16 Apr 2021 10:16
16 April 2021
Advance Energy plc
("Advance Energy" or the "Company")
Results of EGM
Advance Energy plc (AIM:ADV), the energy company seeking growth through acquisition or farm-in to non-operated interests in discovered upstream projects, is pleased to announce that at the Company's Extraordinary General Meeting held earlier today ("EGM"), all resolutions proposed were duly passed. The resolutions were put to shareholders via a poll, the results of which were as follows:
Resolution | Poll Results | |||||
For | Against | Abstain | Discretionary | Total | ||
1 | Shares | 240,227,750 | - | - | - | 240,227,750 |
% | 100% | - | - | - | 100% | |
2 | Shares | 240,227,750 | - | - | - | 240,227,750 |
% | 100% | - | - | - | 100% | |
3 | Shares | 240,227,750 | - | - | - | 240,227,750 |
% | 100% | - | - | - | 100% | |
4 | Shares | 240,227,727 | - | 23 | - | 240,227,750 |
% | 100% | - | 0% | - | 100% | |
5 | Shares | 240,227,727 | 23 | - | - | 240,227,750 |
% | 100% | 0% | - | - | 100% | |
Accordingly, the Amended Articles have been adopted and the Capital Consolidation, whereby shareholders will be issued one new ordinary share of no par value ("New Ordinary Share") for every 10 existing ordinary shares of no par value (the "Existing Ordinary Share"), will take effect at the close of business (London time) today.
The Existing Ordinary Shares will be cancelled from trading on AIM and the New Ordinary Shares, including the Accrued Director Fee Shares, and the Placing Shares, are expected to be admitted to trading on AIM with effect from 8.00 a.m. on 19 April 2021 under the new ISIN of IM00BKSCP798. Following Admission, the Company will have up to 1,027,614,008 New Ordinary Shares in issue. The final number of New Ordinary Shares in issue on Admission, which is dependent on the number of fractional entitlements created as a result of the Capital Consolidation (which will be cancelled), will be confirmed this evening following the Record Date and announced prior to Admission on the morning of Monday, 19 April 2021.
In addition, on Admission, the following Proposals will become unconditional in all respects:
· The Acquisition by the Company of a 50 per cent. equity interest in Carnarvon Petroleum Timor (with the shares in CPT to be released from escrow on transfer of funds to CPT, which will be confirmed by way of announcement next week); and
· The issue of 840,100,000 Placing Shares and the 15,672,310 Accrued Director Fee Shares; and
· The appointment of Stephen Whyte and Larry Bottomley to the Board as independent Non-executive directors.
Director Shareholdings
Further to the passing of, inter alia, Resolution 2, the Placing Shares and the Accrued Director Fee Shares will now be issued and the resultant beneficial interests in the Company's New Ordinary Shares of the relevant individuals on Admission will be as set out below:
Director/Senior Manager | Number of Existing New Ordinary Shares | Accrued Director Fee Shares | Placing Shares | Number of New Ordinary Shares on Admission | Percentage of Enlarged Share Capital (%) |
Mark Rollins | 13,983,333 | 5,804,320 | 9,615,500 | 29,403,153 | 2.86 |
Leslie Peterkin | 13,883,333 | 5,804,320 | 6,923,500 | 26,611,153 | 2.59 |
Stephen West | 879,920 | 4,063,670 | - | 4,943,590 | 0.48 |
Stephen Whyte(1) | 391,266 | - | - | 391,266 | 0.04 |
Ross Warner | 205,287 | - | - | 205,287 | 0.02 |
Larry Bottomley | - | - | - | - | - |
Anthony John Battrick | 6,666,666 | - | - | 6,666,666 | 0.65 |
(1) Stephen Whyte's shareholding is held in the name of Nicola Louise Whyte
Further to the passing of the Proposals, 83,710,000 Options over New Ordinary Shares have been granted to directors and certain senior management. The number of Options over New Ordinary Shares granted to each recipient is as set out below:
Names | Number of Options |
Mark Rollins | 19,840,000 |
Leslie Peterkin | 24,450,000 |
Stephen West | 19,840,000 |
Ross Warner | 3,930,000 |
Larry Bottomley | 1,670,000 |
Stephen Whyte | 1,670,000 |
Anthony John Battrick | 12,310,000 |
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the up to 1,027,614,008 New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 19 April 2021. The New Ordinary Shares will trade under the new ISIN of IM00BKSCP798.
The number of New Ordinary Shares with voting rights in issue on Admission will be confirmed prior to Admission, as noted above. There are no Ordinary Shares held in treasury.
Capitalised terms used in this announcement carry the same meanings as those ascribed to them in the Company's Admission Document dated 31 March 2021 and/or the Company's announcement of 31 March 2021, unless the context requires otherwise.
The Admission Document and further information on the Company can be found on Advance Energy's website at: www.advanceplc.com
Leslie Peterkin, Chief Executive Officer of Advance Energy, commented:
"We are delighted to have received the requisite shareholder approval to complete this transaction. In a little over a year we have established a new company, with a compelling growth strategy, and executed a transformative transaction that sets the Company up for an active year and provides us with a strong platform for long-term growth. We can now begin working closely alongside our joint venture partner Carnarvon as we plan for the fully funded B-10 well in Q4 this year which has the potential to be a major value catalyst for Advance Energy. We also continue to screen other strategically complementary opportunities as we seek to assemble a diverse portfolio and achieve our ambitious growth objectives."
Enquiries:
Advance Energy plc | |
Leslie Peterkin (CEO) / Stephen West (CFO) | +44 (0) 1624 681 250 |
Strand Hanson Limited (Financial and Nominated Adviser) | |
Rory Murphy / James Harris / James Bellman / Georgia Langoulant | +44 (0) 20 7409 3494 |
Buchanan (Public Relations) | |
Ben Romney / Kelsey Traynor | +44 (0) 20 7466 5000 |
Tennyson Securities (Joint Broker) | |
Peter Krens / Ed Haig-Thomas | +44 (0)20 7186 9030 |
Optiva Securities Limited (Joint Broker) | |
Christian Dennis | +44 (0) 20 3411 1881 |
For further information, please visit www.advanceplc.com and @advanceplc on Twitter
To register for Advance Energy's email alerts, please complete the following form: https://www.advanceplc.com/media-centre/news/#alerts
Additional Information on Mr. Stephen Whyte (aged 55)
Current Directorships | Past Directorships |
Echo Energy plc | Genel Energy Plc |
Kazmunaygas NC | |
Mckechnie Oil Limited | |
Peturos Oil & Gas Limited | |
Sound Energy plc |
Additional Information on Mr. Larry Bottomley (aged 63)
Current Directorships | Past Directorships |
Chariot Oil & Gas Finance (Brazil) Limited | |
Chariot Oil & Gas Holdings (Morocco) Limited | |
Chariot Oil & Gas Investments (Brazil) Limited | |
Chariot Oil & Gas Investments | |
(Mauritania) Limited | |
Chariot Oil & Gas Investments | |
(Morocco) Limited | |
Chariot Oil & Gas Investments (Namibia) Limited | |
Chariot Oil & Gas Limited | |
Chariot Oil & Gas Statistics Limited | |
Enigma Oil & Gas Exploration (Pty) Limited | |
Enigma Oil & Gas Fifteen (Pty) Limited | |
Enigma Oil & Gas Fourteen (Pty) Limited | |
Enigma Oil & Gas Nineteen (Pty) Limited |
There is no further information to be disclosed on Mr. Stephen Whyte and Mr. Larry Bottomley pursuant to paragraph (g) of Schedule 2 of the AIM Rules.
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail:
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Mark Rollins | |
2 | Reason for the notification | ||
a) | Position/status | Non-Executive Chairman | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Advance Energy plc | |
b) | LEI | 213800TZWOYU7UFZ5V63 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of nil par value
ISIN: IM00BKSCP798 | |
b) | Nature of the transaction | (a) Conversion of fees to ordinary shares (b) Purchase of ordinary shares | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| (a) 2.6 pence per share (b) 2.6 pence per share
| (a) 5,804,320 (b) 9,615,500
| |
d | Aggregated information - Aggregated volume - Price |
- 15,419,820 - 2.6 pence | |
e) | Date of the transactions | 16 April 2021 | |
f) | Place of the transactions | Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Leslie Peterkin | |
2 | Reason for the notification | ||
a) | Position/status | Chief Executive Officer & Executive Director | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Advance Energy plc | |
b) | LEI | 213800TZWOYU7UFZ5V63 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of nil par value
ISIN: IM00BKSCP798 | |
b) | Nature of the transaction | (a) Conversion of fees to ordinary shares (b) Purchase of ordinary shares | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| (a) 2.6 pence per share (b) 2.6 pence per share
| (a) 5,804,320 (b) 6,923,500
| |
d | Aggregated information - Aggregated volume - Price |
- 12,727,820 - 2.6 pence | |
e) | Date of the transactions | 16 April 2021 | |
f) | Place of the transactions | Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Stephen West | |
2 | Reason for the notification | ||
a) | Position/status | Chief Financial Officer | |
b) | Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Advance Energy plc | |
b) | LEI | 213800TZWOYU7UFZ5V63 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of nil par value
ISIN: IM00BKSCP798 | |
b) | Nature of the transaction | (a) Conversion of fees to ordinary shares | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| (a) 2.6 pence per share | (a) 4,063,670
| |
d | Aggregated information - Aggregated volume - Price |
- 4,063,670 - 2.6 pence | |
e) | Date of the transactions | 16 April 2021 | |
f) | Place of the transactions | Outside a trading venue | |