REG - Angus Energy PLC - Result of Placing and Conditional Subscription

Angus EnergyAnnouncement

19/12/2022 10:30

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RNS Number : 1687K  Angus Energy PLC  19 December 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR NEW ZEALAND OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A BREACH OF ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER FOR SALE OR
SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE
OF ANY SECURITIES OF ANGUS ENERGY PLC IN ANY JURISDICTION WHERE TO DO SO WOULD
BREACH ANY APPLICABLE LAW OR REGULATION.

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.

 

19 December 2022

Angus Energy Plc

("Angus Energy", the "Company" or the "Group") (AIM: ANGS)

 

Result of Placing and Conditional Subscription

Confirmation of Settlement in shares of £1m of Deferred Consideration

Angus Energy Plc (AIM:ANGS) is pleased to announce that, further to its
announcement of earlier today it has successfully closed the Placing and
Subscription to raise £7.1m, of which £1.48m is conditional on shareholder
approval.

 

The Placing has raised, in aggregate, gross proceeds of £1.89m through the
placing of 115,000,000 Ordinary Shares (the "Placing Shares"); and the
Subscription has raised an initial £3.7m through the issue of 226,219,000
Ordinary Shares (the "Initial Subscription Shares"), at a price of 1.65p per
share (for a total initial fundraise of £5.6m, subject only to Admission.

 

In addition, the Company has conditionally raised further gross proceeds of
£1.5m through a subscription of 89,781,000 new Ordinary Shares, subject to
approval of certain Resolutions at an upcoming General Meeting of the Company
(the "Conditional Subscription Shares"), also at a price of 1.65 pence per
share.

 

As set out in the announcement of earlier today, the issue of the Placing
Shares will be accompanied by the issue of 57,500,000 warrants; the Initial
Subscription Shares and the Conditional Subscription Shares will be
accompaniesd by the issue of 158,000,000 warrants in aggregate.

 

Each Warrant grants the holder the right to subscribe for one additional new
Ordinary Share at the Fundraising Price and is exercisable for a period of 3
years from the date commencing six months after the date of issue; although
the issue of the Warrants is also subject to the approval of the Resolutions
at the General Meeting.

 

Details of the Placing and Conditional Subscription

The Fundraising is being conducted in two tranches; with the initial tranche
of new Ordinary Shares being issued under the Company's pre-existing share
capital authorities and the second tranche of new Ordinary Shares, and
Warrants in respect of the entire Fundraising, being subject to shareholders
passing the Resolutions at the General Meeting. The Placing Shares and certain
of the Subscription Shares are to be issued in the first tranche of the
Fundraising, with any Warrants to be issued to Placees and subscribers being
subject to the passing of the requisite Resolutions.

 

Accordingly, the Company intends to issue, in aggregate, up to 341,219,000 new
Ordinary Shares to participants in the Placing and Subscription under the
Company's pre-existing share capital authorities to allot equity securities
granted at the Company's general meeting held on 13 June 2022, to raise gross
proceeds of approximately £5.6 million (the "First Tranche Shares"). Subject
to, inter alia, the passing of the Resolutions, the Company intends to issue
up to a further 89,781,000 new Ordinary Shares (the "Second Tranche Shares"),
by way of direct subscriptions to raise gross proceeds of approximately a
further £1.5 million. The Second Tranche Shares are expected to be admitted
to trading on AIM on or around one business day following the proposed General
Meeting, subject to the Resolutions being passed, and a further announcement
will be made at that time.

 

The net proceeds of the Fundraising will be utilised by the Company to fund
operational activities, settle a liability that has recently arisen under the
hedge and for the Group's general working capital purposes.

Partial Satisfaction of Deferred Consideration

The agreement regarding the settlement in shares of £1 million of deferred
consideration due to Forum Energy as further detailed in the announcement of
7am today has now been executed and will proceed as detailed therein.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the
341,219,000 First Tranche Shares to trading on AIM. It is expected that
admission will become effective and dealings in the Placing Shares commence on
AIM at or around 8.00 a.m. on 23 December 2022 (or such later date as may be
agreed between the parties, but no later than 28 February 2023).

 

Application will also be made to the London Stock Exchange for admission of
the 89,781,000 Second Tranche Shares to trading on AIM. Admission is
conditional on the passing at the Resolutions at the upcoming General Meeting
on the Company anticipated to be no later than 25 January 2023. Accordingly,
subect to the passing of the Resolution, Admission for the Second Tranche
Shares is anticipated to become effective and dealings in the Second Tranche
Shares are expected to commence on AIM on or around one business day following
the proposed General Meeting, subject to the Resolutions being passed, and a
further announcement will be made at that time

Both the First Tranche Shares and the Second Tranche Shares will be issued
fully paid and will rank pari passu in all respects with the Company's
existing Ordinary Shares.

For the purposes of the FCA's Disclosure and Transparency Rules ("DTRs"),
following Admission of the First Tranche Shares, the total number of Ordinary
Shares in the capital of the Company in issue will be 3,279,989,014 with
voting rights. This figure may be used by shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the Company's share
capital pursuant to the Company's Articles. A further disclosure will be made
for the Second Tranche Shares after the General Meeting of the Company.

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings ascribed to such terms in the Company's announcement made on
19 December 2022, unless the context requires otherwise.

George Lucan, CEO, commented: "The sidetrack well SF-07 is now drilled and
cased right up to and into the target Westphalian gas bearing reservoir.  The
most risky part of the drilling programme is now behind us with the section
most prone to hole collapses, which has been problematic on many previous
sidetracks, now fully secured and cased.  We look forward to completing the
final horizontal open hole section in the first two weeks of January and
reporting flow tests immediately thereafter.

 

There is much to look forward to in the year ahead: not least the bringing
online of the second compressor and the ability to run the process plant at
rates above 10mmscfd with a backdrop of high gas and rolled gas hedge prices,
alongside the potential to develop gas and energy storage projects whilst we
continue rapidly paying down the existing development debt and satisfying the
deferred consideration payable in respect of the acquisition of the remaining
49% of this Field earlier this year.

 

We are delighted with the support shown from new and existing investors in
this fundraising and look forward to the year ahead for the Company. "

 

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 (Nomad)
www.beaumontcornish.com (http://www.beaumontcornish.com)

 

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

 

WH Ireland Limited (Broker)

 

Harry Ansell / Katy Mitchell
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), majority owns and operates conventional oil production
fields at Brockham (PL 235) and Lidsey (PL 241) and has a 25% interest in the
Balcombe Licence (PEDL244). Angus Energy operates all fields in which it has
an interest.

 

Important Notices

This announcement contains 'forward-looking statements' concerning the Company
that are subject to risks and uncertainties. Generally, the words 'will',
'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects',
'aims', 'intends', 'anticipates' or similar expressions or negatives thereof
identify forward-looking statements. These forward-looking statements involve
risks and uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely. The Company cannot give any assurance that such
forward-looking statements will prove to have been correct. The reader is
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this announcement. The Company does not
undertake any obligation to update or revise publicly any of the
forward-looking statements set out herein, whether as a result of new
information, future events or otherwise, except to the extent legally
required.

 

Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of the Company.

 

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