REG - ADM Energy PLC - Notice of GM

Adm EnergyAnnouncement

26/11/2021 07:00

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RNS Number : 6608T  ADM Energy PLC  26 November 2021

 

 

26 November 2021

 

 

ADM Energy PLC

 

("ADM" or the "Company")

 

Posting of Circular and Notice of General Meeting

 

Further to the announcement of 15 November 2021, ADM Energy PLC (AIM: ADME;
BER and FSE: P4JC), a natural resources investing company, announces that it
will today be posting a circular to shareholders convening a General Meeting
(the "Circular"), the purpose of which is to seek shareholder approval of the
resolutions to be proposed at the General Meeting.

 

The General Meeting will be held at the offices of Shakespeare Martineau, 60
Gracechurch St, London EC3V 0HR at 11.00 a.m. GMT on 13 December 2021.

 

Extracts from the Circular are set out below and should be read in conjunction
with the Circular. A copy of the Circular will shortly be available from the
Company's website: www.admenergyplc.com (http://www.admenergyplc.com)

 

 

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

 

 

 

 

 

LETTER FROM THE CHAIRMAN

 

Dear Shareholder

 

Notice of General Meeting

 

Introduction

 

On 15 November ADM Energy Plc ("Company") announced that it had raised
£475,000 before expenses at a price of 1.5 pence per share. The fundraise
comprised a placing of 20,000,000 new ordinary shares ("Placing Shares") to
Monecor (London) Limited and a subscription for 11,666,667 new ordinary shares
by certain directors. In connection with the issue of the Placing Shares, the
Company, conditional upon shareholder approval, agreed to issue 6,666,667
warrants to Monecor (London) Limited to subscribe for ordinary shares at an
exercise price of 3 pence per share, on a one warrant per three Placing Share
basis, with an exercise period of 2 years from the date of Admission
("Warrants").

 

As a result of the fundraise, the Company used the majority of the share
authorities available to it that were approved by shareholders at the last
annual general meeting. The granting of the Warrants, therefore, is
conditional on the Company obtaining approval by shareholders for renewed
share authorities and, accordingly, the Company is now convening a general
meeting ("GM") of shareholders to seek authority to issue the Warrants and to
grant the directors additional authority to allot shares (and grant rights to
subscribe for, or to convert any security into, shares in the Company)
including for cash on a non-pre-emptive basis.

 

Resolutions

 

The following resolutions will be proposed at the GM:

 

Resolution 1

 

Generally, the directors may only allot shares in the Company (or grant rights
to subscribe for, or to convert any security into, shares in the Company) if
they have been authorised to do so by shareholders in general meeting.

 

Resolution 1, renews a similar authority given at this year's AGM and, if
passed, will authorise the directors to allot shares in the Company (and to
grant such rights) up to an aggregate amount of £2,044,808.63 (which
represents the nominal amount of the Warrants to be issued and approximately
100 per cent of the issued share capital of the Company as at 26 November
2021, being the last practicable date before publication of this document).
If given, this authority will expire at the conclusion of the Company's next
AGM or within 15 months of the passing of Resolution 1 (whichever is the
earlier).  It is the directors' intention to renew the authority each year.

 

The directors have no current intention to exercise the authority sought under
Resolution 1, except to allow for the issue of the Warrants and the grant of
options, to provide additional headroom in relation to conversion rights
previously granted and to ensure that the Company has maximum flexibility to
raise additional capital if appropriate as and when future opportunities
arise. Whilst the likelihood remains uncertain, a successful outcome may
warrant the Company to make a bid deposit within a short time frame and
therefore it would be impractical for the Company to apply for additional
authorities at a later stage.

 

Resolution 2

 

Generally, if the directors wish to allot shares or other equity securities
(within the meaning of section 560 of the Companies Act 2006 ("Act")) for cash
then under the Act they must first offer such shares or securities to
shareholders in proportion to their existing holdings.  These statutory
pre-emption rights may be disapplied by shareholders.

 

Resolution 2 which will be proposed as a special resolution, renews a similar,
power given at this year's AGM and, if passed, will enable the directors to
allot equity securities for cash without having to comply with statutory
pre-emption rights.

 

The powers proposed under Resolution 2 will be limited to allotments:-

 

(a)   in connection with a rights issue, open offer or other pre-emptive
offer to ordinary shareholders and to holders of other equity securities (if
required by the rights of those securities or the directors otherwise consider
necessary), but (in accordance with normal practice) subject to such
exclusions or other arrangements, such as for fractional entitlements and
overseas shareholders, as the directors consider necessary;

(b)   £66,666.67 in respect of the Warrants; and

(c)   in any other case, up to an aggregate nominal value of £2,044,808.63
(which represents approximately 100 per cent of the issued ordinary share
capital of the Company as at 26 November 2021 being the last practicable date
before publication of this document).

 

If given, this authority will expire at the conclusion of the Company's next
AGM or within 15 month of the passing of Resolution 1 (whichever is the
earlier).  It is the directors' intention to renew the authority each year.

 

The directors have no current intention to exercise the authority sought under
Resolution 1, except to allow for the issue of the Warrants and options, to
provide additional headroom in relation to conversion rights previously
granted and to ensure that the Company has maximum flexibility to raise
additional capital if future opportunities arise.  In particular, the Company
is in the process of trying to secure material producing assets. Whilst the
likelihood remains uncertain, a successful outcome may warrant the Company to
make a bid deposit within a short time frame and therefore it would be
impractical for the Company to apply for additional authorities at a later
stage.

 

Action to be taken by Shareholders

 

Given the current heightened risk of COVID-19 infections (and the resultant
regulatory changes) which could ensure during the period in which this Notice
is sent and the date of the GM and to protect our employees, local community
and shareholders' welfare we are encouraging all shareholders to vote on all
resolutions by appointing the chairman of the GM as their proxy.  A Form of
Proxy is enclosed for use at the GM. You are requested to complete, sign and
return as soon as possible the Form of Proxy to the Company's Registrars,
Computershare Investor Service PLC, The Pavilions, Bridgewater Road, Bristol,
BS99 6ZY no later than at 11:00 a.m. on 10  December 2021. Your attention is
drawn to the detailed notes to the GM and Form of Proxy.

 

Recommendation

 

The directors consider that both Resolutions that will be put to the GM will
promote the success of the Company for the benefit of its shareholders as a
whole. Your board will be voting in favour of the Resolutions and unanimously
recommend that its shareholders vote in favour of them.

 

Yours faithfully

 

Oliver Andrews

Chairman

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