Last checked at 20 Sep 2016 12:15
20 September 2016
San Leon Energy plc
("San Leon" or the "Company")
Result of General Meetings
San Leon Energy plc (AIM: SLE) is pleased to announce that all of the resolutions proposed at the Annual General Meeting and all of the resolutions proposed to approve the OML 18 Production Arrangement at the Extraordinary General Meeting held this morning were passed.
Following the resolutions being passed, the Company will complete the acquisition of OML 18 Production Arrangement by 30 September 2016.
Placing
As previously announced, the Company has raised gross proceeds of £170.3 million by way of a placing of 378,400,000 Ordinary Shares at 45 pence per Placing Share with new and existing investors, the proceeds of which will be used to purchase Loan Notes, repay creditors and outstanding loans and for general working capital purposes.
Significant Shareholders
So far as the Board is aware, the names of the persons who, directly or indirectly, on Admission will be interested in 3 per cent. or more of the issued share capital of the Company are as follows:
| No. of Ordinary Shares | % Share Capital |
Toscafund Managed Funds | 241,064,456 | 54.41 |
Total Investment Solutions SA | 39,743,590 | 8.97 |
Amara Equity Invest SA | 39,743,589 | 8.97 |
The Capital Group Companies Inc. | 37,463,000 | 8.46 |
Optima Worldwide Group Plc | 19,546,176 | 4.41 |
Board Changes
On Admission, the Board will be strengthened by the appointment of Mr Mutiu Sunmonu as Non-Executive Chairman, Mr Joel Price as Chief Operating Officer, Mr Alan Campbell as Commercial & Business Development Director, Mr Ewan Ainsworth as Finance Director and Messrs Nick Butler and Mark Phillips as Non-Executive Directors. Mr Oisin Fanning will assume the role of Chief Executive Officer and Mr Ray King will remain as Non-Executive Director and Company Secretary, whilst Mr Paul Sullivan and Mr Daniel Martin will resign from the Board. Further regulatory disclosures regarding the Proposed Directors are set out in the notes to this announcement.
Directors' holdings
Immediately following Admission, the holdings of the Directors and Proposed Directors will be as follows:
Name | No. of Ordinary Shares | % of Enlarged Share Capital | No. of options over Ordinary Shares |
Mr. Mutiu Sunmonu | - | - | 1,000,000 |
Mr. Oisin Fanning | 3,635,594 | 0.82% | 1,762,500 |
Mr. Joel Price | - | - | 3,500,000 |
Mr. Alan Campbell | - | - | 3,500,000 |
Mr. Ewen Ainsworth | 66,666 | 0.02% | 1,000,000 |
Mr Ray King | - | - | 1,000,000 |
Mr. Nick Butler | - | - | 1,000,500 |
Mr. Mark Phillips | - | - | 1,000,000 |
Portfolio Optimisation
Further to the announcement on 16 May 2016, the Company announces that the following Polish licences or licence applications have been relinquished, or are in the advanced stages of relinquishment.
Permian Basin: Blocks 206 & 208
Baltic Basin: Braniewo, Gniew, Prabuty S
SW Carboniferous Basin: Olesnica
Carpathian Basin: Bestwina
There is no material effect on book value. The Company will continue to optimise its portfolio in line with its announced strategy of prioritising production and cash generation, while reducing costs which are not core to that strategy.
Admission and Total Voting Rights
Application has been made by the Company to the London Stock Exchange for 443,025,720 Ordinary Shares representing the entire Enlarged Share Capital of the Company, to be admitted to trading on AIM, comprising 61,809,052 Existing Ordinary Shares of San Leon, 378,400,000 Placing Shares and 2,816,668 Director's Share. Admission is expected to take place at 8.00 am on 21 September 2016.
Following Admission, the total number of Ordinary Shares in issue will be 443,025,720. There are no Ordinary Shares in Treasury. Accordingly, the total number of voting rights in the Company on Admission will be 443,025,720. This figures may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Definitions in this announcement are the same as those in the Admission Document dated 26 August 2016.
This announcement includes inside information.
Oisín Fanning, Executive Chairman of San Leon said:
"We are delighted to have shareholder approval to complete this transformational transaction for the Company.
I welcome our new Directors onto the Board shortly, and would like to take the opportunity to thank Paul Sullivan and Daniel Martin very much for their many years of valuable service as they leave the Board."
Enquiries:
San Leon Energy plcOisin Fanning, Executive Chairman
| +353 1291 6292 |
Brandon Hill Capital LimitedJoint BrokerOliver StansfieldJonathan Evans
| +44 (0) 20 3463 5000 |
SP Angel Corporate Finance LLPNominated Adviser and Joint BrokerEwan LeggatRichard Morrison
| +44 (0) 20 3470 0470 |
Whitman Howard LimitedJoint BrokerNick LoveringFrancis North
| +44 (0) 20 7659 1234 |
Vigo CommunicationsFinancial Public RelationsChris McMahonAlexandra Roper
| +44 (0) 20 7830 9700 |
Plunkett Public RelationsSharon Plunkett
| +353 (0) 1 280 7873
|
Notes:
Regulatory disclosures on the Proposed Directors:
Full Name | Age | Current directorships | Past directorships |
Mr. Mutiu Olaniyi Adio Sunmonu | 61 | Imperial Homes Mortgage Bank Julius Berger Petralon Energy Resources Unilever Nigeria Limited
| None |
Mr. Joel David Price | 44 | None
| None |
Mr. Finian Alan Campbell | 43 | None
| G-Tricity Limited |
Mr. Kristian Ewen Ainsworth | 54 | Adamant Ventures LLP Discovery Energy Limited Nostra Terra Oil & Gas Company Limited Sahara Resources GOS Inc. | Adamant Advisors Limited Gulf Keystone Petroleum Limited Gulf Keystone Petroleum HBH Limited Gulf Keystone Petroleum Numidia Limited Shaikan Petroleum Limited
|
Mr. Nicholas Jones Butler | 61 | International Futures Forum Caerus European Associates Limited Ridgeway Information Limited Asia House Cambridge Centre for Energy Studies Limited Promus Associates Limited Centre for European Reform
| Jupiter Strategy Limited Caerus LLP CEBR Energy Limited Marico 3 Plc |
Mr. William Mark Phillips | 50 | Angel Acquisitions Limited Champ Advisory Limited Charterhouse Nursing Agency Limited Healthcare Locums Limited | Blues EBT Trustee Limited Blues Group (Holdings) Limited Penta 2011 Limited Penta 2011 SP Limited Penta Capital LLP Penta Capital Investments Limited Penta Capital Partners Limited Penta Capital SP GP Limited Penta Co-Invest GP Limited Penta Co-Investment 2011 GP Limited Penta ESOP Trustee Limited Penta Fund I GP Limited Penta GP Holdings Limited Penta GP LP (2009) Limited Penta Partner Limited Penta Private Equity Limited The Sports & Leisure Group Limited |
Mark Phillips was a director of various Penta Capital LLP's investment companies. The following companies went insolvent whilst Mark Phillips was a director of these companies:
· The Rubicon Corporation Limited and Quote Solutions Limited (both of which were part of the same trading group) were placed into administration in January 2006 as part of a group restructuring ahead of a sale to EMR Technology Ventures Pvt Ltd, an Indian Company.
· Transrent Holdings Limited was placed into administration in January 2006 as a result of unsustainable trading and fraudulent activities by senior management led to unsuccessful efforts to refinance debt within the business.
· KAIHL Limited and Kinsey Allen International Limited (both of which were part of the same trading group), were placed into administration on 1 June 2010 following sustained market disturbances and reduced business volumes from 2007 onwards, leading to unsustainable trading.
There is no further information to be disclosed under Schedule 2(g) of the AIM Rules for Companies.