14 Aug 2017 14:50
Andalas Energy and Power Plc - Settlement of loan note, placing and notice of EGMAndalas Energy and Power Plc - Settlement of loan note, placing and notice of EGM
PR Newswire
London, August 14
Andalas Energy and Power Plc
(‘Andalas’, or the ‘Company’)
Settlement of loan note, placing and notice of EGM
Andalas Energy and Power plc (AIM:ADL) is pleased to announce that it has conditionally raised £1,050,000 via a placing (‘Placing’) of 1,615,384,615 ordinary shares of nil par value (‘Placing Shares’) at a price of 0.065 pence per share.
The proceeds will be used to repay the outstanding Sandabel Capital LP loan note. Andalas will also use the proceeds to fund its ongoing work programme with PT PP Energi (“PP Energi”), a subsidiary of PT PP (Persero) Tbk (‘PTPP’), the Indonesian state-owned construction and engineering company, to advance a 30+MW independent gas-fired wellhead power facility in Jambi Province, South Sumatra, and also to develop further projects.
David Whitby, CEO of Andalas Energy and Power plc commented: "Following the recent announcement of our first project with PP Energi, this placing strengthens our balance sheet by fully settling the outstanding loan note with Sandabel Capital. At the same time it provides the Company with additional funds as we look to progress both the Jambi-1 development project with PP Energi as well as other potential opportunities being developed with Pertamina, Indonesia’s national energy company."
Posting of Shareholder Circular and Notice of Extraordinary General Meeting (“EGM”)
The Placing comprises a placing of 900,000,000 shares (£585,000) placed pursuant to existing authorities granted to the Directors (“Unconditional Placing Shares”) and a placing of 715,384,615 shares (£465,000) (“Conditional Placing Shares”) conditional, inter alia, on the passing of a relevant resolution at an extraordinary general meeting of the Company ("EGM"). A circular containing a Notice of EGM will be sent to shareholders on Tuesday 15 August 2017.
Shareholders should read the full text of the Notice of EGM. A copy of the Notice of EGM is available on the Company's website (www.andalasenergy.co.uk) and is available for inspection at the Company's registered office at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP.
The EGM will be held at 11am on 31 August 2017 at the Company's registered office at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP. The purpose of the EGM is to consider and, if thought fit, to pass the resolutions necessary to authorise and issue the Conditional Placing Shares.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that dealings in the Unconditional Placing Shares will commence on or about 17 August 2017 (“First Admission”) and it is expected that dealings in the Conditional Placing Shares will commence on or around 31 August 2017 (“Second Admission”) subject to the passing of the necessary Resolutions at the EGM.
In connection with the Placing, the Company has agreed to issue 161,538,462 5 year warrants to third parties, with an exercise price of 0.065 pence per warrant, following the passing the EGM resolutions.
Total voting rights
Following the First Admission but before the Second Admission, the Company's issued share capital will consist of 3,993,167,975 ordinary shares of nil par value ("Ordinary Shares"), with each Ordinary Share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. This figure of 3,993,167,975 Ordinary Shares may therefore be used by shareholders in the Company, between the dates of First Admission and Second Admission, as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules ("DTRs").
Following the Second Admission the Company's issued share capital will consist of 4,708,552,590 Ordinary Shares, with each Ordinary Share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. This figure of 4,708,552,590 Ordinary Shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the DTRs.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Announcement of the Placing | 14 August 2017 |
| First Admission and commencement of dealings in the Unconditional Placing Shares | on or around 17 August 2017 |
| Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting | 11 a.m. on 29 August 2017 |
| Extraordinary General Meeting | 11 a.m. on 31 August 2017 |
| Second Admission, completion of the Placing and commencement of dealings in the Conditional Placing Shares | on or around 5 September 2017 |
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR). Upon the publication of this announcement via a Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
For further information, please contact:
| David Whitby | Andalas Energy and Power Plc | Tel: +62 21 2783 2316 |
| Sarah Wharry | Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker) | Tel: +44 20 7894 7000 |
| Jon Belliss | Beaufort Securities Limited (Joint Broker) | Tel: +44 20 7382 8415 |
| Frank Buhagiar Susie Geliher | St Brides Partners Limited | Tel: +44 20 7236 1177 |
**ENDS**
Notes for Editors:
Andalas Energy and Power plc
Andalas is a developer of independent power generation capacity in Indonesia. It has partnered with key Indonesian State-owned enterprises, PT Pertamina (Persero) and PT PP Energi (“PPE”). Andalas and PPE are developing their first project, Jambi-1, a 30+MW power project in Jambi Provence, South Sumatra. Andalas is seeking to develop a series of power projects with a total generating capacity of more than 500MW.
PT Pertamina (Persero) (“Pertamina”) – Indonesia’s World Class National Oil Company
Today Pertamina is ranked 230 on the Global Fortune 500 of companies generating over US$41 billion in revenue and with some US$45.5 billion in assets in 2015. It has interests in over 230,000 square kilometres of acreage, has over 5 billion barrels of oil equivalent (‘boe’) in proven and probable (2P) reserves, and in 1H 2016 its production reached 640,000 boe per day, equating to over 50% of Indonesia’s total hydrocarbon production. Pertamina’s business is fully integrated and includes a significant power business. Pertamina are the lead developer of the recently approved Jawa-1 (1,760MW) power plant and have a further 235 MW of geothermal power plants in operation or being commissioned throughout Indonesia.
PT PP (Persero) Tbk (“PTPP”) – Indonesia’s state owned engineering and construction group
PTPP is the parent company of PT PP Energi (“PPE”). PTPP, is an Indonesian state-owned enterprise that is listed on the Indonesian Stock Exchange with a market capitalisation of approximately US$1.4 billion and generated revenue of US$1.2 billion in 2016. The PTPP group is one of the largest construction and investment groups in Indonesia and is considered a preeminent engineering procurement and construction (‘EPC’) contractor of Indonesian independent power producer projects. PTPP group has a strong relationship with the national power company, PLN, having constructed 14 power projects for PLN totalling 2,168 MW since 2012.