15 Feb 2019 16:08
15 February 2019
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
EDENVILLE ENERGY PLC
("Edenville" or the "Company")
Result of General Meeting & Open Offer
Edenville Energy Plc (AIM: EDL), the AIM quoted company developing a coal project in southwest Tanzania, announces that at the General Meeting of the Company held earlier today in London, all resolutions put to shareholders were duly passed.
The votes were cast as follows in respect of Shareholders who have appointed the Chairman of the General Meeting as their proxy:
Resolution |
Votes for |
% |
Discretionary votes |
% |
Votes against |
% |
Votes withheld |
1 | 138,417,399 | 89.49 | 6,485,722 | 4.19 | 9,773,627 | 6.32 | 43,353,520 |
2 | 142,630,311 | 92.21 | 6,485,722 | 4.19 | 5,560,715 | 3.6 | 43,353,520 |
3 | 129,220,836 | 83.55 | 6,485,722 | 4.19 | 18,970,190 | 12.26 | 43,353,520 |
4 | 134,984,279 | 87.27 | 6,485,722 | 4.19 | 13,206,747 | 8.54 | 43,353,520 |
5 | 134,984,279 | 87.27 | 6,485,722 | 4.19 | 13,206,747 | 8.54 | 43,353,520 |
In addition, the Company announces the results of its Open Offer to raise up to £619,099 which was announced on 30 January 2019 and closed for acceptances, in accordance with its terms, at 11.00 a.m. on 14 February 2019.
The Company announces that it has received valid acceptances and excess applications from Qualifying Shareholders for a total of 52,015,192 Open Offer Shares pursuant to the terms of the Open Offer. As a result, a total of 52,015,192 Open Offer Shares will be issued to those Shareholders that participated in the Open Offer, raising gross proceeds of approximately £62,418. In addition, the Company has raised a further £15,000 following the issue of 12,500,000 Director Subscription Shares to Jeffrey Malaihollo, the Company's Chairman (the "Director Subscription").
The net proceeds of the Open Offer and the Director Subscription will provide the Company with additional working capital.
Directors' Participations in the Open Offer and Director Subscription Shares
The Company confirms that Rufus Short, the Company's CEO, subscribed for a total of 8,333,333 Open Offer Shares. In addition, Jeffrey Malaihollo the Company's Chairman, who was not eligible to apply for Open Offer Shares, has subscribed for 12,500,000 Director Subscription Shares.
Following the admission of the Open Offer Shares, the Director Subscription Shares and the Collateral Shares (see below) (together the "New Ordinary Shares") to trading on AIM ("Admission"), the holdings of the Directors in the enlarged issued share capital of the Company will be as follows:
Director | Number of Ordinary Shares currently held | Number of Open Offer Shares or Director Subscription Shares subscribed for | Holding following Admission | Percentage holding of Enlarged Share Capital |
Rufus Short | 3,333,428 | 8,333,333 | 11,666,761 | 0.71% |
Jeffrey Malaihollo | 0 | 12,500,000 | 12,500,000 | 0.76% |
Arun Srivastava, the Company's Non-Executive Director, does not currently hold any Ordinary Shares.
Collateral Shares
The Company will now issue 36,000,000 Ordinary Shares to Lind as collateral for advancing funds pursuant to the terms of the Funding Agreement between Lind and the Company (the "Collateral Shares"). Lind will subscribe for the Collateral Shares at their nominal value of 0.02p per Ordinary Share. In addition, the options granted to Lind on 5 November 2018 to acquire a further 99,568,966 Ordinary Shares are now exercisable.
Provided all funds advanced to the Company have been repaid, Lind is required to transfer the Collateral Shares back to the Company after expiry of the term of the Funding Agreement. Lind may however at any time elect to own the Collateral Shares outright by paying the difference between the nominal value and the average five-day VWAP chosen by Lind during the 20 consecutive Business Days before making any such election.
Following the issue of the Collateral Shares and together with the options held by Lind, Lind will own a total of 36,000,000 Ordinary Shares in the Company's enlarged issued share capital along with 99,568,966 options over Ordinary Shares. Lind has also advanced a loan to the Company which has a face value of US$900,000 and may be converted at any time by Lind into Ordinary Shares at a conversion price of 0.29p per Ordinary Share.
Admission to Trading on AIM and Total Voting Rights
Application has been made for the 100,515,192 New Ordinary Shares, which will rank pari passu with the Company's issued Ordinary Shares, to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 20 February 2019.
Following the issue of the New Ordinary Shares, the Company will have 1,648,261,562 Ordinary Shares in issue. No Ordinary Shares are held in treasury. The figure of 1,648,261,562 Ordinary Shares may be used by the Company's shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the circular of the Company dated 30 January 2019.
For further information please contact:
Edenville Energy Plc Jeff Malaihollo - Chairman Rufus Short - CEO
| +44 (0) 20 3934 6630 |
SP Angel Corporate Finance LLP (Nominated Adviser and Broker) David Hignell Jamie Spotswood Abigail Wayne
|
+44 (0) 20 3470 0470 |
IFC Advisory (Financial PR and IR) Tim Metcalfe Graham Herring Heather Armstrong | +44 (0) 20 3934 6630 |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Rufus Short
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| CEO
| |||
b)
| Initial notification /Amendment
| Initial Notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Edenville Energy plc | |||
b)
| LEI
| 213800DBIRLNVAHNDU21 | |||
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 | Ordinary Shares of 0.02p each | |||
Identification code | GB00BFMX4873 | ||||
b)
| Nature of the transaction
| Participation in Open Offer
| |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
0.12p | 8,333,333 | ||||
d)
| Aggregated information | ||||
n/a - single transaction | |||||
- Aggregated volume | |||||
- Price | |||||
e)
| Date of the transaction
| 15 February 2019 | |||
f)
| Place of the transaction
| Outside a trading venue | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Jeffrey Malaihollo
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Chairman | |||
b)
| Initial notification /Amendment
| Initial Notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Edenville Energy plc | |||
b)
| LEI
| 213800DBIRLNVAHNDU21 | |||
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 | Ordinary Shares of 0.02p each | |||
Identification code | GB00BD0S4T13 | ||||
b)
| Nature of the transaction
| Direct Subscription | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
0.12p | 12,500,000 | ||||
d)
| Aggregated information | ||||
n/a - single transaction | |||||
- Aggregated volume | |||||
- Price | |||||
e)
| Date of the transaction
| 15 February 2019 | |||
f)
| Place of the transaction
| Outside a trading venue | |||