REG - Angus Energy PLC - Notice of General Meeting

Angus EnergyAnnouncement

22/12/2022 10:15

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RNS Number : 6220K  Angus Energy PLC  22 December 2022

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.

22 December 2022

 

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 Fladgate LLP,
16 Great Queen Street, London WC2B 5DG on Monday 9 January 2023 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) .

 

General Meeting

 

On 19 December 2022 the Company announced that it had successfully raised
gross proceeds of approximately £7 million by means of a placing to certain
institutional and other investors to raise approximately £2 million, (the
"Placing") and a direct subscription to raise approximately £5 million (the
"Subscription") (together, the "Fundraising"), in each case at a price of 1.65
pence per share (the "Fundraising Price").

The Fundraising was conducted in two tranches, with the initial tranche of new
Ordinary Shares under the Fundraising (comprising in aggregate 341,219,000
Ordinary Shares, being the shares issued under the Placing and 226,219,000
shares issued under the Subscription) being issued under the Company's
pre-existing share capital authorities, and the second tranche of 89,781,000
new Ordinary Shares ("Conditional Subscription"), together with 311,250,000
warrants in respect of the entire Fundraising ("Warrants"), being subject to
shareholders passing the certain resolutions ("Resolutions") at a General
Meeting ("GM").

In addition, and conditional upon the passing of the Resolutions, Forum Energy
Services Ltd ("Forum") has agreed to accept the allotment and issue of
60,606,061 new Ordinary Shares (the "Forum Share Issue") at the Fundraising
Price (together with the issue of 30,303,030 warrants on the same basis as
applicable to the Fundraising ("Forum Warrants")) in settlement of the
Company's obligation to pay certain deferred consideration of £1,000,000 to
Forum in accordance with the Saltfleetby SPA as announced on 24 May 2022.

Accordingly, the Company is now convening a general meeting to table the
necessary Resolutions, being:

1.         resolutions to authorise the issue of new Ordinary Shares
in connection with the Conditional Subscription, Warrants, the Forum Share
Issue and the Forum Warrants and to disapply statutory pre-emption rights in
respect of such allotments; and

 

2.         to authorise the Directors to allot further Ordinary Shares
and to disapply statutory pre-emption rights in respect of allotment up to a
certain amount. This will give the Directors flexibility to allot further
Ordinary Shares in the future should they consider it to be in the best
interests of the Company to do so.

 

 

The GM will be held at the offices of Fladgate LLP, 16 Great Queen Street,
London WC2B 5DG on Monday 9 January 2023 at 11.00 a.m. The formal notice of
the meeting is set out on page 5  of the Circular and contains the proposed
resolutions to be considered and voted on at the meeting. Further details of
the proposed resolutions are set out in the section entitled "Explanatory
notes to the business of the GM" on page 4.

It is anticipated, subject to the passing of the Resolutions, that admission
to AIM of the Ordinary Shares to be issued under the Conditional Subscription
and the Forum Share Issue will become effective on 12 January 2023. The total
Warrants and Forum Warrants, subject to the passing of the Resolutions and
assuming no exercise of existing options and warrants, would be 341,553,030
representing 9.96% of the issued share capital of the Company as enlarged by
the Fundraising and the Forum Share Issue.

We strongly encourage you to vote on all resolutions by completing a proxy
form in advance of the meeting, appointing the Chair of the meeting as your
proxy, whether or not you are ultimately able to attend in person.

 

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)

 

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

 

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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