REG - Angus Energy PLC - Holding in Company and Completion of Acquisition

Angus EnergyAnnouncement

01/06/2022 11:15

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RNS Number : 5731N  Angus Energy PLC  01 June 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU No. 596/2014) ("MAR"). THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

1 June 2022

 

Angus Energy Plc

("Angus Energy" or the "Company")

Holding in Company and

Completion of Acquisition of Saltfleetby Energy Limited

 

Further to RNS of 24 May, Forum Energy Services Limited ("Forum") was granted
91 million Initial Consideration Shares representing approximately 4% of the
Company's fully enlarged share capital resulting from the series of
transactions undertaken to acquire Saltfleetby Energy Limited.  These shares
were specifically not subject to any lock-up provisions and were disposed of
by Forum as part of a vendor acquisition placing arranged by the Company's
brokers as recorded in this TR-1, reproduced without amendment below.

The Company notes that all other shares issued or to be issued (subject to
shareholder approval at General Meeting on 13 June) are either subject to
lock-up provisions detailed in that RNS or are, the Company understands,
intended to form part of a 21% strategic stake taken by an investor group led
by Aleph International Holdings (UK) Limited ("Aleph").

The Company also confirms that following admission of the Forum consideration
shares on 27 May 2022 the acquisition of SEL completed, thereby giving Angus a
100% interest in the Saltfleetby Licence.

George Lucan, CEO, comments:  "We are pleased to have completed the
acquisition of Saltfleetby Energy Limited.  It is the Board's view that the
acquisition and associated share issuance, taken in totality, will be highly
accretive for Angus shareholders this year and in the years following.

The acquisition of Saltfleetby Energy Limited approximately doubles the value
of Angus' interest in the Saltfleetby Licence to approximately £50 million on
the basis that the Competent Persons Report of October 2021 ascribed a
conservative £25.4 million P90 valuation to Angus' 51% interest in October
after all associated debt funding was taken into account.

Allowing for shareholder approval of the issue of all shares contemplated by
these transactions, but before warrant exercise, this £50 million would
represent a value per share for that licence interest alone of 1.95 pence -
without any value given to Angus' other assets.  Even should the Company's
convertible loan noteholder elect to convert the Company's Loan Note later
this year (see RNS 20 October 2021), that value per fully diluted share would
still be 1.85 pence.

As noted in our RNS of 24 May 2022, the October 2021 Competent Persons Report
used an average price per therm for gas of under 70 pence over the  entire
life of the field whilst the Heren NBP forward price for gas is presently
trading at a level which is over double that number out to 2025.  In that
regard we should note that over 70% of overall field revenues are unhedged
and the manifest benefits of this acquisition should be reviewed accordingly."

For further information on the Company, please visit www.angusenergy.co.uk
(http://www.angusenergy.co.uk) or contact:

Enquiries:

 

Angus Energy Plc
 
www.angusenergy.co.uk (http://www.angusenergy.co.uk)

 

George Lucan
 
Tel: +44 (0) 208 899 6380

 

Beaumont Cornish Limited (Nomad)      www.beaumontcornish.com
(http://www.beaumontcornish.com)

 

James Biddle / Roland Cornish                   Tel: +44 (0)
207 628 3396

 

WH Ireland Limited (Broker)

 

Katy Mitchell / Harry Ansell
Tel: +44 (0) 207 220 1666

 

Flagstaff PR/IR
 
angus@flagstaffcomms.com

 

Tim Thompson / Fergus Mellon                 Tel: +44 (0) 207
129 1474

 

Aleph Commodities
 
info@alephcommodities.com

 

About Angus Energy plc

Angus Energy plc is a UK AIM quoted independent onshore Energy Transition
company with a complementary portfolio of clean gas development assets,
onshore geothermal projects, and legacy oil producing fields. Angus is focused
on becoming a leading onshore UK diversified clean energy and energy
infrastructure company.  Angus Energy has a 100% interest in the Saltfleetby
Gas Field (PEDL005), has an 80% interest in conventional oil production fields
at Brockham (PL 235) and Lidsey (PL 241) and has a 25% interest in the
Balcombe Licence (PEDL244).  Angus operates all the fields in which it has a
licence interest.

 

 

Disclaimers - this Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Bookrunner nor Beaumont Cornish nor any of their respective
associates, directors, officers or advisers shall be obliged to update such
statements. Comparisons of results for current and any prior periods are not
intended to express any future trends or indications of future performance,
unless expressed as such, and should only be viewed as historical data.

Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated adviser to
the Company in relation to the matters referred herein. Beaumont Cornish
Limited is acting exclusively for the Company and for no one else in relation
to the matters described in this announcement and is not advising any other
person and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Beaumont Cornish
Limited, or for providing advice in relation to the contents of this
announcement or any matter referred to in it.

 

 

 

TR-1: Standard form for notification of major holdings

 

 NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
 FCA in Microsoft Word format if possible)(i)

 1a. Identity of the issuer or the underlying issuer of existing shares to                                                                                    Angus Energy PLC
 which voting rights are attached(ii):
 1b. Please indicate if the issuer is a non-UK issuer  (please mark with an
 "X" if appropriate)
 Non-UK issuer
 2. Reason for the notification (please mark the appropriate box or boxes with
 an "X")
 An acquisition or disposal of voting rights                                                                                                                                                                                                      X
 An acquisition or disposal of financial instruments
 An event changing the breakdown of voting rights
 Other (please specify)(iii):
 3. Details of person subject to the notification obligation(iv)
 Name                                                                                                                                                         Forum Energy Services Limited
 City and country of registered office (if applicable)                                                                                                        London, England
 4. Full name of shareholder(s) (if different from 3.)(v)
 Name
 City and country of registered office (if applicable)
 5. Date on which the threshold was crossed or reached(vi):                                                                                                   31/05/2022
 6. Date on which issuer notified (DD/MM/YYYY):                                                                                                               31/05/2022
 7. Total positions of person(s) subject to the notification obligation
                                                                            % of voting rights attached to shares (total of 8. A)  % of voting rights through financial instruments      Total of both in % (8.A + 8.B)  Total number of voting rights of issuer(vii)

(total of 8.B 1 + 8.B 2)
 Resulting situation on the date on which threshold was crossed or reached  23,91%                                                 N/A                                                   23.91%                          546,000,000
 Position of previous notification (if                                      27.89%                                                 N/A                                                   27.89%

 applicable)

 

 8. Notified details of the resulting situation on the date on which the
 threshold was crossed or reached(viii)
 A: Voting rights attached to shares
 Class/type of                                  Number of voting rights(ix)                                                                                 % of voting rights

shares

 ISIN code (if possible)
                                                Direct                                          Indirect                                                    Direct                                           Indirect

                                                (Art 9 of Directive 2004/109/EC) (DTR5.1)       (Art 10 of Directive 2004/109/EC) (DTR5.2.1)                (Art 9 of Directive 2004/109/EC) (DTR5.1)        (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
 GB00BYWKC989                                   546,000,000                                     0                                                           23.91%                                           0%

 SUBTOTAL 8. A                                  546,000,000                                                                                                 23.91%

 B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC
 (DTR5.3.1.1 (a))
 Type of financial instrument                   Expiration              Exercise/                                                   Number of voting rights that may be acquired if the instrument is        % of voting rights

date(x)
Conversion Period(xi)

                                                                                                                                    exercised/converted.

                                                                        SUBTOTAL 8. B 1                                             N/A

 B 2: Financial Instruments with similar economic effect according to Art.
 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
 Type of financial instrument  Expiration                               Exercise/                                 Physical or cash                                                  Number of voting rights  % of voting rights

date(x)
Conversion Period (xi)

                                                                                                                  settlement(xii)

                                                                                                                  SUBTOTAL 8.B.2                                                    N/A

 

 9. Information in relation to the person subject to the notification
 obligation (please mark the

 applicable box with an "X")
 Person subject to the notification obligation is not controlled by any natural                                                                                                                                           X
 person or legal entity and does not control any other undertaking(s) holding
 directly or indirectly an interest in the (underlying) issuer(xiii)
 Full chain of controlled undertakings through which the voting rights and/or
 the

financial instruments are effectively held starting with the ultimate
 controlling natural person or legal entity(xiv) (please add additional rows as
 necessary)
 Name(xv)                    % of voting rights if it equals or is higher than the notifiable threshold  % of voting rights through financial instruments if it equals or is higher  Total of both if it equals or is higher than the notifiable threshold
                                                                                                         than the notifiable threshold

 10. In case of proxy voting, please identify:
 Name of the proxy holder
 The number and % of voting rights held
 The date until which the voting rights will be held

 11. Additional information(xvi)

 

 Place of completion  London England
 Date of completion   31/05/2022

 

 Annex: Notification of major holdings (to be filed with the FCA only)

 A: Identity of the person subject to the notification obligation
 Full name (including legal form for legal entities)                           Forum Energy Services Limited
 Contact address (registered office for legal entities)                        3 Linkfield Road, Isleworth, Middlesex, TW7 6QG, United Kingdom
 E-Mail                                                                        pforrest@forumenergy.com (mailto:pforrest@forumenergy.com)
 Phone number / Fax number                                                     07584 420498
 Other useful information

 (at least legal representative for legal persons)

 B: Identity of the notifier, if applicable
 Full name                                                                     Paul Forrest
 Contact address                                                               3 Linkfield Road, Isleworth, Middlesex, TW7 6QG, United Kingdom
 E-Mail                                                                        pforrest@forumenergy.com (mailto:pforrest@forumenergy.com)
 Phone number / Fax number                                                     07584 420498
 Other useful information (e.g. functional relationship with the person or     Director
 legal entity subject to the notification obligation)

 C: Additional information

 

 

Please send the completed form together with this annex to the FCA at the
following email

address: Majorshareholdings@fca.org.uk
(file:///C%3A/Users/malonso/AppData/Local/Microsoft/Windows/Temporary%20Internet%20Files/Content.Outlook/09NET500/Majorshareholdings@fca.org.uk)
. Please send in Microsoft Word format if possible.

Notes

 

(i) Please note that national forms may vary due to specific national
legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the
applicable thresholds or information regarding capital holdings.

 

(ii) Full name of the legal entity and further specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g. address, LEI,
domestic number identity). Indicate in the relevant section whether the issuer
is a non UK issuer.

 

(iii) Other reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring of
financial instruments) or acting in concert.

 

(iv) This should be the full name of (a) the shareholder; (b) the natural
person or legal entity acquiring, disposing of or exercising voting rights in
the cases provided for in DTR5.2.1 (b) to (h)/ Article 10 (b) to (h) of
Directive 2004/109/EC; (c) all parties to the agreement referred to in Article
10 (a) of Directive 2004/109/EC (DTR5.2.1 (a)) or (d) the holder of financial
instruments referred to in Article 13(1) of Directive 2004/109/EC (DTR5.3.1).

 

As the disclosure of cases of acting in concert may vary due to the specific
circumstances (e.g. same or different total positions of the parties, entering
or exiting of acting in concert by a single party) the standard form does not
provide for a specific method how to notify cases of acting in concert.

 

In relation to the transactions referred to in points (b) to (h) of Article 10
of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the following list is provided
as indication of the persons who should be mentioned:

 

- in the circumstances foreseen in letter (b) of Article 10 of that Directive
(DTR5.2.1 (b)), the natural person or legal entity that acquires the voting
rights and is entitled to exercise them under the agreement and the natural
person or legal entity who is transferring temporarily for consideration the
voting rights;

 

- in the circumstances foreseen in letter (c) of Article 10 of that Directive
(DTR5.2.1 (c)), the natural person or legal entity holding the collateral,
provided the person or entity controls the voting rights and declares its
intention of exercising them, and natural person or legal entity lodging the
collateral under these conditions;

 

- in the circumstances foreseen in letter (d) of Article 10 of that Directive
(DTR5.2.1 (d)), the natural person or legal entity who has a life interest in
shares if that person or entity is entitled to exercise the voting rights
attached to the shares and the natural person or legal entity who is disposing
of the voting rights when the life interest is created;

 

- in the circumstances foreseen in letter (e) of Article 10 of that Directive
(DTR5.2.1 (e)), the controlling natural person or legal entity and, provided
it has a notification duty at an individual level under Article 9 (DTR 5.1),
under letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d))
or under a combination of any of those situations, the controlled undertaking;

 

- in the circumstances foreseen in letter (f) of Article 10 of that Directive
(DTR5.2.1 (f)), the deposit taker of the shares, if he can exercise the voting
rights attached to the shares deposited with him at his discretion, and the
depositor of the shares allowing the deposit taker to exercise the voting
rights at his discretion;

 

- in the circumstances foreseen in letter (g) of Article 10 of that Directive
(DTR5.2.1 (g)), the natural person or legal entity that controls the voting
rights;

 

- in the circumstances foreseen in letter (h) of Article 10 of that Directive
(DTR5.2.1 (h)), the proxy holder, if he can exercise the voting rights at his
discretion, and the shareholder who has given his proxy to the proxy holder
allowing the latter to exercise the voting rights at his discretion (e.g.
management companies).

 

(v) Applicable in the cases provided for in Article 10 (b) to (h) of Directive
2004/109/EC (DTR5.2.1 (b) to (h). This should be the full name of the
shareholder who is the counterparty to the natural person or legal entity
referred to in Article 10 of that Directive (DTR5.2) unless the percentage of
voting rights held by the shareholder is lower than the lowest notifiable
threshold for the disclosure of voting rights holdings in accordance with
national practices (e.g. identification of funds managed by management
companies).

 

(vi) The date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason triggered the
notification obligation. For passive crossings, the date when the corporate
event took effect.

 

(vii) The total number of voting rights shall be composed of all the shares,
including depository receipts representing shares, to which voting rights are
attached even if the exercise thereof is suspended.

 

(viii) If the holding has fallen below the lowest applicable threshold in
accordance with national law, please note that it might not be necessary in
accordance with national law to disclose the extent of the holding, only that
the new holding is below that threshold.

 

(ix) In case of combined holdings of shares with voting rights attached
"direct holding" and voting rights "indirect holding", please split the voting
rights number and percentage into the direct and indirect columns - if there
is no combined holdings, please leave the relevant box blank.

 

(x) Date of maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.

 

(xi) If the financial instrument has such a period - please specify this
period - for example once every 3 months starting from  date .

 

(xii) In case of cash settled instruments the number and percentages of voting
rights is to be presented on a delta-adjusted basis (Article 13(1a) of
Directive 2004/109/EC) (DTR 5.3.3.A).

 

(xiii) If the person subject to the notification obligation is either
controlled and/or does control another undertaking then the second option
applies.

 

(xiv) The full chain of controlled undertakings starting with the ultimate
controlling natural person or legal entity has to be presented also in the
cases, in which only on subsidiary level a threshold is crossed or reached and
the subsidiary undertaking discloses the notification as only thus the markets
get always the full picture of the group holdings. In case of multiple chains
through which the voting rights and/or financial instruments are effectively
held the chains have to be presented chain by chain leaving a row free between
different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.).

 

(xv) The names of controlled undertakings through which the voting rights
and/or financial instruments are effectively held have to be presented
irrespectively whether the controlled undertakings cross or reach the lowest
applicable threshold themselves.

 

(xvi) Example: Correction of a previous notification.

 

 

 

 

 

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