REG - ACP Energy PLC - Concert Party Disclosure

Acp EnergyAnnouncement

27/10/2023 17:00

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RNS Number : 5977R  ACP Energy PLC  27 October 2023

ACP Energy PLC

("ACP" or the "Company")

Concert Party Disclosure

Concert Party Disclosure

The Takeover Code (the "Code") applies to the Company. Under Rule 9 of the
Code, any person who acquires an interest in shares which, taken together with
shares in which that person or any person acting in concert with that person
is interested, carry 30% or more of the voting rights of a company which is
subject to the Code is normally required to make an offer to all the remaining
shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30%
of the voting rights of such a company but does not hold shares carrying more
than 50% of the voting rights of the company, an offer will normally be
required if such person or any person acting in concert with that person
acquires a further interest in shares which increases the percentage of shares
carrying voting rights in which that person is interested.

An offer under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer.

The Company has agreed with the Panel that pursuant to Note 10 to the
definition of Acting in Concert the following persons are, and have been since
IPO, acting in concert in relation to the Company: Blumen Capital Limited, La
Tourelle Consulting Limited, James Orbell, Paul Welch and Stuart Firth
("Concert Party").

The members of the Concert Party are interested in 30,000,000 ordinary shares,
representing 64.38% of the voting rights of the Company. Assuming exercise in
full by the members of the Concert Party of options over 25,000,000 ordinary
shares (and assuming that no other person converts any convertible securities
or exercises any options or any other right to subscribe for shares in the
Company), the members of the Concert Party would be interested in 55,000,000
ordinary shares, representing approximately 76.82% of the enlarged voting
rights of the Company.

A table showing the respective individual interests in shares of the members
of the Concert Party and following the exercise of the options is set out
below.

                                     Interest at IPO and Current Interest                                                      Maximum Controlling Interest
 Shareholder                         Ordinary Shares      Interest in Ordinary Shares  Number of Options over Ordinary Shares  Interest in Ordinary Shares  Interest in Ordinary Shares
 Blumen Capital Limited (1)          6,875,000            14.75%                       7,142,850                               14,017,850                   19.58%
 La Tourelle Consulting Limited (2)  6,875,000            14.75%                       7,142,850                               14,017,850                   19.58%
 James Orbell                        6,875,000            14.75%                       3,571,450                               10,446,450                   14.59%
 Paul Welch                          6,875,000            14.75%                       7,142,850                               14,017,850                   19.58%
 Stuart Firth                        2,500,000            5.36%                        Nil                                     2,500,000                    3.49%
 Total                               30,000,000           64.38%                                                               55,000,000                   76.82%

 

(1) Carlos Flores holds the legal and beneficial interest in the share capital
of Blumen Capital Ltd.

(2) John Philip Tyler, a Director of the Company, is also a director of La
Tourelle Consulting Ltd. Mr Tyler has no legal or beneficial interest in the
share capital of La Tourelle Consulting Limited. Mrs Francine Sarah Habib is
the sole shareholder of La Tourelle Consulting Limited holding 100 per cent.
of the share capital.

The members of the Concert Party hold, and have held since IPO, shares
carrying more than 50% of the voting rights of the Company and (for so long as
they continue to be acting in concert) may accordingly increase their
aggregate interests in shares without incurring any obligation to make an
offer under Rule 9, although individual members of the Concert Party will not
be able to increase their percentage interests in shares through or between a
Rule 9 threshold without Panel consent.

 

For further information: www.acpenergyplc.com

ACP Energy

Paul Welch, Executive Chairman
+44 207 193 2376 / stacey@acpenergyplc.com

 

Celicourt Communications

Mark Antelme / Jimmy Lea
                                +44 207 770
6424 / acpenergy@celicourt.uk

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