REG - AIM Afentra PLC - Schedule One Update - Afentra PLC

AfentraAnnouncement

04/12/2023 10:00

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RNS Number : 5530V  AIM  04 December 2023

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
 WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:
 Afentra plc ("Afentra" or the "Company")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :

 Registered Office & Head Office:

 High Holborn House

 52-54 High Holborn

 London

 England

 WC1V 6RL

 COUNTRY OF INCORPORATION:
 England and Wales

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 https://afentraplc.com/aim-rule-26/ (https://afentraplc.com/aim-rule-26/)

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:
 Afentra, formerly Sterling Energy plc, was launched in 2021 to support the
 African energy transition as a responsible, well managed independent oil and
 gas company, assisting in the continued economic and social development of
 African economies through responsible management of their oil and gas assets
 and bridging the gap to renewable and other sustainable forms of energy.
 Afentra aims to access, redevelop and maximise the full potential of existing
 producing fields and undeveloped discoveries that no longer fit the portfolio
 of IOCs and host governments in a safe, responsible and sustainable manner.

 The Company is in the process of acquiring the following non-operating
 interests in assets located offshore Angola:

 ·    14% interest in Block 3/05 and a 40% interest in Block 23 offshore
 Angola from Sonangol Pesquisa e Produção S.A. ("Sonangol") for an aggregate
 consideration, including maximum deferred consideration, of approximately
 US$91.0 million (the "Sonangol Acquisition"); and

 ·    a further 12% interest in Block 3/05 and a 12% (and potentially up to
 16%) interest in Block 3/05A offshore Angola from Azule Energy Angola
 Production B.V. for an aggregate consideration, including maximum deferred
 consideration, of approximately US$84.5 million (the "Azule Acquisition").

 Pursuant to Rule 14 of the AIM Rules for Companies, the Sonangol Acquisition
 constitutes a reverse takeover and therefore admission is being sought as a
 result of such reverse take-over. Admission is not contingent on completion of
 the Azule Acquisition.

 Afentra also has an interest in a high potential exploration project, onshore
 southwestern Somaliland. The Odewayne Block covers a very large area (circa
 22,000km²), located adjacent to the border with Ethiopia. The PSA covers
 block SL6 and part of blocks SL7 and SL10.
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):
 Number of ordinary shares of £0.1 each ("Ordinary Shares") for which
 Admission is being sought: 220,053,520

 There are no restrictions as to the transferability of the Ordinary Shares.

 No Ordinary Shares are or will be held in treasury on Admission.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:
 No capital to be raised on Admission

 Anticipated Market Capitalisation on Admission: Approx. £65 million (based on
 the closing price of existing Ordinary Shares admitted to AIM of GBX 29.50 on
 9 November 2023.

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 26.06%

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
 Not applicable

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

 N

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):
 Jeffrey (Jeff) Saunders MacDonald - Non-Executive Chairman

 Paul McDade - Chief Executive Officer

 Ian Richard Cloke - Chief Operating Officer

 Anastasia Deulina - Chief Financial Officer

 Gavin Hugh Lothian Wilson - Independent Non-Executive Director

 Thierry Andre Nicolas Yao Tanoh - Independent Non-Executive Director

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):

Shareholder                            % of issued share capital pre-Admission  % of issued share capital on Admission
 Askar Alshinbayev                      21.86%                                   21.86%
 Denis O'Brien                          7.16%                                    7.16%
 Kite Lake Capital Management (UK) LLP  6.13%                                    6.13%
 Athos Capital Limited                  3.13%                                    3.13%
 David and Monique Newlands             3.10%                                    3.10%

 

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 Paul Burden (consultant)

 Three60 Energy Singapore PTE Ltd

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:

 (i)

 31 December;

 (ii)

 30 June 2023 (unaudited);

 (iii)

 30 June 2024 (audited annual consolidated accounts to 31 December 2023);

 30 September 2024 (half yearly report for the six months ending 30 June 2024);
 and

 30 June 2025 (audited annual consolidated accounts to 31 December 2024).

 EXPECTED ADMISSION DATE:
 Early December 2023

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Peel Hunt LLP

 100 Liverpool Street

 London

 EC2M 2AT

 United Kingdom

 NAME AND ADDRESS OF BROKER:

 Peel Hunt LLP

 100 Liverpool Street

 London

 EC2M 2AT

 United Kingdom

 Tennyson Securities

 65 Petty France

 London

 SW1H 9EU

 United Kingdom

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:

 The Admission Document, which contains full details about the applicant and
 the admission of its securities, is available on the Company's website:

 https://afentraplc.com/investors/ (https://afentraplc.com/investors/)

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 The Quoted Companies Alliance Corporate Governance Code

 DATE OF NOTIFICATION:

 4 December 2023

 NEW/ UPDATE:

 New

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

Paul Burden (consultant)

Three60 Energy Singapore PTE Ltd

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:

 

(i)

31 December;

 

(ii)

30 June 2023 (unaudited);

 

(iii)

30 June 2024 (audited annual consolidated accounts to 31 December 2023);

30 September 2024 (half yearly report for the six months ending 30 June 2024);
and

30 June 2025 (audited annual consolidated accounts to 31 December 2024).

 

EXPECTED ADMISSION DATE:

Early December 2023

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Peel Hunt LLP

100 Liverpool Street

London

EC2M 2AT

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Peel Hunt LLP

100 Liverpool Street

London

EC2M 2AT

United Kingdom

 

Tennyson Securities

65 Petty France

London

SW1H 9EU

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

 

The Admission Document, which contains full details about the applicant and
the admission of its securities, is available on the Company's website:

https://afentraplc.com/investors/ (https://afentraplc.com/investors/)

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

The Quoted Companies Alliance Corporate Governance Code

 

DATE OF NOTIFICATION:

 

4 December 2023

 

NEW/ UPDATE:

 

New

 

 

 

 

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