REG - Savannah Energy Plc - Fundraising and Restoration to Trading
04/03/2025 08:00
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RNS Number : 2585Z Savannah Energy Plc 04 March 2025
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN (TOGETHER, "THIS ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR
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MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY
OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO
ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
SAVANNAH ENERGY PLC IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF
REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF
16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
4 March 2025
Savannah Energy PLC
("Savannah" or "the Company")
£30.6 million Fundraising
Lifting of Suspension and Restoration to Trading
Following its announcement on 3 March 2025, Savannah Energy PLC, the British
independent energy company focused around the delivery of Projects that
Matter, announces the completion of a fundraising (the "Fundraising") by way
of a subscription of new ordinary shares of £0.001 each ("Ordinary Shares")
to raise approximately £30.6 million, in aggregate, at a price per Ordinary
Share of 7 pence. As also previously announced on 3 March 2025, the listing of
the suspension and restoration to trading on AIM of the Company's existing
Ordinary Shares has become effective at 7.30 a.m. this morning.
Andrew Knott, CEO of Savannah Energy, said:
"This morning, we are announcing a series of primary and secondary
transactions in our shares. These transactions have seen existing
institutional shareholders, the Company's Board and management team, and other
new long-term growth orientated investors make significant new investments in
our Company. Together with the earlier announced signature of a new US$200m
hydrocarbon asset acquisition debt facility, these transactions lay a strong
foundation for the delivery of our 2025 - 2030 organic and inorganic growth
plans.
I would like to express my gratitude to our existing and new shareholders and
lenders for their support and I look forward to updating everyone as we
progress the delivery of our focus projects throughout the year."
Highlights
· The Company has completed the Fundraising, via a subscription (in
more than one tranche) for 437,112,466 new Ordinary Shares by, inter alia,
long-term growth orientated strategic investors and a Director of the Company
and other long term growth orientated investors raising, in aggregate,
approximately £30.6 million before expenses (the "Subscription");
· The Company is aware of a series of secondary trades in the
Company's shares that have happened or are imminently to happen (the
"Secondary Sale Process") (together with the Subscription, the
"Transactions"); and
· As part of the Transactions and the exercise of previously
awarded share options, certain of the Company's Directors have acquired, or
are imminently due to acquire, in aggregate, 129,963,910 million Ordinary
Shares and will hold, in aggregate, 10.85% of the Company's enlarged issued
share capital.
Investor Presentation and Webcast
A new investor presentation will be available on the Company's website
shortly.
An investor presentation webcast will be held today at 2:00 p.m. (GMT) where
CEO Andrew Knott will be presenting, as well as hosting a Q&A session. If
you are a shareholder or professional investor and wish to register for the
webinar and/or submit questions, please click this link and complete the
registration form
https://www.savannah-energy.com/investor-presentation-webcast/
(https://www.savannah-energy.com/investor-presentation-webcast/) .
Registration must be completed and questions submitted by 11.30 a.m. today.
Once registered, a link will be sent to you via email shortly before the
scheduled start time of the webinar.
Details of the Subscription, including Director participation in it, and the
Secondary Sale Process
As noted above, the Company announces the completion of the Fundraising to
raise, in aggregate, gross proceeds of approximately £30.6 million (before
expenses), with such funds expected to be paid to the Company in accordance
with the terms of the respective subscription letters entered into, through a
subscription of, in aggregate, 437,112,466 new Ordinary Shares (the
"Subscription Shares") to institutional and other investors, including CEO,
Andrew Knott, at a price of 7 pence per share. In aggregate, 298,134,852
Subscription Shares will be issued shortly after this announcement and, in
aggregate, 138,977,614 Subscription Shares will be issued in due course and by
not later than 4 September 2025.
The following table illustrates the effect of Director participation in the
Subscription and the Secondary Sale Process. Additionally, as also noted
below, certain Directors have exercised share options previously awarded to
them under various share options plans. Sir Stephen O'Brien and David Clarkson
have each exercised 142,857 share options over new Ordinary Shares, previously
awarded under the 2020 Officers Plan. Andrew Knott and Nick Beattie have
exercised 2,200,000 and 187,500 share options respectively over existing
Ordinary Shares held in the Employee Benefit Trust ("EBT"), previously awarded
under the 2020 Officers Plan. Additionally, Nick Beattie has exercised
2,322,678 share options over existing Ordinary Shares held in the EBT,
previously awarded under the Employee Plan 2021.
Director Existing Holding of Ordinary Shares New Ordinary Shares to be acquired pursuant to the Subscription Existing Ordinary Shares acquired through the Secondary Sale Process Ordinary Shares to be acquired through the exercise of share options* Resultant Holding of Ordinary Shares *** Resultant holding as a % of the enlarged share capital ***
Andrew Knott 48,555,409 **25,598,929 91,445,510 2,200,000 ***167,799,848 ***9.6%
Joseph Pagop Noupoué 6,095,726 - - - 6,095,726 0.35%
Sir Stephen O'Brien 533,999 - 214,285 142,857 891,141 0.05%
Nick Beattie - - - 2,510,178 2,510,178 0.14%
Sarah Clark - - 1,782,149 - 1,782,149 0.10%
David Clarkson 1,630,488 - 712,859 142,857 2,486,204 0.14%
Mark Iannotti**** 5,366,555 - 1,500,000 - 6,866,555 0.39%
Steve Jenkins 722,198 - 714,286 - 1,435,058 0.08%
Total 62,904,375 **25,598,929 96,369,089 4,995,892 ***189,868,285 ***10.85%
Note: The above table assumes no other changes in the Company's share capital
or holdings of Directors between now and the point of the completion of the
Subscription.
* Comprises options exercised over new Ordinary Shares and existing Ordinary
Shares held in the EBT, as detailed above.
** Subscription Shares to be acquired by Andrew Knott by not later than 4
September 2025.
*** Includes the issue of 25,598,929 Subscription Shares to Andrew Knott and
113,378,685 Subscription Shares to the New Investor (as defined below) by not
later than 4 September 2025.
**** Reported mistakenly as a marginally higher figure in the Company's 2023
Annual Report, now been corrected.
The FCA notifications, made in accordance with the requirements of MAR, are
appended below.
Pursuant to the terms of the Subscription, one of the new
subscribing shareholders (the "New Investor") has committed to subscribe for
113,378,685 Subscription Shares at the Subscription Price by not later than 4
September 2025. Andrew Knott's subscription for 25,598,929 Subscription
Shares pursuant to the Subscription was a condition imposed by two of the
investors participating in the Subscription, in connection with their
participation. Mr Knott agreed to participate in the Subscription through his
wholly owned investment vehicle Lothian Capital Partners 6 Limited, which has
agreed to subscribe on similar terms to the New Investor. Allotment, and
admission to trading on AIM, of the Subscription Shares due to the New
Investor and Andrew Knott will occur following payment of the Subscription
considerations due by each of the respective parties and by not later than 4
September 2025. All other participants in the Subscription will be settling
their respective Subscription Considerations due at the time of issue of their
Subscription Shares.
Reasons for the Fundraising and Use of Proceeds
The Company is conducting the Fundraising to enable it to execute its strategy
of delivering Projects that Matter in Africa. The Board believes that this
Fundraising is being conducted at the appropriate time and that it will enable
strategic investment in the Company by long-term growth orientated investors.
The net proceeds will be used to assist with meeting the objectives of the
Company overall, with the current intention being to apply the proceeds as
follows:
· Enable the potential acceleration of key business development
opportunities under consideration;
· To repay and/or acquire approximately US$21 million of subsidiary
company debt; and
· General corporate purposes.
Admission, Total Voting Rights, Options and Warrants
Application has been made to the London Stock Exchange for admission of the
298,134,852 Subscription Shares and the 285,714 new Ordinary Shares issued in
respect of the exercise of options by Directors Sir Stephen O'Brien and David
Clarkson, to trading on AIM ("Admission"). Application has also been made for
the 6,095,726 new Ordinary Shares that were issued as noted in the Company's
21 April 2023 RNS, which were not admitted to trading on AIM at the time due
to the Company's then suspension from trading. It is expected that Admission
will become effective at 8.00 a.m. on or around 6 March 2025 or such later
date as may be agreed.
Following Admission of the above 298,420,567 new Ordinary Shares, the Company
will have 1,610,615,112 Ordinary Shares in issue. The Company does not hold
any Ordinary Shares in treasury and accordingly this will be the total number
of voting rights in the Company and may be used by Shareholders as the
denominator for the calculations by which they determine if they are required
to notify their interest in, or change to their interest in, the Company under
the FCA's Disclosure Rules and the Transparency Rules.
Application for the admission to trading on AIM of the 138,977,614
Subscription Shares to be issued to Andrew Knott and the New Investor will be
made in due course, following payment of the consideration due by each of the
respective parties, by not later than 4 September 2025.
In addition to the Ordinary Shares in issue, the Company continues to have in
place agreements related to 101,113,992 warrants(1) and 22,645,634 options(2)
granted to certain Directors, which are over unissued Ordinary Shares. Further
details on these instruments and the holders are detailed in the below notes
and in the Company's 2023 Annual Report.
For further information, please refer to the Company's website
www.savannah-energy.com or contact:
Savannah
Energy
+44 (0) 20 3817
9844
Andrew Knott, CEO
Nick Beattie, CFO
Sally Marshak, Head of IR & Communications
Strand Hanson Limited (Nominated Adviser)
+44 (0) 20 7409 3494
James Spinney
Ritchie Balmer
Rob Patrick
Tennyson Securities (Financial
Adviser)
+44 (0) 20 7186 9033
Peter
Krens
Cavendish Capital Markets Ltd (Joint Broker)
+44 (0) 20 7220 0500
Derrick Lee
Tim Redfern
Panmure Liberum Limited (Joint
Broker)
+44 (0) 20 3100 2000
Scott Mathieson
James Sinclair-Ford
Camarco
+44 (0) 20 3757 4983
Billy Clegg
Owen Roberts
Violet Wilson
About Savannah:
Savannah Energy PLC is a British independent energy company focused around the
delivery of Projects that Matter in Africa.
Footnotes
(1.) As a result of the Subscription, and in accordance with the terms of the
warrant instrument entered into with Andrew Knott (via his wholly owned
company, Lothian Capital Partners 4 Limited ("LCP4L")) as detailed in the
Company's AIM Admission Document dated 30 December 2021, the exercise price of
the 101,113,992 warrants issued to LCP4L has been adjusted from 23.5p per
warrant to 19.2p per warrant.
(2.) Share options granted under the 2014/15 Replacement Plan 2021.
Appendix 1
Director/PDMR Dealings
Director Participation in the Subscription
Notification of Transactions of Directors, Persons Discharging Managerial
Responsibilities ("PDMRs") and persons closely associated with them
1 Details of the person discharging managerial responsibilities
a) Name Andrew Knott
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Savannah Energy PLC
b) LEI 2138002YCJORSFH5YR43
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of £0.001 each
Identification code GBOOBP41S218
b) Nature of the transaction Purchase of new Ordinary Shares
c) Price(s) and volume(s) Price: £0.07
Volume: 25,598,929
d) Aggregated information
- Aggregated volume N/A, single transaction
- Price
e) Date of the transaction
4 March 2025
f) Place of the transaction Outside a trading venue
Appendix 2
Directors/PDMR Dealings
Director Participation in the Secondary Sale Process
Notification of Transactions of Directors, Persons Discharging Managerial
Responsibilities ("PDMRs") and persons closely associated with them
1 Details of the person discharging managerial responsibilities
a) Name 1. Andrew Knott
2. Sir Stephen O'Brien
3. Sarah Clark
4. David Clarkson
5. Mark Iannotti
6. Steve Jenkins
2 Reason for the notification
a) Position/status 1. Chief Executive Officer
2. Vice Chair
3. Non-Executive Director
4. Non-Executive Director
5. Non-Executive Director
6. Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Savannah Energy PLC
b) LEI 2138002YCJORSFH5YR43
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of £0.001 each
Identification code GBOOBP41S218
b) Nature of the transaction Purchase of existing Ordinary Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
1 £0.07 91,445,510
2 £0.07 214,285
3 £0.07 1,782,149
4 £0.07 712,859
5 £0.07 1,500,000
6 £0.07 714,286
d) Aggregated information N/A, single transaction for each PDMR
- Aggregated volume
- Price
e) Date of the transaction
4 March 2025
f) Place of the transaction AIM
Appendix 3
Directors/PDMR Dealings
Exercise of Options over existing Ordinary Shares
Notification of Transactions of Directors, Persons Discharging Managerial
Responsibilities ("PDMRs") and persons closely associated with them
1. Details of the person discharging managerial responsibilities
a) Name 1. Andrew Knott
2. Nick Beattie
2. Reason for the Notification
a) Position/status 1. Chief Executive Officer
2. Group Chief Financial Officer
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Savannah Energy PLC
b) LEI 2138002YCJORSFH5YR43
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
where transactions have been conducted
a) Description of the Financial instrument, type of instrument Options over Ordinary Shares of £0.001 each in the Company
Identification code GBOOBP41S218
b) Nature of the Transaction Exercise of options to acquire existing Ordinary Shares held in the EBT
c) Price(s) and volume(s)
Price(s) Volume(s)
1. Nil 1. 2,200,000
2. Nil 2. 187,500
2. Nil 2. 2,322,678
d) Aggregated information 1. N/A, single transaction
Aggregated volume Price 2. Price: Nil. Volume: 2,510,178
e) Date of the transaction 4 March 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume Price
1. N/A, single transaction
2. Price: Nil. Volume: 2,510,178
e)
Date of the transaction
4 March 2025
f)
Place of the transaction
Outside a trading venue
Appendix 4
Directors/PDMR Dealings
Exercise of Options over new Ordinary Shares
Notification of Transactions of Directors, Persons Discharging Managerial
Responsibilities ("PDMRs") and persons closely associated with them
Details of the person discharging managerial responsibilities
a) Name 1. Sir Stephen O'Brien
2. David Clarkson
2. Reason for the Notification
a) Position/status 1. Vice Chair
2. Non-Executive Director
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Savannah Energy PLC
b) LEI 2138002YCJORSFH5YR43
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
where transactions have been conducted
a) Description of the Financial instrument, type of instrument Options over Ordinary Shares of £0.001 each in the Company
Identification code GBOOBP41S218
b) Nature of the Transaction Exercise of options over new Ordinary Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
1. Nil 1. 142,857
2. Nil 2. 142,857
d) Aggregated information N/A, single transaction for each PDMR
Aggregated volume Price
e) Date of the transaction 4 March 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume Price
N/A, single transaction for each PDMR
e)
Date of the transaction
4 March 2025
f)
Place of the transaction
Outside a trading venue
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