AIM Schedule One - Saffron Energy Plc (5049I)
March 22 2018 - 3:00AM
UK Regulatory
TIDMSRON
RNS Number : 5049I
AIM
22 March 2018
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT
PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2
OF THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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Saffron Energy Plc (the "Company") to be renamed
Coro Energy Plc
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT,
COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
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Registered Address:
The Junction
Station Road,
Watford
WD17 1EU
Trading Address:
Via Francesco Crispi 90
00187
Rome
Italy
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COUNTRY OF INCORPORATION:
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Incorporated in England and Wales with registered
number 10472005.
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION
REQUIRED BY AIM RULE 26:
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www.saffronenergy.co.uk
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF
OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY,
DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION
IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER
UNDER RULE 14, THIS SHOULD BE STATED:
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Saffron Energy Plc is a natural gas producer
with interests in Italy which is the Company's
main country of operation.
On 22 January, the Company entered into a binding
agreement with Sound Energy plc ("Sound") under
which it is proposed that Saffron would acquire
Sound's portfolio of Italian interests and permits
(the "Acquisition") and to seek re-admission
to AIM under its proposed new name of Coro Energy
plc ("Coro"). As the proposed Acquisition represents
a reverse takeover, as required by the AIM Rules
for Companies, trading in the Company's Ordinary
Shares on AIM was suspended pending publication
of an AIM admission document.
Following the proposed Acquisition, the Company
will become the owner and operator of a portfolio
of production and development assets in Italy.
The Company intends to follow a combined European
and South East Asian regional exploration strategy
focused on multi trillion cubic feet, low cost,
onshore gas piped to high value, growing markets
with a view to building a full-cycle exploration
and production gas company.
In order to implement its strategy, the Company
will continue to develop its Italian assets
after Admission and to acquire additional assets
in Europe and South East Asia which enhance
its portfolio and where there are operating
and other synergies.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING
ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES
(i.e. where known, number and type of shares,
nominal value and issue price to which it seeks
admission and the number and type to be held
as treasury shares):
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716,809,735 ordinary shares of 0.1 pence each
("Ordinary Shares") to be admitted to trading,
including 516,809,735 Ordinary Shares to be
issued at Admission at a price of 4.38 pence
per Ordinary Share.
There are no restrictions as to transferability
of the Ordinary Shares.
No Ordinary Shares will be held in treasury
on Admission.
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CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY
OFFERING) AND ANTICIPATED MARKET CAPITALISATION
ON ADMISSION:
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Capital raised on admission: GBP13.44 million
Anticipated market capitalisation at the Placing
and Subscription Price: GBP31.40 million
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS
AT ADMISSION:
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23.02%
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM
TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES
OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
--------------------------------------------------------
N/A
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED
DIRECTORS (underlining the first name by which
each is known or including any other name by
which each is known):
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Directors
James Parsons - Independent Non-executive Chairman
Sara Melinda Edmonson* - Chief Executive Officer
Marco Fumagalli - Non-executive Director
Fiona Margaret Barkham (professional name: MacAulay,
former names MacAulay and Oxley) - Independent
Non-executive Director
Ilham Akbar Habibie - Independent Non-executive
Director
David Robertson Garland** - Independent Non-executive
Director
*To become Deputy Chief Executive Officer on
1 May 2018
**To retire from the board on Admission.
Proposed Director
James Graeme Menzies*** - Chief Executive Officer
***To be appointed to the board on 1 May 2018
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS
EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE
CAPITAL, BEFORE AND AFTER ADMISSION (underlining
the first name by which each is known or including
any other name by which each is known):
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Before Admission
Po Valley Energy Limited - 50%
CIP Merchant Capital Ltd - 7.05 %
After Admission
CIP Merchant Capital Ltd - 21.02%
Po Valley Energy Limited* - 13.95%
Lombard Odier Asset Management (USA) - 1798
Volatis Fund Limited - 6.99%
Cazadores Investments Ltd. - 4.78%
Lombard Odier Asset Management (USA) - LMAP
EPSILON Limited - 4.40%
Lombard Odier Asset Management (USA) - 1798
UK Small Cap Best Ideas Fund Ltd - 3.50%
*Assuming that Po Valley Energy Limited does
not distribute its shares by way of capital
reduction. Should Po Valley Energy Limited proceed
with a capital reduction, which it is expected
to do shortly after Admission and assuming Po
Valley Energy Limited distributes the Ordinary
Shares it currently holds in full, Michael Masterman
would hold 3.69% of the issued share capital
and Kevin Bailey would hold 3.12%.
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE
WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
--------------------------------------------------------
CIP Merchant Capital Ltd
Southsea Consulting Limited
Lombard Odier Asset Management (USA) - 1798
Volatis Fund Limited
Lombard Odier Asset Management (USA) - LMAP
EPSILON Limited
Lombard Odier Asset Management (USA) - 1798
UK Small Cap Best Ideas Fund Ltd
Baron Lux LLP
Cassiopeia Services Ltd
Holly Financial Trading Limited
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION
IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
(this may be represented by unaudited interim
financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST
THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
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(i) 31 December
(ii) 30 June 2017
(iii) Audited accounts to 31 December 2017 (30
June 2018), Interim accounts to 30 June 2018
(30 September 2018), Audited accounts to 31
December 2018 (30 June 2019)
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EXPECTED ADMISSION DATE:
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9 April 2018
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Grant Thornton UK LLP
30 Finsbury Square
London
EC2A 1AG
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NAME AND ADDRESS OF BROKER:
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Turner Pope Investments (TPI) Ltd
1st Floor
5 Old Bailey
London
EC4R 8DD
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT,
DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS)
THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION
OF ITS SECURITIES:
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N/A
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THE CORPORATE GOVERNANCE CODE THE APPLICANT
HAS DECIDED TO APPLY
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The QCA Corporate Governance Code for Small
and Mid-Size Quoted Companies
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DATE OF NOTIFICATION:
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22 March 2018
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NEW/ UPDATE:
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New
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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