REG - AIM Savannah Energy Plc - Schedule One - Savannah Energy PLC

Savannah EnergyAnnouncement

28/11/2022 16:30

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RNS Number : 8149H  AIM  28 November 2022

 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:

 Savannah Energy PLC ("Savannah" or the "Company")

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

 40 Bank Street

 London E14 5NR

 United Kingdom

 COUNTRY OF INCORPORATION:

 England and Wales

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

 www.savannah-energy.com (http://www.savannah-energy.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:

 Savannah is an AIM-quoted, British energy company focused around the delivery
 of Projects that Matter in Africa.

 In Nigeria, the Company has a significant interest in a large-scale integrated
 oil and gas production and distribution business which is currently supplying
 gas to enable over approximately 24% of Nigeria's thermal power generation. In
 Niger, the Company holds a significant production sharing licence, covering
 the R1234 PSC area, comprising over 13,655 km(2) in the country's main
 petroleum basin, the Agadem Rift Basin.

 As detailed in the Company's admission document dated 31 December 2021,
 Admission is being sought in connection with the acquisition of Exxon Mobil
 Corporation's entire upstream and midstream asset portfolio in Chad and
 Cameroon (the "Exxon Acquisition"), which constituted a reverse takeover under
 AIM Rule 14 and which was approved by Shareholders on 24 January 2022. Further
 details will be set out in the Company's supplemental admission document.

 The Company's proposed acquisition of PETRONAS (E&P) Overseas Ventures
 SDN. BHD.'s interest in the same assets in Chad and Cameroon is ongoing, and
 is not a condition of the Exxon Acquisition. Accordingly, this Schedule One
 announcement and Admission relates solely to the Exxon Acquisition.

 The Company currently operates from offices in the UK (London), Nigeria
 (Lagos, Abuja, and Uyo) and Niger (Niamey) and, on completion of the Exxon
 Acquisition, the enlarged group will also operate in Chad and Cameroon.

 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):

 1,306,098,819 ordinary shares of 0.1 pence each ("Ordinary Shares")

 No Ordinary Shares held in treasury

 There are no restrictions as to transfer of the Ordinary Shares

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

 No capital to be raised on Admission

 Anticipated market capitalisation on Admission: £300 million (based on the
 mid-market closing price of an Ordinary Share of £0.23 on 25 November 2022,
 being the last practicable date prior to this announcement)

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 9.6%

 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):

 Current Directors:

 Stephen ("Steve") Ian Jenkins - Independent Non-Executive Chair

 Rt. Hon. Sir Stephen Rothwell O'Brien - Independent Non-Executive Vice Chair

 Andrew Allister Knott - Chief Executive Officer

 Nicholas ("Nick") Beattie - Chief Financial Officer

 David Clarkson - Independent Non-Executive Director

 Marco ("Mark") Iannotti - Independent Non-Executive Director

 Proposed Directors:

 Sarah Louise Clark - Proposed Independent Non-Executive Director

 Dr Djamila Ferdjani - Proposed Independent Non-Executive Director

 Sylvie Christine Michelle Rucar - Proposed 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):
 Shareholder                              % of issued share capital before and expected on Admission(3)
 Ingalls & Snyder LLC                     9.89
 TT International Investment Management   8.92
 Capital Research & Management            7.34
 Premier Miton Investors                  7.04
 abrdn plc                                6.49
 JO Hambro Capital Management Limited     5.72
 Cavendish Fiduciary (Jersey) Limited(1)  5.28
 Standard Life Assurance Limited          4.20
 Andrew Allister Knott(2)                 3.72
 RWC Asset Advisors LLC                   3.61

 

 Notes:

 (1) Cavendish Fiduciary (Jersey) Limited is the holding company for the
 Company Employee Benefit Trust shares.

 (2) Held directly and through Lothian Capital Partners 1, Lothian Investment
 Partners and Ariadne Petroleum Limited, which are 100% beneficially and
 legally owned by Andrew Knott.

 (3) There are not expected to be any new Ordinary Shares issued prior to or on
 Admission, however shareholders may buy or sell Ordinary Shares in the market.

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

 None

 (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)        30 June 2022

 (iii)       30 June 2023 - Audited Annual Report for the year ended 31
 December 2022

 30 September 2023 - Unaudited Interim Report for the six months ending 30 June
 2023

 30 June 2024 - Audited Annual Report for the year ended 31 December 2023

 EXPECTED ADMISSION DATE:

 TBC

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Strand Hanson Limited

 26 Mount Row

 London W1K 3SQ

 United Kingdom

 NAME AND ADDRESS OF BROKER:

 finnCap Ltd

 1 Bartholomew Close

 London EC1A 7BL

 United Kingdom

 Panmure Gordon (UK) Limited

 One, New Change

 London EC4M 9AF

 United Kingdom

 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:

 The admission document published on 31 December 2021 is available on the
 Company's website and contains full information on, inter alia, the Company
 and the Exxon Acquisition up to that date. The supplemental admission document
 will contain details of any material changes to the Company and the Exxon
 Acquisition since 31 December 2021, as well as details on Admission, and will
 also be made available on the Company's website.

 The Company's website can be found at: www.savannah-energy.com
 (http://www.savannah-energy.com)

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 The Quoted Companies Alliance Corporate Governance Code

 DATE OF NOTIFICATION:

 28 November 2022

 NEW/ UPDATE:

 New

 

Notes:

(1) Cavendish Fiduciary (Jersey) Limited is the holding company for the
Company Employee Benefit Trust shares.

(2) Held directly and through Lothian Capital Partners 1, Lothian Investment
Partners and Ariadne Petroleum Limited, which are 100% beneficially and
legally owned by Andrew Knott.

(3) There are not expected to be any new Ordinary Shares issued prior to or on
Admission, however shareholders may buy or sell Ordinary Shares in the market.

 

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

 

None

 

(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)        30 June 2022

 

(iii)       30 June 2023 - Audited Annual Report for the year ended 31
December 2022

30 September 2023 - Unaudited Interim Report for the six months ending 30 June
2023

 

30 June 2024 - Audited Annual Report for the year ended 31 December 2023

 

EXPECTED ADMISSION DATE:

 

TBC

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

finnCap Ltd

1 Bartholomew Close

London EC1A 7BL

United Kingdom

 

Panmure Gordon (UK) Limited

One, New Change

London EC4M 9AF

United Kingdom

 

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:

 

The admission document published on 31 December 2021 is available on the
Company's website and contains full information on, inter alia, the Company
and the Exxon Acquisition up to that date. The supplemental admission document
will contain details of any material changes to the Company and the Exxon
Acquisition since 31 December 2021, as well as details on Admission, and will
also be made available on the Company's website.

 

The Company's website can be found at: www.savannah-energy.com
(http://www.savannah-energy.com)

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

The Quoted Companies Alliance Corporate Governance Code

 

DATE OF NOTIFICATION:

 

28 November 2022

 

NEW/ UPDATE:

 

New

 

 

 

 

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