REG - Angus Energy PLC - Notice of General Meeting

Angus EnergyAnnouncement

12/10/2023 07:00

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RNS Number : 8508P  Angus Energy PLC  12 October 2023

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.

12 October 2023

 

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 30 October 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) .

 

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

 

General Meeting

 

On 28 September 2023, the Company announced that Kemexon Ltd has agreed to
convert its £3 million Junior Bridge Facility (Kemexon Facility), together
with £311,378.19 of interest and £94,441.64 of fees, into equity in the
Company at a price of 0.66 pence per share, which would result in the issue of
516,033,308 new Ordinary Shares in the Company (Kemexon Conversion Shares). As
explained in that announcement, the Company is required to increase its
Directors' authorities to enable it to issue and allot the Kemexon Conversion
Shares. Application will be made to the London Stock Exchange for admission of
the Kemexon Conversion Shares following the holding of the general meeting to
increase the Directors' authorities, and it is expected that admission will
become effective and dealings in the Kemexon Conversion Shares on AIM will
commence within seven days of the holding and passing of the necessary
resolutions.

In addition, the Company is required to increase its Directors' authorities to
enable it to allot new Ordinary Shares in connection with the following:

1.    the grant to Aleph Finance Limited of warrants to subscribe for up to
300,000,000 new Ordinary Shares (Aleph Warrant Shares) as part of the £6m
Junior Bridge Facility arrangements, as announced on 21 July 2023 (Aleph
Facility); and

2.    in accordance with the terms of the Aleph Facility, the allotment of
shares in connection with any future agreement between the Company and Aleph
regarding the repayment of the Aleph Facility in equity on maturity in lieu of
cash, in either case up to a maximum of 1,500,000,000 new Ordinary Shares
(Aleph Facility Shares).

 

In respect of point 2 above, it is a requirement of the Aleph Facility that
the Company seek Shareholder approval for the necessary authority to issue
such number of Ordinary Shares to be issued regarding mutual agreement to
repay the Aleph Facility and therefore whilst the Company does not currently
expect these Ordinary Shares to be issued given the ongoing discussions to
complete a global refinance of this and other Company indebtedness, it is
complying with these requirements now in putting such resolutions to
Shareholders.

Accordingly, the Company is now convening a general meeting (GM) to table the
necessary shareholder resolutions to enable the Directors to allot new
Ordinary Shares in accordance with the above, being:

1.    resolutions to authorise the issue of new Ordinary Shares comprising
the Kemexon Conversion Shares, the Aleph Warrant Shares and the Aleph Facility
Shares, 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.

 

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
 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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