be admitted to trading on AIM
("Admission").
It is also proposed that contemporaneous with Admission, Atome
will raise a limited amount of monies by way of a share issue to
provide sufficient funding to take Atome to the point of final
investment decisions ("FID") in relation to its two current
announced projects in Iceland and Paraguay. Shareholders should
note that President Energy is currently undertaking a
re-organisation to ensure that Atome becomes the parent company of
the companies that currently carry on the hydrogen and ammonia
business and that this re-organisation will be completed prior to
the Distribution being made.
2. The Distribution
To effect the Distribution as detailed above, the Company
proposes to: (i) pay a dividend in specie of the majority of the
ordinary shares of Atome ("Atome Shares") which will be held by it
to Shareholders who are on the Company's register of members on a
specified date which will be notified to Shareholders in due course
("Record Time"), such Shareholders being referred to hereafter as
"Qualifying Shareholders"; and (ii) apply for Admission.
Immediately before the Distribution, President Energy will hold
such ordinary shares in Atome as represents the said 85 per cent of
Atome's issued share capital and it is anticipated that President
Energy will distribute such number of Atome Shares as will leave
President Energy with a holding of not more than 25 per cent of
Atome following Admission.
In order to have sufficient distributable reserves to pay the
dividend in specie the Company is currently in the process of
cancelling its share premium account so as to create a
distributable reserve which will permit the payment of a dividend
("the Capital Reduction"). By ordinary resolution of the Company
passed on 23 September 2021, the Shareholders resolved to cancel
the share premium account of the Company. Such cancellation is
subject to approval by the High Court of Justice in England and
Wales ("Court"), the application for which is expected to be heard
by the Court on 16 November 2021. Subject to such court order being
made and the requisite statement of capital having been registered
at Companies House, the Capital Reduction will become effective and
will result in the elimination of the Company's retained losses and
the creation of a distributable reserve out of which the
Distribution can then be made.
The individual entitlements of Shareholders to receive the
Distribution will be calculated by reference to their holdings of
Ordinary Shares of President Energy ("President Shares") on the
Company's register of members at the Record Time.
The Distribution is expected to be completed later this year and
is subject to the Capital Reduction becoming effective, the passing
of the Resolution, approval of the Board, and Admission.
Any fractional entitlement to an Atome Share arising out of the
Distribution will be disregarded.
3. Taxation
Each Shareholder is advised by the Company to take their own
professional advice relating to the Distribution and any taxation
which may affect them in whatever jurisdiction they are subject. No
representations or warranties are made in this regard.
4. Admission, Dealings, Share Certificates and CREST
It is expected that Admission will become effective and that
dealings will commence in the ordinary shares of Atome later this
year and further details will be announced in due course.
The Record Time for the Distribution will be notified to
Shareholders in due course and is expected to be immediately prior
to the date of Admission. To be on the register of members of
President Energy at the Record Time, transfers of President Shares
in uncertificated form must take place by 6:00 pm on the day prior
to Admission and transfers in certificated form must be received by
the Company's registrar by 6:00 pm on the day prior to Admission.
President Shares will start trading "ex-Distribution" from 8:00 am
on the day of Admission.
Share certificates in respect of Atome Shares are expected to be
posted, at the risk of Shareholders, not later than 14 days after
Admission to those Shareholders who, at the Record Time, hold their
President Shares in certificated form. Temporary documents of title
will not be issued.
Shareholders who, at the Record Time, hold their President
Shares in uncertificated form through
CREST will receive uncertificated Atome Shares into the same
CREST account as soon as
practicable after 8:00 am on the date of Admission.
5. General Meeting and action to be taken
The Distribution is conditional on the passing of the Resolution
(in addition to the Capital Reduction becoming effective, the Board
approving the Distribution and Admission). Accordingly, you will
find set out at the end of this document a notice convening a
general meeting to be held at the offices of Fieldfisher, Riverbank
House, 2 Swan Lane, London, EC4R 3TT, United Kingdom, on 18
November 2021 at 11:00 am. The Resolution is to approve the
Dividend in Specie required under the articles of association of
the Company.
6. Recommendation
The Board consider for the reasons set out above, that the
Resolution is in the best interests of the Shareholders as a whole.
Accordingly, the Board unanimously recommend Shareholders to vote
in favour of the Resolution at the General Meeting, as the
Directors intend to do so in respect of their own beneficial
holdings of the Company's ordinary shares, representing
approximately 30.01 per cent. of the Company's existing issued
ordinary share capital.
Yours faithfully
PETER LEVINE
CHAIRMAN
Contact:
President Energy PLC
Rob Shepherd, Group FD +44 (0) 207 016 7950
Nikita Levine, Investor Relations info@presidentpc.com
finnCap (Nominated Advisor)
Christopher Raggett, Tim Harper +44 (0) 207 220 0500
Notes to Editors
President Energy is an oil and gas company listed on the AIM
market of the London Stock Exchange (PPC.L) primarily focused in
Argentina, with a diverse portfolio of operated onshore producing
and exploration assets.
The Company has operated interests in the Puesto Flores,
Estancia Vieja, Puesto Prado and Las Bases Concessions, and
Angostura exploration contract, all of which are situated in the
Rio Negro Province in the Neuquén Basin of Argentina and in the
Puesto Guardian Concession, in the Noroeste Basin in NW Argentina.
Alongside this, President Energy has cash generative production
assets in Louisiana, USA and further significant exploration and
development opportunities through its acreage in Paraguay and
Argentina.
President has as one of its subsidiaries, Atome Energy PLC , a
hydrogen and ammonia production company
The Group is also actively pursuing value accretive acquisitions
of high-quality production and development assets capable of
delivering positive cash flows and shareholder returns. With a
strong strategic and institutional base of support, including the
international commodity trader and logistics company Trafigura, an
in-country management team as well as the Chairman whose interests
as the largest shareholder are aligned to those of its
shareholders, President Energy gives UK investors access to an
energy growth story combined with world class standards of
corporate governance, environmental and social responsibility.
This announcement contains inside information for the purposes
of article 7 of Regulation 596/2014
PRESIDENT ENERGY PLC
Incorporated and Registered in England and Wales under the
Companies Act 1985 with company number: 05104249
NOTICE OF GENERAL MEETING
In light of the ongoing COVID-19 situation, the Company requests
all Shareholders who wish to attend the meeting to wear a mask and
bring evidence of identity and vaccination against COVID-19.
NOTICE is hereby given that a General Meeting of President
Energy PLC (the "Company") will be held at Fieldfisher LLP,
Riverbank House, 2 Swan Lane, London EC4R 3TT at 11 a.m. on 18
November 2021 for the purpose of considering and, if thought fit,
passing the following resolution as an ordinary resolution:
THAT
1.1 upon the recommendation and conditional on the approval of
the directors of the Company (the " Directors") and further
conditional on the Capital Reduction referred to in the circular to
Shareholders dated 1 November 2021 becoming effective on the terms
stated therein, immediately prior to the ordinary shares ("Atome
Shares") of Atome Energy PLC ("Atome") being admitted to trading on
the AIM market of London Stock Exchange plc ("Admission") in
connection with the proposed spin-out of Atome from the Company,
the Company make an interim dividend in specie of such number of
Atome Shares held by the Company as the Directors determine ("the
Distribution") to holders of ordinary shares of the Company
("President Shares") on the register of members of the Company at
6:00 pm London time at such time and/or date as the Directors may
determine (the "Record Time") (each such holder being a "Qualifying
Shareholder"), effective immediately prior to Admission and
credited as fully paid, in the proportions to be determined by the
Company prior to the Record Time;
1.2 each and any of the Directors be and is hereby authorised to
conclude and implement the Distribution and to do or procure to be
done all such acts and things on behalf of the Company and each of
its subsidiaries as they may, in their discretion, consider
necessary or expedient for the purpose of giving effect to the
Distribution with such amendments, modifications, variations or
revisions thereto as are not of a material nature.
By order of the Board Registered Office
Peter Levine Carrwood Park
Secretary Selby Road,
Leeds, LS15 4LG
1 November 2021
Notes to the Notice of General Meeting:
1. Any member entitled to attend, vote and speak at the meeting
convened by the above notice is entitled to appoint one or more
proxies to attend, speak and vote at the meeting instead of him.
However, please see the note at the beginning of this notice
regarding attendance at the meeting in light of the ongoing
COVID-19 situation. A proxy need not be a member of the Company.
More than one proxy may be appointed to exercise the rights
attaching to different shares held by the member, but a member may
not appoint more than one proxy to exercise rights attached to any
one share.
2. Please indicate the proxy holder's name and the number of
shares in relation to which they are authorised to act as your
proxy (which, in aggregate, should not exceed the number of shares
held by you) in the boxes indicated on the form of proxy. Please
also indicate if the proxy instruction is one of multiple
instructions being given. To appoint more than one proxy please see
the instructions on the enclosed white form of proxy. All forms
must be signed and should be returned together in the same
envelope.
3. To be valid, the enclosed form of proxy for the meeting
convened by the above notice and any authority under which it is
executed (or a notarially certified copy of such authority) must be
deposited at the Company's registrars' office (Equiniti Limited,
Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA) not
less than 48 hours before the time for holding the meeting.
Completion and return of the form of proxy will not preclude
members from attending and voting in person at the meeting.
However, in light of the ongoing COVID-19 situation, the Company
requests all Shareholders who wish to attend the meeting to wear a
mask and bring evidence of identity and vaccination against
COVID-19.
4. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the time by which a person must be entered on the
register of members in order to have the right to attend and vote
at the General Meeting is 6.30 p.m. on 16 November 2021 or, if the
meeting is adjourned 6.30 p.m. on the date two days prior to the
adjourned meeting. Changes to entries on the register of members
after that time will be disregarded in determining the right of any
person to attend or vote at the meeting.
5. In the case of joint holders, the vote of the senior holder
who tenders a vote whether in person or by proxy will be accepted
to the exclusion of the votes of the other joint holders and for
this purpose seniority will be determined by the order in which the
names stand in the register of members of the Company in respect of
the relevant joint holding.
6. In the case of a corporation, the form of proxy must be
executed under its common seal or signed on its behalf by a duly
authorised attorney or duly authorised officer of the
corporation.
7. CREST shareholders who wish to appoint a proxy or proxies by
utilising the CREST electronic proxy appointment service may do so
for the General Meeting and any adjournment(s) of it by using the
procedures described in the CREST manual (available from
www.euroclear.com). CREST personal members or other CREST sponsored
members, and those CREST shareholders who have appointed a voting
service provider(s), should refer to their CREST sponsor or voting
service provider(s), who will be able to take the appropriate
action on their behalf. In order for a proxy appointment made by
means of CREST to be valid, the appropriate CREST message must be
properly authenticated in accordance with Euroclear UK &
Ireland Limited ("Euroclear UK & Ireland") specifications and
must contain the information required for such instructions, as
described in the CREST manual. The message must be transmitted so
as to be received by the issuer's agent (Equiniti Limited RA19) by
11 a.m. on 16 November 2021. For this purpose, the time of receipt
will be taken to be the time (as determined by the timestamp
applied to the message by the CREST application host) from which
Equiniti is able to retrieve the message by enquiry to CREST in the
manner prescribed by CREST.
8. CREST shareholders and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear UK
& Ireland does not make available special procedures in CREST
for any particular messages. Normal system timings and limitations
will therefore apply in relation to the input of CREST proxy
instructions. It is the responsibility of the CREST shareholder
concerned to take (or if the CREST shareholder is a CREST personal
member or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST Shareholders and, where
applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST proxy instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
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END
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