REG - ADM Energy PLC - Fundraise, Issue of Equity and Business Update

Adm EnergyAnnouncement

15/11/2021 07:05

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RNS Number : 3123S  ADM Energy PLC  15 November 2021

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.

 

15 November 2021

 

ADM Energy PLC

("ADM" or the "Company")

 

Fundraise and Issue of Equity to Raise £475,000

 

and Business Update

 

 

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC), a natural resources investing
company, is pleased to announce that it has raised a total of £475,000 before
costs by way of a placing for new ordinary shares in the Company with and a
subscription by certain Directors (together the "Fundraise").

 

Highlights

·    Placing and subscription to raise gross proceeds of £475,000 through
the issue of 31,666,667 new ordinary shares of 1.0 pence each at a placing
price of 1.5 pence per share

·    Conditional Issue of 6,666,667 warrants with an exercise price of 3p
each for a period of two years from Admission

·    Subscriptions by five Directors amounting to £175,000 at the placing
price

·    Additional conversion by debt holders, consultants and service
providers equating to £228,500 at the placing price

 

Use of Proceeds

The funds will be used to provide general working capital for the Company in
order to continue its strategy of identifying and evaluating high-quality
assets in West Africa at depressed valuations with substantial upside for
shareholders. The Company is currently assessing several investment
opportunities, in line with ADM's growth plans and its established
relationships with project debt and off-take lenders, which the board
considers may have the potential to add significant value to ADM.

 

Aje Field Update

The Company has previously reported the intentions of the Aje Joint Partners
("Partners") to explore the further development of the Aje Field and the
production of a field development plan ("FDP").

 

The Partners continue to work on a final investment decision on a new
multi-phase development plan for the Aje Field which could significantly
increase production levels. The FDP for the initial phase is primarily focused
on the development of two new oil wells and a gas injector well which initial
appraisals indicate could increase gross field production to 9,000 barrels of
oil and liquids per day. These wells are intended to be tied-back to the
existing Floating Production Storage and Offloading Vessel ("FPSO"), via a
subsea manifold located at the present drill centre.

 

As part of the FDP, ADM's technical team has examined the feasibility of using
the existing infrastructure available, where possible, for the supply of the
two new subsea wells Aje-6 and Aje-7. Based on the findings of our review,
which has been passed to the Partners' technical committee, the Company's view
is that the existing subsea hardware infrastructure are able to be used for
the new wells, subject to a confirmatory integrity inspection. In addition,
the analysis concluded that any potential topside cost and control system
hardware compatibility issues would also be reduced if the same type of subsea
control module as on the existing tree is used for the proposed wells Aje-6
and Aje-7. The ability to use the existing infrastructure should de-risk the
expansion plans at Aje and would be expected to provide significant cost
savings compared to installing additional subsea infrastructure.

 

Barracuda Field Update

As announced on 30 September 2021, ADM's technical team continues to assess
the draft of a preliminary technical report from the Competent Person for the
Barracuda Field. As reported previously, the report is still to be finalised
pending further technical appraisal and, therefore, ADM will only be able to
finalise the proposed development plans for Barracuda once it is completed.

 

The Company expects to provide a further update to the market before year end.

 

Osamede Okhomina, CEO of ADM Energy plc, said: "This fundraise will help us
continue our strategy of pursuing investment opportunities that can add
significant value to ADM Energy. We are assessing several prospects and remain
in regular dialog with our partners, such as Trafigura, to examine financing
options for attractive investment opportunities in high-quality assets.
While transactions of this nature take time, we have been encouraged by both
the quality of the assets in question and the progress of our discussions.

 

"The Field Development plans at Aje are advancing and it is pleasing that our
latest findings indicate that the existing infrastructure can be used to
supply the two new wells, lowering the cost of development without impacting
the expected potential increase in production. With Panoro and PetroNor
agreeing a further one-month extension to the end of November for the Aje
transaction, we await the conclusion of that deal which, once finalised, is
expected to accelerate Aje's development."

 

Details of the Fundraise

The Company has raised £475,000 before expenses at a price of 1.5 pence per
share ("Placing Price"). The Placing Price equates to a 21 per cent. discount
to the mid-market closing price of the Company's ordinary shares on 12
November 2021 of 1.9p, being the last practicable date prior to the date of
this announcement. The Fundraise comprises a placing of 20,000,000 new
ordinary shares ("Placing Shares") to Monecor (London) Limited, which will
hold 3.26 per cent. of the Company's enlarged issued share capital on
Admission and a subscription for 11,666,667 new ordinary shares ("Subscription
Shares") by certain Directors. In connection with the issue of the Placing
Shares, the Company has conditionally issued 6,666,667 warrants to Monecor
(London) Limited to subscribe for ordinary shares at an exercise price of 3
pence per share, on a three warrants per Placing Share basis, with an exercise
period of 2 years from the date of Admission ("Warrants").

 

Details of the subscriptions by Directors are as follows:

 

 Name                Existing Shareholding  Number of Ordinary Shares purchased  Resulting shareholding on Admission  Percentage of issued share capital on Admission

 Oliver Andrews      -                      6,666,667                            6,666,667                            3.26%
 Osamede Okhomina    2,672,826              3,333,333                            6,006,159                            2.94%
 Richard Carter      1,098,163              1,333,333                            2,431,496                            1.19%
 Dr. Stefan Leibing  489,305                166,667                              655,972                              0.32%
 Lord Bellingham     186,364                166,667                              353,031                              0.17%

 

Debt Conversion

In addition to the Fundraise, certain debt providers, consultants and service
providers have agreed to convert amounts due totalling £228,500 into
15,233,334 new ordinary shares ("Conversion Shares") at the Placing Price of
which 12,033,334 ordinary shares will subject to lock-in provisions of up to
six months.

 

General Meeting

The Company has conditionally agreed to issue the Warrants subject to the
Company seeking additional share authorities from shareholders at a general
meeting. Accordingly, the Company intends to shortly convene a general meeting
(the "General Meeting") and a further announcement will be made in relation to
matter this in due course.

 

Related Party Transactions

The subscriptions by the Directors constitute related party transactions for
the purposes of AIM Rule 13. With the exception of Oliver Andrews, Osamede
Okhomina, Richard Carter, Dr. Stefan Leibing and Lord Bellingham, the
Company's Directors consider, having consulted with the Company's nominated
adviser, Cairn Financial Advisers LLP, that the terms of the transactions are
fair and reasonable insofar as the Company's shareholders are concerned.

 

Admission to AIM and Total Voting Rights

Application will be made for the Placing Shares, Subscription Shares and
Conversion Shares, which total 46,900,001 new ordinary shares and will rank
pari passu with the Company's existing ordinary shares, to be admitted to
trading on AIM ("Admission"). It is expected that Admission of the Shares will
become effective and that dealings will commence at 08.00 a.m. on or around 18
November 2021.

 

Following Admission, the Company's enlarged issued share capital will comprise
204,480,863 ordinary shares of 1 pence each with voting rights in the Company.
This figure may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change in the interest in, the share capital of the
Company under the FCA's Disclosure and Transparency Rules.

 

 

Enquiries:

 

 ADM Energy plc                                      +44 20 7459 4718
 Osamede Okhomina, CEO
 www.admenergyplc.com (http://www.admenergyplc.com)

 Cairn Financial Advisers LLP                        +44 20 7213 0880
 (Nominated Adviser)
 Jo Turner, James Caithie

 Hybridan LLP                                        +44 20 3764 2341
 (Lead Broker)
 Claire Louise Noyce

 ODDO BHF Corporates & Markets AG                    +49 69 920540
 (Designated Sponsor)
 Michael B. Thiriot

 Luther Pendragon                                    +44 20 7618 9100
 (Financial PR)
 Harry Chathli, Alexis Gore, Tan Siddique

 

Forward-looking Statements

 

Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions shareholders and prospective
shareholder holders not to place undue reliance on these forward-looking
statements, which reflect the view of the Company only as of the date of this
announcement. The forward-looking statements made in this announcement relate
only to events as of the date on which the statements are made. The Company
will not undertake any obligation to release publicly any revisions or updates
to these forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement except as
required by law or by any appropriate regulatory authority.

 

 

Market Abuse Regulation (MAR) Disclosure

 

The notification below, made in accordance with the requirements of the EU
Market Abuse Regulation, provides further detail.

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities / person closely associated with them.

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)

      Name                                    Company directors/officers:

                                              1. Oliver Andrews - Non-executive Chairman

                                              2. Osamede Okhomina - CEO

                                              3. Richard Carter - COO

                                              4. Dr. Stefan Leibing - Non-executive Director

                                              5. Lord Bellingham - Non-executive Director

 2.  Reason for the notification
 a)  Position/status                          See 1(a) above for all positions
 b)  Initial notification/Amendment           Initial Notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer, or auction monitor
 a)  Name                                     ADM Energy plc
 b)  LEI                                      213800DY7G8EEJCCOL47
 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  Ordinary Shares of 1 pence each
 b)  Identification code                      GB00BJFDXW97
 c)  Nature of the transactions               Purchase of Ordinary Shares
 d)  Price(s) and volume(s)

Price     Volume
                                              1. 1.5p   1. 6,666,667

                                              2. 1.5p   2. 3,333,333

                                              3. 1.5p   3. 1,333,333

                                              4. 1.5p   4. 166,667

                                              5. 1.5p   5. 166,667

 e)  Aggregated information

Price  Volume(s)
     -     Aggregated volume                  1.5p   11,666,667

     -     Price
 f)  Date of the transactions                 15 November 2021
 f)  Place of the transactions                London Stock Exchange, AIM Market

e)

Aggregated information

-     Aggregated volume

-     Price

 

 Price  Volume(s)
 1.5p   11,666,667

f)

Date of the transactions

15 November 2021

f)

Place of the transactions

London Stock Exchange, AIM Market

 

About ADM Energy PLC

 

ADM Energy PLC (AIM: ADME; BER and FSE: P4JC) is a natural resources investing
company with an existing asset base in Nigeria. ADM Energy holds a 9.2% profit
interest in the oil producing Aje Field, part of OML 113, which covers an area
of 835km² offshore Nigeria. Aje has multiple oil, gas, and gas condensate
reservoirs in the Turonian, Cenomanian and Albian sandstones with five wells
drilled to date.

 

ADM Energy is seeking to build on its existing asset base in Nigeria and
target other investment opportunities across the West African region in the
oil and gas sector with attractive risk reward profiles such as proven nature
of reserves, level of historic investment, established infrastructure and
route to early cash flow.

 

Forward Looking Statements

 

Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as "believe", "could", "should", "envisage'',
"estimate", "intend", "may", "plan", "potentially", "expect", "will" or the
negative of those, variations or comparable expressions, including references
to assumptions. These forward looking statements are not based on historical
facts but rather on the Directors' current expectations and assumptions
regarding the Company's future growth, results of operations, performance,
future capital and other expenditures (including the amount, nature and
sources of funding thereof), competitive advantages, business prospects and
opportunities. Such forward looking statements reflect the Directors' current
beliefs and assumptions and are based on information currently available to
the Directors.

 

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