ADV.L Regulatory News (ADV)

Andalas Energy and Power Plc - Issue of Zero Coupon Loan Note

PR Newswire

London, March 31

31 March 2016

Andalas Energy and Power Plc

(“ADL” or the “Company”)

Issue of Zero Coupon Loan Note

Andalas Energy and Power Plc is pleased to announce it has raised £500,000 (gross) via the issue of a zero coupon loan note (“the Note”). The proceeds of the Note will help fund the costs associated with the ongoing AIM Readmission process, and will also allow the Company to continue with its planning and preparations to drill its well under its farm-in agreement at the Tuba Obi East Technical Assistance Contract (“TOE” or “the Concession”).

The Company has agreed to issue a zero coupon convertible bond with a par value of £600,000 to institutional and retail investors introduced by Cornhill Capital Limited (‘Cornhill’) and through direct subscriptions with the Company. The Note will be divided into individual bonds with a par value of £1,000 each, all of which are to be issued on 31 March 2016 on receipt of the full cash proceeds. Under the terms of the Note, for each £1,000 bond issued, ADL will receive 83.33% of the par value, equivalent to £833.33 per bond.

The bonds are convertible into new Ordinary Shares in ADL, and the conversion price will be calculated as detailed below. The Company continues to work towards publishing an admission document and the readmission to trading of the Company’s ordinary shares on AIM and looks forward to providing shareholders with further information in due course.

Andalas CEO, David Whitby, said “We are delighted that both new and existing investors continue to support our efforts to build an Indonesian focussed energy company. We are continuing to work towards publishing our admission document, as we look to cement the excellent progress that Andalas has made since I joined in June 2015.

“Importantly, these funds will allow us to continue with well planning and permitting on TOE, and just as importantly continue to fund our efforts as we seek to bring ADL back to market as an Indonesian focused energy and power company.”

Details of the convertible loan notes

The £600,000 convertible loan note will be divided into individual bonds with a par value of £1,000 each, all of which are to be issued on receipt of the full cash proceeds. Under the terms of the Note, for each £1,000 bond issued, ADL will receive 83.33% of the par value, equivalent to £833.33 per bond.

The conversion price is set dependent on the outcome of the current readmission process.

(a) following successful completion of the reverse takeover with an associated equity fund raise of a minimum £500,000 the Loan Notes will convert at the same price as the issue price in the equity fund raise.

(b) In all other re-admission scenarios the Loan Notes will convert on the fifteenth business day immediately following the lifting of suspension or the date of re-admission at a price calculated as ninety per cent. (90%) of the VWAP per Ordinary Share for the lowest successive three (3) day trading period out of the fifteen (15) trading days immediately following AIM Re-admission or the lifting of Suspension;

In the event that conversion has not occurred by 31 July 2016 then the loan notes will not convert and will rank alongside all other unsecured creditors of the Company.

For every five shares issued on conversion of the loan notes held by investors subscribing through Cornhill, Cornhill shall receive one warrant convertible into the ordinary share capital of the Company at the price at which conversion occurs, valid for five years.

**ENDS**

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