REG - AIM Coastal Africa Group - Schedule One Update - Coastal Africa Group Limited

BPAnnouncement

05/06/2026 09:00

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RNS Number : 1030H  AIM  05 June 2026

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
 WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:

 Coastal Africa Group Limited ("CAGL" or the "Company")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES):

 c/o Ascentium (BVI) Ltd.

 Craigmuir Chambers

 Road Town

 Tortola VG 1110

 British Virgin Islands

 COUNTRY OF INCORPORATION:

 British Virgin Islands

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 From Admission the following website will include AIM Rule 26 disclosures.

 www.coastalafrica.com (http://www.coastalafrica.com)

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:

 CAGL is an investing company which was incorporated in BVI on 30 December
 2025. The Company has been established with the ultimate objective of creating
 value for its investors through the acquisition and management of companies or
 assets in the energy sector.

 The Company's acquisition strategy will be primarily focused on the oil and
 gas sector (including upstream and mid-stream opportunities), energy
 infrastructure, energy services and energy assets in West Africa, though it
 may consider opportunities in other jurisdictions where the Directors believe
 there are opportunities to create shareholder value.

 The Company does not currently own any trading businesses or operational
 assets and has not generated revenue to date. The Company has three
 subsidiaries, one of which is incorporated in a core target jurisdiction, and
 no subsidiary has traded to date. The Company is an 'investing company' for
 the purposes of the AIM Rules. In due course the Company intends to undertake
 an acquisition which will result in the Company becoming an operating company
 and its Investing Policy ceasing to apply (the "Acquisition").

 Whilst the Company seeks to identify and undertake an Acquisition, it intends
 to acquire a portfolio of minority, non-controlling interests in assets in the
 West African oil and gas sector (the "Minority Investments").

 The Directors believe that production from shallow water assets in Nigeria has
 dwindled due to dilapidated infrastructure and underinvestment but there
 remains significant untapped, recoverable resources. With a series of these
 assets potentially coming to market through: (i) the ongoing Nigeria Upstream
 Petroleum Regulatory Commission licensing round for undeveloped fields, which
 the Company has pre-qualified for, has procured the relevant data packages and
 is currently preparing its technical and commercial submission, (ii) legacy
 and current bid rounds awarded to companies seeking Technical and Financial
 Partners and (iii) the Nigerian National Petroleum Company Limited's major
 divestment programme, announced in December 2025, for which the Company has
 also been pre-qualified and intends to bid for specific asset packages as part
 of a competitive auction process.

 Investing Policy:

 Sector Focus - the Company intends to focus its search in relation to both the
 Acquisition and the Minority Investments on the oil and gas sector (including
 upstream and mid-stream opportunities), energy infrastructure, energy services
 and energy assets.

 Geographic focus: the Company's initial focus will be on offshore assets in
 West Africa, in particular in the core target markets of Nigeria and Angola,
 though in the future, the Company may invest across Africa and, where there is
 a marine evacuation opportunity, may consider onshore or swamp assets.

 Proposed targets: The Company intends to make the Acquisition and become an
 operating company within 18 months of Admission in accordance with the AIM
 Rules for Companies. The Acquisition, which would result in the Company
 becoming an operating company, may be direct or indirect licence acquisitions,
 direct interests in producing and/or non-producing oil and gas assets, quoted
 or unquoted companies, made by acquisition or through farm-ins, in companies,
 partnerships or incorporated or unincorporated joint ventures or licence
 interests. The Company may target "stranded jewels" (formerly prolific assets
 whose production has dwindled), proven stand-alone shallow water brownfields
 with existing appraisal wells or cluster developments. The Company may also
 seek to undertake investments in processing, storage and evacuation facilities
 through the provision of Floating Production Storage and Offloading units
 (FPSOs), Floating Storage and Offloading units (FSOs) and Mobile Offshore
 Production Units (MOPUs). The Company may also consider appraisal stage assets
 as part of a wider development/drilling programme.

 Whilst the Company seeks to identify and undertake the Acquisition, the
 Company anticipates investing in the Minority Investments through the
 acquisition of interests in licences or working interests, incorporated or
 unincorporated joint ventures or shares in companies. These assets include
 producing and/or non-producing as well as oil and gas processing, storage and
 evacuation facilities. The Minority Investments will be classified as
 investments and the Company will continue to function as an investing company.

 Types of investment and control of investments: Once suitable assets for the
 Acquisition have been identified, it is anticipated that the Company will
 acquire directly or indirectly and control one or more licences which it will
 operate alone or through incorporated or unincorporated joint ventures or
 working interests, assets, businesses or shares or companies on a long-term
 basis and the Company will become an operating company at this stage. The
 Company intends, where possible, to actively support the management and
 development of the assets that it acquires irrespective of the equity
 ownership acquired in the assets with a view to improving performance and
 adding value to the assets. The Company will not seek to make stand-alone debt
 investments.

 Whilst the Company is seeking to identify and undertake the Acquisition, it is
 anticipated that the Company will acquire non-controlling, non-operated
 minority interests in projects, assets, businesses or shares in companies or
 through incorporated or unincorporated joint ventures. There is no maximum or
 minimum number of such investments that the Company can hold at any one time.
 Similarly, there are no limits nor minimum or maximum exposure limits to any
 such investments or geography.

 Investment size and leverage: When making the Acquisition the Company places
 no limitation on the size of the investment it seeks to make and the Company
 may utilise debt facilities to fund in whole or part of the Acquisition.

 Nature of returns: it is anticipated that returns to Shareholders will be
 delivered through an appreciation in the Company's share price. The Company's
 current intention ahead of the Acquisition is to retain earnings for its
 further operations, per the Company's dividend policy.

 Whilst the Company seeks to identify and undertake the Acquisition, any
 Minority Investments made would be made from existing cash resources available
 to the Company. If necessary, additional capital investment is expected to be
 funded through further equity issuance.

 Agreements with BP Oil International Limited

 The Company has entered into the following agreements with BP Oil
 International Limited ("BP Oil"):

 Convertible Loan Notes: Upon Admission, BP Oil has agreed to subscribe for
 £10 million of convertible loan notes issued by the Company pursuant to a
 convertible loan note agreement dated 4 June 2026.

 Exclusivity Agreement: The Company has entered into an exclusivity agreement
 with BP Oil relating to the offtake and marketing of crude oil and condensate
 (the "Exclusivity Agreement").

 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):

 Number of ordinary shares of no par value each in the share capital of the
 Company ("Ordinary Shares") to be admitted: 135,783,627

 Issue price per ordinary share: 161 pence

 No Ordinary Shares will be held in treasury.

 The Ordinary Shares will be freely transferable and have no restrictions as to
 transfer placed on them.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 Capital to be raised on Admission: £17,361,647*

 Anticipated market capitalisation on Admission: £218,661,647

 * this figure does not include the £10,000,000 of convertible loan notes
 being issued to BP Oil

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 93.3%

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 None

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

 N

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):

 Peter Kimpel, Non-Executive Chairman

 Conrad Johan Clauson, Chief Executive Officer

 Ogbemi Eyituovo Ofuya, Chief Financial Officer

 Cornelius Johan Eek Clauson, Commercial Director

 Richard James Edward Moore, Independent Non-Executive Director

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):

                   Percentage of issued share capital before Admission  Percentage of share capital after Admission
 The Crest Trust*                      90.23%                                               83.07%
 Peter Kimpel                          5.00%                                                4.60%
 Joh. Berenberg, Gossler & Co. KG      -                                                    4.74%
 *The Crest Trust is beneficially owned by Camilla Clauson (wife of Conrad
 Clauson, CEO), and their four children (Cornelius, Celestine, Cielle and
 Cassius Clauson). 12,791,667 of these shares are being held by The Crest Trust
 on behalf of the Company to satisfy awards under a future employee share
 scheme on the direction of the Company.

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 Joh. Berenberg Gossler & Co. KG, London Branch is being paid a commission
 of £500,000 for the subscription by a person introduced by it.

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:

 i)          31 December

 ii)         N/A - no historical financial information

 iii)   Unaudited interim accounts for the period 30 December 2025 to 30 June
 2026 by 30 September 2026; audited annual accounts for the period 30 December
 2025 (incorporation) to 31 December 2026 by 30 June 2027; unaudited interim
 accounts for the six month period ending 30 June 2027 by 30 September 2027

 EXPECTED ADMISSION DATE:

 10 June 2026

 NAME AND ADDRESS OF NOMINATED ADVISER:

 SP Angel Corporate Finance LLP

 Prince Frederick House

 35-39 Maddox Street

 London

 W1S 2PP

 NAME AND ADDRESS OF BROKER:

 SP Angel Corporate Finance LLP

 Prince Frederick House

 35-39 Maddox Street

 London

 W1S 2PP

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:

 Copies of the document will be available free of charge to the public during
 normal business hours on any day (Saturdays, Sundays and public holidays
 excepted) at the offices of Simmons & Simmons' registered office at
 Citypoint, One Ropemaker Street, London, EC2Y 9SS, United Kingdom in
 accordance with the AIM Rules. The document will also be available for
 download from the Company's website at www.coastalafrica.com

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 The QCA Corporate Governance Code

 DATE OF NOTIFICATION:
 5 June 2026

 NEW/ UPDATE:

 Update

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

Joh. Berenberg Gossler & Co. KG, London Branch is being paid a commission
of £500,000 for the subscription by a person introduced by it.

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:

 

i)          31 December

ii)         N/A - no historical financial information

iii)   Unaudited interim accounts for the period 30 December 2025 to 30 June
2026 by 30 September 2026; audited annual accounts for the period 30 December
2025 (incorporation) to 31 December 2026 by 30 June 2027; unaudited interim
accounts for the six month period ending 30 June 2027 by 30 September 2027

 

EXPECTED ADMISSION DATE:

 

10 June 2026

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

SP Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox Street

London

W1S 2PP

 

NAME AND ADDRESS OF BROKER:

 

SP Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox Street

London

W1S 2PP

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

 

Copies of the document will be available free of charge to the public during
normal business hours on any day (Saturdays, Sundays and public holidays
excepted) at the offices of Simmons & Simmons' registered office at
Citypoint, One Ropemaker Street, London, EC2Y 9SS, United Kingdom in
accordance with the AIM Rules. The document will also be available for
download from the Company's website at www.coastalafrica.com

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

The QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

5 June 2026

 

NEW/ UPDATE:

 

Update

 

 

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