REG - ACP Energy PLC - Funding Facility and Directors’ Dealings
13/09/2024 17:30
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RNS Number : 2103E ACP Energy PLC 13 September 2024
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK
LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI
2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
ACP Energy PLC
("ACP" or the "Company")
Funding Facility and Directors' Dealings
ACP Energy plc (ACPE.L), a company formed to capture value accretive
opportunities in the oil & gas industry, announces it has entered into a
funding Facility of £250,000 with Tristream Resources PTE. LTD.
("Tristream"), a private company incorporated in Singapore which provides
alternative financing to mid-tier natural resources companies, and the
transfer of shares from certain founder shareholders and directors to
Tristream.
Background
In January 2023, the Company announced that it had identified an initial
acquisition target and entered into a sale and purchase agreement for an
equity interest in assets producing approximately 4,100 barrels of oil per day
in a highly prolific basin in Ecuador. The transaction would constitute a
reverse takeover pursuant to the Listing Rules and trading in the Company's
shares was suspended pending publication of the necessary documentation for
readmission to occur. In September 2023, the Company announced that it had
substantially concluded the documentation required to complete the transaction
and move the company's quotation to AIM. The transaction has been subject to
significant delay and, as announced on 7 August 2024, the directors of the
Company do not consider there to be any likelihood of the transaction
completing.
As a result of the work required for the proposed acquisition and readmission
process, the Company incurred substantial transaction fees which has led to it
having material working capital constraints. The directors believe that, in
the absence of a funding solution, the Company would be unable to pursue an
alternative acquisition and would therefore likely need to seek a dissolution
or a liquidation of the Company. In such an event, there would be no return to
shareholders.
Accordingly, as also announced on 7 August 2024, the directors have sought
alternative options to advance the Company and secure funding and, in this
regard, they have been introduced to Tristream.
Funding Facility
On 13 September 2024, the Company entered into a loan agreement with Tristream
to provide a loan facility (the "Facility) to the Company of £250,000 which
has now been fully drawn down.
The purpose of the Facility is to provide the Company with sufficient funds to
identify and progress an acquisition opportunity in the natural resources
sector and recommence the process of admitting the Company's shares to trading
on AIM following completion of an acquisition. It is the intention of
Tristream to assist the Company in identifying suitable opportunities and,
whilst no specific opportunity has yet been identified, the directors expect
to advance this position as quickly as possible.
Further key terms of the loan agreement are briefly summarised below:
· Interest shall accrue on the loan at a rate of six per cent per annum
and will be repaid on the final repayment date. If there is any late payment
under the agreement, the interest rate shall be increased by 2%.
· The loan will be repayable on the tenth anniversary of the agreement,
or such other date as might be agreed in writing by the Company and Tristream.
· The loan is unsecured.
· Both the Company and Tristream are providing customary warranties and
representations to the other, and there are customary provisions on default.
· The loan shall not prohibit the Company from undertaking additional
borrowing.
In conjunction with agreeing the Facility, certain directors and founder
shareholders ("Founders"), further details of which are included below, have
agreed to gift 23,766,000 ordinary shares to Tristream for nil consideration
(the "Transfer"). As the Founders are unable to transfer their options to
Tristream, the Founders have agreed to waive their rights in respect of
12,749,465 options held by them since the IPO ("the Waiver"). Furthermore, the
Company has agreed to grant to Tristream a total of 12,749,465 options (being
an equal number of options being waived pursuant to the Waiver), on
substantially the same terms as the options granted on IPO and conditional
upon the Company obtaining relevant shareholder authorities at its next annual
general meeting (the "Option Grant"). For the avoidance of doubt, the Option
Grant is not conditional upon the Waiver. Neither the Transfer nor the Waiver
nor the Option Grant will result in any payment or payments being made to
any of the Founders (nor any persons connected with them) in cash, or
otherwise, nor will any cash payment, or otherwise, be made or become due to
the Founders as a result of the Transfer Waiver or Option Grant, including,
without limitation, any commission, bonus or any form of transaction fee.
It is proposed that, on completion of the Transfer, Pradipto Mazumder (being a
nominee director of Tristream) will join the board of the Company ("Nominee
Director"). The Nominee Director, will be appointed subject to completion of
regulatory due diligence, Stuart Firth will resign as a director of the
Company, with immediate effect. with all other existing directors remaining
("Continuing Directors"). The terms on which the Continuing Directors are
engaged by the Company will not be subject to any amendment or variation as a
result of the Transfer Waiver or Option Grant which would confer any financial
benefit on them, for example, an increase in their salary, by way of
compensation or otherwise which also includes emoluments and benefits. Stuart
Firth will not receive any compensation of any kind associated with his
resignation as a director.
Pursuant to the Transfer, Tristream has entered into a lock-in and orderly
market agreement with the Company. Under the terms of the agreement,
Tristream has undertaken to the Company that not to sell or otherwise dispose
of or agree to sell or dispose of any of their interests (direct or indirect)
in the Ordinary Shares held by them for a period of twelve months commencing
on the date of Admission. In addition, the Locked-In Parties shall be subject
to orderly market arrangements during the twelve months after the initial
one-year lock-in period.
Save as disclosed, no other agreements have been entered into as a result of
the Transfer Waiver or Option Grant between any of the Founders, the Company
or Tristream.
There will be no change to the issued share capital of the Company prior to
and following the Transfer which comprises 46,600,000 ordinary shares of
£0.002p. Further, taking account of the Waiver and the Option Grant, it is
intended that (subject to relevant authorities being obtained to enable the
Option Grant) there will be no change to the number of outstanding options
and warrants over new ordinary shares in the Company which totals 24,998,950
and 5,548,000 respectively. Following the Transfer, Tristream will be
interested in 23,766,000 ordinary shares and, subject to relevant authorities
being granted, 12,749,465 options, representing 51 per cent. of both the
issued share capital of the Company and its outstanding options. Taking
account of the existing warrants in issue, in which Tristream holds no
interest, on a fully diluted basis Tristream would be interested in 48.21 per
cent. of the enlarged issued share capital of the Company.
Takeover Code Disclosures
The Panel on Takeovers and Mergers (the "Panel") has been consulted in
relation to the Transfer in respect of Note 12 to Rule 9.1 of the Takeover
Code (the "Code") and has agreed to waive the requirements under Rule 9 of the
Code for Tristream to make a mandatory offer for the Company.
Each of the Company and the Founders confirm that they have not entered into
any contracts with Tristream in the last 12 months nor lent to it any
securities. Tristream further confirms that it has not dealt in the Company's
securities, nor has it been subject to any disqualifying transactions (as
defined in the Code) or borrowed ordinary shares in the Company from any
party.
Tristream, which is owned by Pradipto Mazumder (the Nominee Director) together
with his wife Sangita Jana in equal proportions (who are also both the
Directors of Tristream) provides financing solutions to mid-tier companies in
the natural resources sector using its expertise in finance, engineering and
geology. Following completion of the Facility, Transfer and Waiver, it is the
intention of Tristream to use its expertise and contacts to assist the Company
in identifying and executing a reverse transaction in the natural resources
sector. As previously disclosed, it is the intention of the Company to seek to
move trading in its securities to AIM at the time of a reverse transaction and
there is no intention to change this as a result of the Facility, Transfer
Waiver or Option Grant. Accordingly, it is not the intention of Tristream to
be involved in the day to day management of the Company, to establish any
research and development activities or to effect any changes to any of the
Company's employment contracts, head office location or places of business.
The Company does not operate a pension scheme for employees. The Company has
negligible fixed assets and Tristream as no intention to redeploy any asset.
There will be no change to Tristream's business activities as a result of the
Facility, Transfer Waiver or Option Grant.
Cairn Financial Advisers LLP, which has been retained to provide advice to the
Company, has confirmed to the directors of the Company that, in its opinion,
the terms of the Transfer are fair and reasonable so far as the Company's
shareholders are concerned. In providing this opinion, Cairn has taken into
account the commercial assessments of the directors of the Company and the
alternative options available to the Company and its shareholders.
Concert Party Disclosures
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 had previously agreed with the Panel that the Founders were acting
in concert ("Founders' Concert Party"). The Company has agreed with the Panel
that Tristream is not acting in concert with the Founders and, therefore, as a
result of the Transfer, there will be two dominant shareholder groups as set
out in the table below.
Following completion of the Transfer, the members of the Founders' Concert
Party will be interested in 6,234,000 ordinary shares, representing 13.38% of
the voting rights of the Company. Assuming exercise in full by the members of
the Founder's Concert Party of 12,249,485 options held by it following the
Waiver (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 Founders' Concert Party would be interested in
18,483,485 shares, representing approximately 31.41% of the enlarged voting
rights of the Company.
Further, following completion of the Transfer, Tristream will be interested in
23,766,000 ordinary shares, representing 51.00% of the voting rights of the
Company. Assuming exercise in full by Tristream of 12,749,465 options held by
it (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), Tristream would be interested in 36,515,465 ordinary shares,
representing approximately 61.53% of the enlarged voting rights of the
Company.
A table showing the respective individual interests in shares of the members
of the Founders' Concert Party and Tristream, prior to the Transfer and
Waiver, following the Transfer and Waiver and in the event of the exercise of
options (assuming relevant authorities are granted for the purposes of the
Option Grant) held by them is set out below:
Interests prior to the Transfer Interests following the Transfer
Name Number of Ordinary Shares held Interest in Ordinary Shares Number of Options over Ordinary Shares Number of Ordinary Shares held Interest in Ordinary Shares Number of Options over Ordinary Shares Maximum Controlling Interest(3)
Founders' Concert Party
Blumen Capital Limited(1) 6,875,000 14.75% 7,142,500 1,428,625 3.07% 3,499,825 9.84%
La Tourelle Consulting Ltd(2) 6,875,000 14.75% 7,142,500 1,428,625 3.07% 3,499,825 9.84%
James Orbell 6,875,000 14.75% 3,571,450 1,428,625 3.07% 1,750,010 6.57%
Paul Welch 6,875,000 14.75% 7,142,500 1,428,625 3.07% 3,499,825 9.84%
Stuart Firth 2,500,000 5.36% Nil 519,500 1.11% Nil 1.11%
Founders' Concert Party total 30,000,000 64.38% 24,998,950 6,234,000 13.38% 12,249,485 31.41%
Tristream Capital PTE. LTD. Nil Nil Nil 23,766,000 51.00% 12,749,465 61.53%
Tristream total Nil Nil Nil 23,766,000 51.00% 12,749,465 61.53%
Other shareholders 16,600,000 35.62% Nil 16,600,000 35.62% Nil
Total 46,600,000 100.00% 24,998,950 46,600,000 100.00% 24,998,950
Notes:
(1) Carlos Flores, who is not a director, 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
(3) The maximum controlling interest is calculated on the basis of only that
shareholder exercising the share options held by it and that relevant
authorities are granted for the purposes of the proposed Option Grant.
Following completion of the Transfer, Tristream will hold shares carrying more
than 50% of the voting rights of the Company and may accordingly increase
their aggregate interests in shares without incurring any obligation to make
an offer under Rule 9, although any persons acting in concert with Tristream
will not be able to increase their percentage interests in shares through or
between a Rule 9 threshold without Panel consent.
Responsibility Statements
The directors of the Company accept responsibility for all information
contained in this announcement, including expressions of opinion, relating to
the Company or themselves, their immediate families, related trusts and
connected persons. To the best of the knowledge and belief of the directors of
the Company (who have taken all reasonable care to ensure that such is the
case) the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Founders, to the extent that they are not directors of the Company, accept
responsibility for the information contained in this announcement, including
expressions of opinion, relating to themselves, their immediate families,
related trusts and connected persons. To the best of the knowledge and belief
of the Founders who are not directors of the Company, (who have taken all
reasonable care to ensure that such is the case) the information contained in
this announcement for which they accept responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
Tristream accepts responsibility for the information contained in this
announcement, including expressions of opinion, relating to its connected
persons. To the best of the knowledge and belief of Tristream, (which has
taken all reasonable care to ensure that such is the case) the information
contained in this announcement for which it accepts responsibility is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
For further information: www.acpenergyplc.com
ACP Energy
Paul Welch, Executive Chairman +44 20 7193 2376/ stacey@acpenergyplc.com
Cairn Financial Advisers LLP +44 20 7213 0880
Rule 3 Advisers
Jo Turner / Liam Murray
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name 1. James Orbell
2. Paul Welch
3. Stuart Firth
2 Reason for notification
a. Position/Status Director
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name ACP Energy plc
b. LEI
984500U7BE6CK4AFD732
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, type of instrument
Identification Code Ordinary shares of £0.002 each
GB00BNVSX371
b. Nature of the transaction Gift of Ordinary shares of £0.002 each
c. Price(s) and volume(s)
Price(s) Volume(s)
1. Nil 5,446,375
2. Nil 5,446,375
3. Nil 1,980,500
d. Aggregated information
12,873,250 ordinary shares at Nil cost
e. Date of the transaction 13 September 2024
f. Place of the transaction London, UK
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