PGR.L Regulatory News (PGR)

17 Sep 2007 10:39

AIM17 September 2007 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") COMPANY NAME: Ragusa Capital plc to be renamed Andes Energia plc COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES): Register Office:3rd Floor16 Dover StreetLondon W1S 4LRUnited Kingdom Trading Address: Ortiz de Ocampo 31603degrees "B"C1425DST Buenos AriesArgentina COUNTRY OF INCORPORATION: UK COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: www.ragusacapital.co.uk COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BESTATED: Upon Re-admission, which is being sought as a result of a reverse take-over under AIM Rule 14, Ragusa will haveacquired the following utility assets as well as oil and gas exploration interests in Argentina: • 50% indirect interest in SODEM S.A. which has a 51% controlling interest in Empresa Distribuidora de Electricidad de Mendoza S.A. ("EDEMSA"), the main electricity distribution company in the Province of Mendoza; • Option to acquire the remaining 50% indirect interest in SODEM S.A.; • EDEMSA has approximately 337,000 customers and employs approximately 630 people. • Capacity of the EDEMSA distribution system is 1,151 MW and 2006 sales totalled 2,779 GWh. • 100% of Integra Oil S.A., a newly formed company whose principal asset will be its entitlement under a consortium agreement to a 20 per cent. carried working interest and an option to acquire a further 3 per cent. direct working interest in all oil and gas assets acquired by, or already granted to, the consortium of which it is a member; and • 100% of Andes Oil S.A., a recently formed company whose principal asset is its entitlement under certain royalty agreements to a 20 per cent. royalty interest on all hydrocarbons produced under the consortium agreement; • The consortium, together with the operator, Kilwer S.A., has been awarded three exploration licences to date covering a total of seven blocks and measuring over 25,000 km2 within the San Jorge and the Neuquen basins in Argentina; and • Option to acquire a 80% interest in Hidroelectrica de Sur S.A. which owns 59% of Hidroelectrica Ameghino S.A., which has the concession to operate the 60MW Ameghino hydro-electric power plant, located in the Province of Chubut. Upon Re-admission, Ragusa will change its name to Andes Energia plc and will move its head office and principalplace of operation to Buenos Aires, Argentina, where most of the Directors will be based, while continuing tomaintain its Registered Office in London where the Finance Director will be based. Board meetings will be heldoutside the UK. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known,number and type of shares, nominal value and issue price to which it seeks admission and the number and type to beheld as treasury shares): 76,888,889 Ordinary Shares of 10p each comprising 64,888,889 vendor shares and 12,000,000 subscription shares(excludes the 24,015,147 existing ordinary shares). CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: Anticipated market capitalisation of £81.7 million (based on the closing mid-market price of 81p at 14 September2007) with £6.5 million being raised. PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 67% DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY)ARE OR WILL BE ADMITTED OR TRADED: None FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known orincluding any other name by which each is known): Michael Winston Stevens (Executive Chairman)Luis Enrique Alvarez Alvarez Poli Petrungaro (Chief Executive Officer)Nigel John Duxbury (Chief Financial Officer)Neil Arthur Bleasdale (Non-executive Director)Marcelo Alberto Comba (Non-executive Director)Ricardo Nicolas Mallo Huergo (Non-executive Director)Keith Robert Wills (Non-executive Director) FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFOREAND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each isknown): Existing Following Re-admission Name Number of Shares per cent. of issued Number of Shares per cent. of issued share capital share capital Talyn International 6,875,000 28.6 6,875,000 6.8 John Iglehart 3,300,000 13.7 3,300,000 3.3 Lance O'Neill 1,705,000 7.1 1,705,000 1.7 John Martin 1,512,500 6.3 1,512,500 1.5 Credit Agricole 843,186 3.5 843,186 0.8 Cheuvreux S.A. Jose Luis Manzano - - 18,989,630** 18.8 Jorge Aidar Bestene - - 3,173,333*** 3.1 Daniel Vila - - 5,925,926**** 5.9 Alfredo Vila - - 5,925,926**** 5.9 Luis Nofal - - 9,896,296 9.8 Michael Stevens - - 6,066,667* 6.0 Ketsal S.A. - - 16,711,111 16.6 Notes:* These shares are held through Commtel Holdings Corp. In addition, Michael Stevens will have a 3.31 per cent indirect economic interest in the Company through Commtel Holdings Corp 20 per cent. interest in the issued share capital of Ketsal S.A.** Jose Luis Manzano has an indirect economic interest of 0.72% in the Company held through Ketsal S.A. and Integra Investment S.A.*** Jorge Aidar Bestene has an indirect economic interest of 0.64 per cent. through Ketsal S.A.**** Daniel Vila and Alfredo Vila each have an indirect economic interest of 0.64% in the Company held through Ketsal S.A. and Integra Investment S.A. NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: In connection with the proposed acquisition of the utility assets as well as oil and gas exploration interests inArgentina, the following Directors and Proposed Directors are receiving the following bonus payments: Nigel Duxbury - £100,000Keith Wills - £100,000Luis Alvarez Poli Petrungaro - USD90,000*Neil Bleasdale - USD40,000*Nicolas Mallo Huergo - USD30,000*Marcelo Comba - USD30,000* * Net of deductions, withholding taxes, retentions, taxes, etc. (i) ANTICIPATED ACCOUNTING REFERENCE DATE(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED(iii)DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:(i) 31 December(ii) 31 December 2006(iii)Next three results to be published on:a) Interim results for 6 months to 30 June 2007 by 30 September 2007b) Annual results for 12 months to 31 December 2007 by 30 June 2008b) Interim results for 6 months to 30 June 2008 by 30 September 2008 EXPECTED ADMISSION DATE: 2 October 2007 NAME AND ADDRESS OF NOMINATED ADVISER: Arbuthnot Securities LimitedArbuthnot House20 Ropemaker StreetLondon,EC2Y 9AR NAME AND ADDRESS OF BROKER: Arbuthnot Securities LimitedArbuthnot House20 Ropemaker StreetLondon,EC2Y 9AR OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENTWILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSIONOF ITS SECURITIES: A copy of the Re-admission document containing full details of the applicant and the admission of its securities isavailable at www.ragusacapital.co.uk DATE OF NOTIFICATION: 17 September 2007 NEW/ UPDATE: New This information is provided by RNS The company news service from the London Stock Exchange