PPC.L Regulatory News (PPC)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of President Energy PLC or other evaluation of any securities of President Energy PLC or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

04 November 2015

PRESIDENT ENERGY PLC

(Incorporated in England and Wales with registered no. 5104249)

("President" or the "Company")

Finalisation of Loan Restructuring and Completion of Equity Placing

Further to the announcement made earlier today, President Energy (AIM: PPC) is pleased to announce the finalisation of the proposed restructuring of the Company's existing unsecured loan facility ("Loan Facility") with IYA Global Limited ("IYA") per the terms detailed in the previous announcement, as well as the completion of the US$5.0 million non-brokered equity subscription ("Subscription") through the issue of 45,801,280 new Ordinary Shares at a subscription price of 7.075 pence per share ("the Subscription Price").

The Subscription Price is at a small premium to yesterday's closing mid-market price of the Company's Ordinary Shares on 3 November 2015.

Peter Levine, Executive Chairman and CEO, commented:

"We are pleased with the support shown from our leading shareholders in connection with this transaction. The loan restructuring and equity subscription places the Company on a firm financial platform to deliver its strategy and realisation of value. The existing shareholder loan with IYA has served as a financial backstop for the Company but needed to be resized to balance the capital structure of the company in this lower oil price environment.

We look forward to progressing our operational goals of increasing production from our significant reserve base and taking the strategic steps to realise the significant upside opportunities in Paraguay and Argentina."

After the issue of the 45,801,280 new Ordinary Shares pursuant to the Subscription and the re-designation and transfer of US$0.27 million aggregate drawn principal amount that is outstanding under the Loan Facility into an unsecured convertible loan held by IYA ("Convertible Loan"), the Directors will have exhausted their existing authorities to allot shares and grant rights to subscribe for or convert securities into shares for cash on a non pre-emptive basis.

As such, completion of the redesignation and transfer of up to US$3.73 million under the Loan Facility into the Convertible Loan held by IYA shall be conditional upon shareholder approval being given at a General Meeting of the Company. The Directors are also proposing to seek shareholder approval to maintain the current level of general share authorities over the Company's enlarged share capital, post completion of the Subscription. A circular containing a notice convening the General Meeting, to be held at the offices of Bell Pottinger, Holborn Gate, 330 High Holborn, London, WC1V 7QD on or around 24 November 2015 at 10.00 a.m., will be dispatched to shareholders shortly.

PLLG Investments Limited ("PLLG") is an entity beneficially owned by Peter Levine, the Company's Executive Chairman and Chief Executive Officer. PLLG has agreed to subscribe for 24,457,884 new Ordinary Shares at the Subscription Price, amounting to US$2,670,000 in aggregate. Of this amount, US$1.5 million of those funds will be subscribed through capitalising outstanding drawn amounts under the Loan Facility ("Loan Capitalisation"). As a consequence of this, and the Convertible Loan, the drawn balance of the existing Loan Facility will be reduced to US$5.6 million from US$11.1 million.

Following completion of the Subscription and the Loan Restructuring, Peter Levine will hold (through PLLG) a beneficial interest in 117,251,548 Ordinary Shares (representing approximately 22.32% of the enlarged issued share capital at the time of Admission). In addition, assuming shareholder approval is given at the General Meeting in respect of the re-designation and transfer of the full US$4.0 million under the existing Loan Facility into the Convertible Loan, Peter Levine will hold an interest in a further 57,179,781 Ordinary Shares under the Convertible Loan and certain existing options and warrants he also holds over shares in the Company.

Following completion of the Subscription, the Company will have 525,320,628 Ordinary Shares in issue and this number may be used as the denominator for the calculations for shareholders to determine whether they are required to notify their holdings or any change in their holdings under the Disclosure and Transparency Rules. The Company does not hold any shares in Treasury.

The transfer of the sum of US$4.0 million (being part of the drawn principal amounts outstanding under the Loan Facility) to the Convertible Loan on the terms referred to in this Announcement, the extension of the Loan Facility, the Loan Capitalisation and PLLG's participation in the Subscription are classified as a related party transaction under the AIM Rules. The Directors, excluding Peter Levine who is not considered to be independent by virtue of his relationship with IYA, having consulted with RBC Europe Limited (known as RBC Capital Markets) in its capacity as the Company's nominated adviser, consider that the terms of the Convertible Loan, IYA loan extension, the Loan Capitalisation and PLLG's participation in the Subscription are fair and reasonable in so far as the Company's shareholders are concerned.

Application has been made to the London Stock Exchange for the new Ordinary Shares to be issued pursuant to the Subscription to be admitted to trading on AIM. It is expected that Admission will become effective on 9 November 2015 and that dealings for normal settlement in the new Ordinary Shares that have been subscribed for pursuant to the Subscription will commence at 8.00 a.m. on 9 November 2015.

For further information contact:

IMPORTANT NOTICES

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. President cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the future performance of the Company's principal subsidiary undertakings, the on-going exploration and appraisal of the Group's portfolio of assets, the timing of the commencement of any development of and future production (if any) from those assets and the sustainability of that production, the ability of the Group to discover new reserves, the prices achievable by the Group in respect of any future production, the costs of exploration, development or production, future foreign exchange rates, interest rates and currency controls, the future political and fiscal regimes in the overseas markets in which the Group operates, the Group's future financial position, plans and objectives for future operations and any other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of oil or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond President's control. As a result, President's actual future results may differ materially from the plans, goals, and expectations set forth in President Energy's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of President speak only as of the date they are made. Except as required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange, the AIM Rules or applicable law or regulation, President expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in President's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Announcement has been issued by and is the sole responsibility of President.

This Announcement is not for distribution, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or any jurisdiction into which the same would be unlawful (each a "Restricted Jurisdiction"). This Announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of President in a Restricted Jurisdiction. In particular, the new Ordinary Shares referred to in this Announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States, and may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. Subject to exceptions, the new Ordinary Shares referred to in this Announcement are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. No public offering of securities of President will be made in connection with the Subscription in the United Kingdom, the United States or elsewhere.

The new Ordinary Shares to be issued pursuant to the Subscription will not be admitted to trading on any stock exchange other than AIM. Neither the content of President's website nor any website accessible by hyperlinks on President's website is incorporated in, or forms part of, this Announcement.

APPENDIX

EXCHANGE RATES

In this Announcement, references to "pounds sterling", "£", "pence" and "p" are to the lawful currency of the United Kingdom and references to "US dollars", "$" and "cents" are to the lawful currency of United States of America. Unless otherwise stated, the basis of translation of pounds sterling into US dollars for the purposes of inclusion in this Announcement is US$1.543/£1.00.