Circular & Notice of General Meeting
07/09/2022 07:00
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RNS Number : 5185Y President Energy PLC 07 September 2022
7 September 2022
PRESIDENT ENERGY PLC
("President" or the "Company")
CIRCULAR TO SHAREHOLDERS
Share Authorities
Capital Reorganisation
Change of Name to Molecular Energies PLC
Notice General Meeting
President Energy (AIM: PPC), the international energy company is today
publishing a Circular to be sent to shareholders containing a Notice convening
a General Meeting of the Company relating to various corporate matters,
including a share capital re-organisation and change of name. The Circular,
Notice of General Meeting and Proxy Form are available on the Company's
website at www.presidentenergyplc.com/investors/documents-circulars/
(http://www.presidentenergyplc.com/investors/documents-circulars/) .
Circular to Shareholders
President is today posting a circular to shareholders ("the Circular"). The
Circular is sent in connection with:
· a proposed capital reorganisation which will result in
shareholders holding one new ordinary share for every 200 existing ordinary
shares
· a proposed change of name of the Company to Molecular Energies
PLC with a new ticker LON: MEN
· a proposed extension of share authorities to give increased power
to the Directors to allot shares on a non-preemptive basis providing
flexibility in the evolving Group including its Green House Capital division
Green House Capital
The matters referred to in the Circular form part of a defined evolution
strategy of the Company, including a focus on the newly created Green House
Capital Division.
General Meeting
The Circular contains a Notice convening a general meeting of the Company to
consider and if thought fit approve the resolutions proposed in the Notice of
Meeting.
The Board unanimously recommends the passing of the relevant resolutions as
referred to in the Circular and intends to vote in favour of such in respect
of their holdings of approximately 29.9% of the entire issued share capital of
the Company.
Peter Levine, Chairman, commented:
"The proposals contained in the Circular represent another step in the
evolution of the Company.
"They demonstrate the intentions of the Directors to place the evolving Group
back into focus of value investors providing shareholders with total
shareholder returns as with the 20% dividend paid in specie in Atome Energy
shares to investors which has since that time grown by a further 36% in mark
to market value for those who have not sold their shares".
The Circular contains a Letter from the Chairman the body of which is set out
below;
1. Introduction
This document explains why the Board believes that it is in the best interests
of Shareholders that the resolutions ("the Resolutions") set out in the notice
of general meeting set out in the end of this document ("the Notice") to
effect the proposed Capital Reorganisation of the Company and grant the
directors authority to issue shares and to change the name of the Company to
Molecular Energies PLC be approved by the shareholders of the Company
("Shareholders").
The purpose of this document is to explain the background to and reasons for
the Capital Reorganisation, to explain why the Board considers the Capital
Reorganisation to be in the best interests of the Company and the Shareholders
as a whole and why the Directors recommend that you vote in favour of the
Resolutions.
2. Background to and reasons for the Capital Re-organisation
At the date of this letter there are 2,058,074,484 Existing Ordinary Shares of
1 pence each in the capital of the Company in issue. The middle market share
price of each Ordinary Share as at close on the date prior to the date of this
letter was 1.275 pence, giving a market capitalization of £26.24 million. The
Directors consider that the number of Existing Ordinary Shares is not only
unwieldly in volume for a company of President Energy's market capitalisation,
but when combined with the prevailing share price, is not conducive to an
orderly market. The Directors believe that both these factors may have the
potential to cause a de-stabilising effect on the share price due to certain
small trading having a disproportionate effect on share prices.
The Board believes that the consolidation of share capital will result in a
more appropriate number of shares in issue for a company of President Energy's
size in the UK market. The Consolidation may also help to make the Company's
shares more attractive to investors and may result in a narrowing of the
bid/offer spread, thereby improving liquidity.
In addition, the Company proposes to further undertake the Sub-division as
under the Act, a company is prohibited from issuing new shares at a price less
than the nominal value of its shares and it is thought that the nominal value
of the Consolidated Shares of 200 pence each which may restrict the strategic
potential of the Company as may be appropriate from time to time.
For the avoidance of doubt, there is no present intention to raise any equity
capital or issue any further shares in relation to President's current
hydrocarbon business whose existing operations are capable of being
self-funded for the foreseeable future in the absence of any value-added
producing acquisitions.
3. The Capital Reorganisation
The Capital Reorganisation comprises the consolidation of every 200 Existing
Ordinary Shares into one Consolidated Share, and the sub-division of every
such Consolidated Share into one New Ordinary Share and one Deferred Share.
To effect the Consolidation, it will be necessary to issue 116 Additional
Ordinary Shares so that the Company's issued ordinary share capital is exactly
divisible by 200. These Additional Ordinary Shares would be issued to Group
Finance Director, Robert James Shepherd. Since these Additional Ordinary
Shares would only represent an entitlement to a fraction of a New Ordinary
Share, this fraction would be sold pursuant to the arrangements for fractional
entitlements described below.
Following the issue of the Additional Ordinary Shares, the entire issued share
capital will be consolidated into 10,290,373 Consolidated Shares of 200 pence
each. Each such Consolidated Share will then be sub-divided into one New
Ordinary Share and one Deferred Share.
Shareholders may hold at the Record Date a number of Existing Ordinary Shares
that is not exactly divisible by the consolidation ratio. The result of the
Consolidation, if approved, will be that such Shareholders will be left with a
fractional entitlement to a resulting Consolidated Share. Any such fractions
as a result of the Consolidation will be aggregated and the Directors will, in
accordance with the proposed change to the Articles, sell the aggregated
shares in the market for the benefit of the relevant Shareholders. The
proceeds from the sale of the fractional entitlements shall be distributed pro
rata amongst the relevant Shareholders, save that where a Shareholder is
entitled to an amount which is less than £5 it will be retained for the
benefit of the Company.
The rights attaching to the New Ordinary Shares will be identical in all
respects to those of the Existing Ordinary Shares, including voting, dividend,
return of capital and other rights. The Deferred Shares shall have the rights
set out in article 5 of the Articles.
Application will be made for the New Ordinary Shares to be admitted to trading
on AIM in place of the Existing Ordinary Shares. Subject to Shareholder
approval of Resolution 1, it is expected that Admission will become effective
and that dealings in the New Ordinary Shares will commence on 30 September
2022. No application for Admission will be made in respect of the Deferred
Shares. Following the Capital Reorganisation, the ISIN Code for the New
Ordinary Shares will be GB00BMT80K89 and the SEDOL Code will be BMT80K8.
Shareholders who hold Existing Ordinary Shares in uncertificated form will
have such shares disabled in their CREST accounts on the Record Date, and
their CREST accounts will be credited with the New Ordinary Shares following
Admission, which is expected to take place on 30 September 2022. Existing
share certificates will cease to be valid following the Capital
Reorganisation. New share certificates in respect of the New Ordinary Shares
are expected to be issued by first class post at the risk of the Shareholder
within ten business days of Admission. No share certificates will be issued in
respect of the Deferred Shares.
Following the Consolidation, all mandates and other instructions, including
communication preferences given to the Company by Shareholders and in force at
the Record Date shall, unless and until revoked, be deemed to be valid and
effective mandates or instructions in relation to the New Ordinary Shares.
4. Change of name and new London Stock Exchange ticker
As foreshadowed in the Company's announcement of 25 July 2022 the Directors
propose that the name of the Company be changed to Molecular Energies PLC.
This is a name which reflects the evolving wide scope of operations and
potential businesses of the Group as well as its interest in alternative
energy companies like its current 28 per cent. holding in the capacity of
AIM-listed company Atome Energy PLC.
A molecule can equally be applicable to fossil fuels as well as green energies
and it moves the Group away from the "President" name, which was singularly
focused on hydrocarbons and indeed more synonymous with hydrocarbons in
Argentina. The name Molecular Energies embraces the intended concept of a
truly global inclusive energy brand, which reflects the intention of the Group
for the future
It is only the Company which is changing its name, so the current fossil fuel
business within the Group will continue with the present names of "President"
in Argentina and Paraguay and "Meridian" in North America.
At the same time as the change of name, it is intended that the London Stock
Exchange ticker for the Company be changed to LON: MEN from LON: PPC
5. Directors authority to allot shares
The Resolutions numbered 2 and 3 relate to the authority of the directors to
issue Ordinary Shares including on a non-preemptive basis.
At the Annual General Meeting of the Company held on 22 July 2022, annual
general authority was granted until the conclusion of the annual general
meeting of the Company to be held in 2023 to allot up to a maximum of 30 per
cent. of the aggregate issued share capital of the Company in issue at the
time of the meeting as well as an authority to issue Ordinary Shares for cash
on a non-preemptive basis up to a maximum of 30 per cent. of the aggregate
issued share capital of the Company.
Taking into account the current relatively small market capital of the Company
and the Company's initiatives in relation to Green House Capital Limited (as
referred to in the two announcements of 28 June 2022 and 25 July 2022), it is
considered that increasing the relevant authorities to:
· an amount representing 50 per cent. of the aggregate issued
share capital (following the Capital Reorganisation) in respect of the general
authority of the Directors to allot New Ordinary Shares; and
· an amount representing 30 per cent. of the aggregate issued
share capital (following the Capital Reorganisation) in respect of the general
authority of the Directors to allot New Ordinary Shares for cash on a
non-preemptive basis,
will allow the Company to have more flexibility in expanding its Green House
businesses including seeding and incubating projects as referred to in
aforesaid two announcements.
6. General Meeting and action to be taken
You will find set out at the end of this document a notice convening a general
meeting to be held at the offices of Fieldfisher LLP, Riverbank House, 2 Swan
Lane, London, EC4R 3TT, on 29 September 2022 at 11.00 a.m. The following
resolutions have been proposed:
· Resolution 1: to effect the Capital Reorganisation;
· Resolutions 2 & 3: to provide the Directors with
authority to allot Ordinary Shares, including on a non-preemptive basis; and
· Resolution 4: to change of name of the Company to Molecular
Energies PLC
Resolution 2 shall be proposed as an ordinary resolution, and Resolutions 1, 3
and 4 shall be proposed as special resolutions.
7. Recommendation
The Board considers for the reasons set out above, that each of the
Resolutions are in the best interests of the Shareholders as a whole.
Accordingly, the Board unanimously recommends Shareholders to vote in favour
of each of the Resolutions at the General Meeting, as the Directors intend to
do so in respect of their own beneficial holdings of the Company's ordinary
shares, representing approximately 29.9 per cent. of the Company's existing
issued ordinary share capital.
Yours faithfully
Peter Levine
Chairman
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication and posting to Shareholders of the circular 7 September 2022
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 27 September 2022
General Meeting 11.00 a.m. on 29 September 2022
Record Date for the Capital Reorganisation 6.00 p.m. on 29 September 2022
Admission and commencement of dealings in the New Ordinary Shares 8.00 a.m. 30 September 2022
CREST accounts credited with the New Ordinary Shares in uncertificated form 30 September 2022
Despatch of definitive certificates for New Ordinary Shares (in certificated 14 October 2022
form)
Notes:
1. Each of the above times and/or dates is subject to change at the
absolute discretion of the Company.
2. If any of the above times and/or dates should change, the revised
times and/or dates will be announced through a Regulatory Information Service.
3. All of the above times refer to London time unless otherwise
stated.
STATISTICS RELATING TO THE CAPITAL REORGANISATION
Existing Ordinary Shares in issue 2,058,074,484
Number of Existing Ordinary Shares expected to be in issue immediately prior 2,058,074,600
to the Capital Reorganisation
Conversion ratio 1 New Ordinary Share for every 200 Existing Ordinary Shares
Total expected number of New Ordinary Shares in issue following the Capital 10,290,373
Reorganisation
ISIN code for the New Ordinary Shares GB00BMT80K89
SEDOL for the New Ordinary Shares BMT80K8
Contact:
President Energy PLC +44 (0) 207 016 7950
Nikita Levine, Investor Relations info@presidentpc.com (mailto:info@presidentpc.com)
finnCap (Nominated Advisor and broker) +44 (0) 207 220 0500
Christopher Raggett, Tim Harper
Tavistock (Financial PR) +44 (0)20 7920 3150
Simon Hudson, Nick Elwes, Charles Baister
Notes to Editors
President Energy is an oil and gas company listed on the AIM market of
the London Stock Exchange (PPC.L) primarily focused in Argentina, with a
diverse portfolio of operated onshore producing and exploration assets.
The Company has operated interests in the Puesto Flores, Estancia Vieja,
Puesto Prado and Las Bases Concessions, and Angostura exploration contract,
all of which are situated in the Río Negro Province in the Neuquén Basin
of Argentina and in the Puesto Guardian Concession, in the Noroeste
Basin in NW Argentina. Alongside this, President Energy has cash
generative production assets in Louisiana, USA and further significant
exploration and development opportunities through its acreage
in Paraguay and Argentina.
It has also a 27.9% investment interest in Atome Energy PLC a green hydrogen
and ammonia producer whose shares are traded on AIM of the London Stock
Exchange.
With a strong strategic and institutional base of support, including the
international commodity trader and logistics company Trafigura, an in-country
management team as well as the Chairman whose interests as the largest
shareholder are aligned to those of its shareholders, President Energy gives
UK investors access to an energy growth story combined with world class
standards of corporate governance, environmental and social responsibility.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"). The person who arranged for
the release of this announcement on behalf of the Company was Peter Levine,
Chairman.
Ends
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