REG - Angus Energy PLC - Notice of General Meeting (“GM”)

Angus EnergyAnnouncement

27/02/2024 17:15

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RNS Number : 6753E  Angus Energy PLC  27 February 2024

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

27 February 2024

 

Angus Energy Plc

("Angus Energy", the "Company" or together with its subsidiaries, the "Group")

(AIM:ANGS)

 

 

Notice of General Meeting ("GM")

 

The Company announces that is has today posted a Circular to Shareholders
convening a General Meeting ("GM") to be held at the offices of Fieldfisher
LLP, 9th Floor, Riverbank House, 2 Swan Lane, London, EC4R 3TT on Thursday 14
March 2024 at 11.00 a.m (the "Circular"). A copy of the Circular is also
available from the Company's website, www.angusenergy.co.uk
(http://www.angusenergy.co.uk) .

 

Extracts from the Circular are set out below including the background:

 

General Meeting

 

1.         Introduction

On 22 February 2024, Angus Energy PLC (the "Company") announced that, further
to agreeing terms with a subsidiary of Trafigura Group PTE Ltd ("Trafigura")
for a refinancing of its existing debt, it has signed definitive loan
documentation which allowed it to draw down in full on the £20 million loan
facility (the "Facility") with Trafigura (the "Announcement"). The existing
senior debt of £4.56 million was transferred to Trafigura, and the proceeds
of the Facility will be applied to repay the bridge facility of £6 million
(the "Bridge Facility"), and £1.75 million of the original £6.25 million
deferred consideration due to Forum Energy Services Limited ("Forum") from the
sale of Saltfleetby Energy Limited's 49% interest in the Saltfleetby Field to
the Company in 2022 (the "Saltfleetby Sale"). The balance of funds from the
Facility will be used to pay legacy creditors and invest in wells and
equipment to increase gas production from Saltfleetby and restart oil
production from the Brockham Field in Southern England.

Revenue Share Agreements

As part of the senior debt facility secured in 2021 to redevelop the
Saltfleetby Field, under separate revenue share agreements (the "Revenue Share
Agreements") made on 17 May 2021 with, among others, (1) Mercuria Energy
Trading S.A. ("Mercuria"), (2) Aleph Saltfleetby Ltd ("Aleph Saltfleetby") and
(3) Aleph Energy Ltd ("Aleph") (together the "Royalty Holders") the Company
acquired commitments to pay royalties to the lenders from the three current
producing wells on repayment of that part of the debt associated with the
construction of field facilities.

Under deeds of variation to the Revenue Share Agreements (the "Deeds of
Variation"), each entered into on 22 February 2024, it has been agreed with
the Royalty Holders that, until June 2025, the respective royalties due under
the Revenue Share Agreements will be settled either in cash or through the
issue of new ordinary shares of £0.002 each in the capital of the Company
("Ordinary Shares") at a 15% discount to the 30 day volume weighted average
price.

Forum

Under the terms of a deed entered into on 22 February 2024 between, among
others, Forum and the Company (the "Forum Deed"), it has been agreed to vary
the terms of the Saltfleetby Sale such that, of the remaining deferred
consideration:

£400,000 is due on 30 June 2024;

further payments of £300,000 each are due on each calendar quarter from and
including 30 September 2024 to and including 31 March 2025; and

the balance of £1,586,705 is due on 30 June 2025.

Under the terms of the Forum Deed, should the Company fail to make any of the
above cash payments, Forum can instead elect to receive such payment in new
Ordinary Shares issued at a 15% discount to the 30 day volume weighted average
price.

Fee agreement

Under the terms of an agreement made on 22 February 2024 between (1) the
Company, (2) Aleph Commodities Limited ("ACL") and (3) Aleph Finance Limited
("AFL") (the "ACL and AFL Agreement"):

(a)          ACL will receive a fee for structuring and assistance in
securing the Facility of £750,000, to be satisfied by the issue of
187,500,000 new Ordinary Shares at 0.40 pence per share;

AFL, as the provider of the Bridge Facility, will receive in aggregate
£256,052, to be satisfied by the issue of 64,013,000 new Ordinary Shares to
ACL at 0.40 pence per share; and

a further amount of new Ordinary Shares representing accrued interest will be
issued to ACL.

In order to enable it to issue all the various new Ordinary Shares under the
various arrangements described above, the Company is required to increase its
Directors' authorities, which requires the approval of the shareholders of the
Company at a general meeting.

2.           General Meeting

You will find at the end of this document a notice convening the General
Meeting, to be held at Fieldfisher's offices, 9th Floor, Riverbank House, 2
Swan Lane, London EC4R 3TT, United Kingdom on 14 March 2024 at 11:00 a.m.. The
Resolutions to be proposed at the General Meeting are as follows:

Resolutions 1 and 2 - Directors' authority to allot shares

The Directors currently have limited authority to allot Ordinary Shares in the
Company and to grant rights to subscribe for or convert any securities into
shares in the Company. The authorisations being sought by Resolutions 1 and 2
will permit the Directors to:

allot shares or grant rights to subscribe for or convert any securities into
shares up to an aggregate nominal amount of £3,600,000.00 in respect of the
various arrangements described in paragraph 1 above;

other than pursuant to Resolution 1, allot shares or grant rights to subscribe
for or convert any securities into shares up to an aggregate nominal amount of
£2,761,928.89, representing approximately one third of the issued Ordinary
Share capital of the Company as at the date of the Notice of General Meeting;
and

allot Ordinary Shares or grant rights to subscribe for or convert any
securities into Ordinary Shares in connection with an offer by way of rights
issue to existing holders of Ordinary Shares up to an aggregate nominal amount
of £5,523,857.78, as reduced by the nominal amount of any shares allotted or
rights granted under the above authorisation, representing (before any such
reduction) approximately two thirds of the issued Ordinary Share capital of
the Company as at the date of the Notice of General Meeting.

Resolutions 1 and 2 are being proposed as ordinary resolutions.

Resolutions 3 and 4 - Disapplication of statutory pre-emption rights

The Directors currently have limited power, in certain circumstances, to allot
equity securities for cash other than in accordance with statutory pre-emption
rights (which require a company to offer all allotments for cash first to
existing shareholders in proportion to their holdings). Resolutions 3 and 4,
subject to the passing of Resolutions 1 and 2 respectively, disapply the
pre-emption rights under the Act which would otherwise apply on an allotment
of Ordinary Shares, the grant of rights to subscribe for or convert any
securities into Ordinary Shares for cash. They are limited to allotments,
grants of rights:

(a)          made in connection with the various arrangements
described in paragraph 1 above;

(b)         made in connection with rights issues or other pre-emptive
offers where the Ordinary Shares or rights are offered first to existing
shareholders in proportion (as nearly as may be practicable) to their existing
holdings of Ordinary Shares;

(c)          otherwise, up to an aggregate nominal amount of
£828,578.67, representing approximately 10 per cent. of the issued Ordinary
Share capital of the Company as at the date of the Notice of General Meeting;
and

(d)         otherwise, up to a nominal amount equal to 20 per cent. of
any allotment pursuant to the bullet point above, to be used only for the
purposes of a follow-on offer.

Resolutions 3 and 4 are being proposed as special resolutions.

Resolution 5 - Disapplication of statutory pre-emption rights

Resolution 5, subject to the passing of Resolution 2, disapplies the
pre-emption rights under the Act which would otherwise apply on an allotment
of Ordinary Shares, the grant of rights to subscribe for or convert any
securities into Ordinary Shares, and/or the sale of Ordinary Shares held in
treasury, for cash. It is limited to allotments, grants of rights and/or the
sale of treasury shares:

(a)          up to an aggregate nominal amount of £828,578.67,
representing approximately 10 per cent. of the issued Ordinary Share capital
of the Company (excluding treasury shares) as at the date of the Notice of
General Meeting, such authority to be used only for the purposes of financing
(or refinancing, if the authority is to be used within 12 months after the
original transaction) a transaction which the Directors determine to be either
an acquisition or a specified capital investment of a kind contemplated by the
Statement of Principles on Disapplying Pre-Emption Rights most recently
published by the Pre-Emption Group prior to the date of the Notice of General
Meeting; and

otherwise, up to a nominal amount equal to 20 per cent. of any allotment
pursuant to the bullet point above, to be used only for the purposes of a
follow-on offer.

Resolution 5 is being proposed as a special resolution.

The full text of the Resolutions is set out in the Notice of General Meeting
and a form of proxy to be used in connection with the General Meeting is
enclosed. The actions that you should take to vote on the Resolutions
contained in the Notice of General Meeting and the recommendation of the Board
are set out in paragraphs 3 and 4 respectively of this letter.

 

 

END

 

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)

 

Richard Herbert

Chief Executive
Director
                Via Flagstaff

 

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

 

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.

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