RE: Angus RNS of SEL buyout24 May 2022 10:34
Acquisition of remaining 49% interest in the Saltfleetby Project
Subscription of £3,000,000
Conditional Subscription of up to a further £3,000,000
Angus Energy Plc (AIM:ANGS) is pleased to announce that it has executed a share purchase agreement ("SPA") to acquire the entire issued share capital of the Company's current joint venture partner in the Saltfleetby Project (the "Project"), Saltfleetby Energy Limited, ("SEL" or the "Target") which owns a 49% working interest in the Project (the "Acquisition") thereby giving Angus Energy a 100% interest in the Project. To fund the Acquisition and other working capital requirements, the Company has concurrently arranged a direct subscription with affiliates of Aleph International Holdings (UK) Limited ("Aleph") pursuant to which Aleph has subscribed for a total of 546,000,000 Ordinary Shares in the Company at a price of 1.09896011 pence, being £6,000,000 (Direct Subscription) split into an initial unconditional tranche of £3,000,000 and a second tranche of £3,000,000 conditional on Shareholder approval.
Summary of the Acquisition
The Company has executed a share purchase agreement to acquire the entire issued share capital of the Target from Forum Energy Services Limited ("Forum" or the "Seller"). The total effective consideration payable pursuant to the SPA is the sum of £14,052,000, which comprises:
· £250,000 to be paid in cash at Completion;
· the issue of 91 million Ordinary Shares at 1.09896011 pence per share (the "Funding Price") at Completion (the "Initial Consideration Shares");
· the issue and allotment of the 546,000,000 Ordinary Shares at a price of 1.2 pence per Ordinary Share (the ("Acquisition Price") at Completion (the "Additional Consideration Shares") which are subject to lock-up provisions detailed below; and
· up to £6,250,000 deferred consideration to be paid in instalments from net cash payments to Angus Energy from the Project through to 31 March 2025 (and subject to an upward or downward net cash adjustment) as and when those payments would have been available to SEL under the Company's Senior Debt Facility of May 2021.
Following completion of the Acquisition, the Group would own a 100% working interest in, and would continue to be operator of, the Saltfleetby Licence.
As a result of the issue of the Initial Consideration Shares and Additional Consideration Shares and following the issue of the Initial Subscription Shares detailed below, Forum, will hold 637,000,000 Ordinary Shares in Angus representing approximately 28% of the Enlarged Issued Share Capital and just under 25% of the Enlarged Issued Share Capital following the issue of the Secondary Subscription Shares below.
Under the terms of the SPA, Forum will also have the right to appoint one director to the Board of Angus Energy which, subject to regulatory checks by the Company's Nominated Adviser, is expected to be Paul Forrest, the beneficial owner of Forum.
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