REG - Savannah Energy Plc - Fundraising Completion & Conditional Buyback

Savannah EnergyAnnouncement

23/10/2025 07:00

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RNS Number : 5476E  Savannah Energy Plc  23 October 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.

 

23 October 2025

 

Savannah Energy PLC

("Savannah" or "the Company")

 

Completion of £11.3 million Financing, £9.7 million Final Tranche of the
March 2025 Fundraising, Warrant Purchase and Associated Cancellation and
Conditional Share Buyback Arrangement

 

Following its earlier announcement on 22 October 2025, Savannah Energy PLC,
the British independent energy company focused around the delivery of Projects
that Matter, announces the completion of a fundraising by way of a
subscription of new ordinary shares of £0.001 each ("Ordinary Shares") to
raise approximately £11.3 million at a price per Ordinary Share of 7 pence
(the "Financing"). In addition, the Company announces the completion of the
final tranche of the fundraising which was previously announced on 3 March
2025 (the "March 2025 Fundraising") delivering a further £9.7 million cash
injection into the Company.

Andrew Knott, CEO of Savannah Energy, said:

"This morning, we are announcing the completion of a series of primary and
secondary transactions in our shares. We are pleased to welcome NIPCO Plc
("NIPCO" or the "New Investor"), a diversified Nigerian energy conglomerate,
as a new strategic shareholder in the Company, with an approximate 19.4%
investment in the Company following completion of their primary investment and
certain secondary share transactions. The proceeds of the New Investor's
primary investment are expected to enable, among other things, the advancement
of certain business development opportunities currently under consideration.
At the same time, I have completed the primary investment I committed to in
March 2025 and, through a series of secondary transactions, have increased my
shareholding in the Company to approximately 12.6%, demonstrating my continued
strong faith in the Company's future potential.(1)

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 this year and next."

 

Highlights

Funding

·      The Company has completed the Financing, via a subscription for
161,061,510 new Ordinary Shares at a price of 7 pence per Ordinary Share by
NIPCO, a diversified Nigerian energy conglomerate raising approximately £11.3
million before expenses;

·      In addition, the New Investor has acquired, for £7.9 million,
113,378,685 Ordinary Shares at a price of 7 pence per Ordinary Share, issued
as part of the Company's March 2025 Fundraising, and has acquired a further
£9.5 million, 135,674,944 Ordinary Shares through a series of secondary
market trades at a price of 7 pence per Ordinary Share, representing a total
investment of approximately £28.7 million in the Company and a holding of
around 19.4% of the Company's enlarged share capital (as enlarged by the share
issues referred to in this announcement);

·      The Company's CEO, Andrew Knott, has acquired: (1) 25,598,929 new
Ordinary Shares for £1.8m as part of the March 2025 Fundraising; (2) a
further 32,202,738 existing Ordinary Shares for a total consideration of
£2.3m through a secondary market trade; and (3) 63,690,129 existing Ordinary
Shares from the Company's employee benefit trust (the "EBT") for a total
consideration of £4.5m. Post these transactions Mr Knott's has a holding of
approximately 12.6% in the Company's enlarged share capital (as enlarged by
the share issues referred to in this announcement).

Conditional Share Buyback

·      Share buyback agreement signed to acquire up to 143,565,582
existing Ordinary Shares from certain shareholders at 7 pence per Ordinary
Share during the period ending 31 March 2026 (conditional upon the approval of
Shareholders, expected to be sought shortly).

Warrant Cancellation

·      The Company intends to acquire and cancel warrants over
101,113,992 Ordinary Shares in the Company.

 

Details of the Financing, Completion of the Final Tranche of the March 2025
Fundraising and the Secondary Sale Process

As noted above, the Company announces the completion of the Financing to raise
gross proceeds of approximately £11.3 million (before expenses) through a
subscription of 161,061,510 new Ordinary Shares to NIPCO at a price of 7 pence
per share.

 

Further as noted above, the New Investor has acquired, for £7.9 million,
113,378,685 Ordinary Shares at a price of 7 pence per Ordinary Share issued as
part of the Company's March 2025 Fundraising and has acquired a further £9.5
million, 135,674,944 Ordinary Shares through a series of secondary market
trades at a price of 7 pence per Ordinary Share, representing a total
investment of approximately £28.7 million in the Company and a holding of
approximately 19.4% of the Company's enlarged share capital (as enlarged by
the share issues referred to in this announcement).

The Company's CEO, Andrew Knott, has acquired: (1) 25,598,929 new Ordinary
Shares for £1.8m as part of the March 2025 Fundraising; (2) a further
32,202,738 existing Ordinary Shares for a total consideration of £2.3m
through a secondary market trade; and (3) 63,690,129 existing Ordinary Shares
from the EBT for a total consideration of £4.5m. Post these transactions Mr
Knott's has a holding of approximately 12.6% in the Company's enlarged share
capital (as enlarged by the share issues referred to in this announcement).

 

The following table illustrates the effect of these transactions on Mr Knott's
shareholding:

 

        Existing Holding of Ordinary Shares  New Ordinary Shares to be acquired pursuant to the March 2025 Fundraising  Existing Ordinary Shares acquired through the Secondary Sale Process  Existing Ordinary Shares to be acquired from the EBT  Resultant Holding of Ordinary Shares  Resultant holding as a % of the enlarged share capital
 Total  145,790,919                          25,598,929                                                                 32,202,738                                                             63,690,129                                           267,282,715                            12.6%

 

 

The FCA notification, made in accordance with the requirements of MAR, is
appended below.

 

 

Reasons for the Fundraising and Use of Proceeds

In reaching its decision to proceed with the Financing, the Board considered
the proposed introduction of NIPCO to be beneficial to shareholders as a
whole, bringing onto the Company's share register a diversified Nigerian
energy conglomerate with deep industry expertise. The Board believes that the
New Investor's investment will strengthen the Company's balance sheet, broaden
its shareholder base, and support the next phase of the Company's growth.
Accordingly, the Board considered the Financing to be in the best interests of
the Company and its shareholders. The net proceeds of the equity issuance are
expected to be used, inter alia, to enable the acceleration of certain
potential near-term business development opportunities and for general
corporate purposes.

The Financing was discussed on a wall-crossed basis with shareholders
representing approximately 50% of the Company's enlarged share capital, each
of whom provided written confirmation of their support for the Financing.

Details of the EBT Issuance and Transactions

Sale of Ordinary Shares

A company owned and controlled by the Company's CEO, Andrew Knott, (the
"Purchaser") has purchased 63,690,129 existing Ordinary Shares held by the EBT
(which is independent of the Company) at 7 pence per share (the "EBT Share
Sale"). The aggregate consideration due by the Purchaser to the EBT is
approximately £4.5 million (the "Consideration"), which has been settled by
the transfer to the EBT of warrants to subscribe for up to 101,113,992 new
Ordinary Shares at 19.2 pence per share and expiring in June 2029 (being the
warrants granted by the Company in December 2021 to a company owned and
controlled by Mr Knott) (the "Warrants") (such Warrants currently valued by
the Company at approximately £1.3 million using a methodology consistent with
the approach adopted by external advisers when valuing the Warrants for annual
accounts (the "Warrants Value")). The balance of the consideration due by the
Purchaser to the EBT is deferred and payable in cash over a six-year period
(with a commercial rate of applied on monies due until the date of payment).
Mr Knott has provided a personal guarantee to the EBT in relation to the
deferred consideration.

 

Purchase and Cancellation of the Warrants

Following completion of the EBT Share Sale, but legally separate and distinct
to the EBT Share Sale, it is intended that the Company will purchase the
Warrants from the EBT for cash consideration equal to the Warrants Value (the
"Warrants Purchase").  Following completion of this intended purchase, the
Warrants would be cancelled, thereby removing an instrument which, if
exercised, would result in future dilution. This intended cancellation of the
Warrants (the "Cancellation") was discussed with the New Investor in
connection with making its proposed equity investment in the Company referred
to above.

The economic effect of the EBT Share Sale and in turn the Warrant Purchase and
Cancellation is a reduction in the Company's enlarged fully diluted share
capital by approximately 4.5%. Given the importance of his position within the
Company, the Board is highly supportive of Mr Knott acquiring a greater
ownership interest in the business and acknowledges the substantial personal
financial commitment he is making in the years ahead. The Board also
considered that the Cancellation of the dilutive warrants previously granted
to Mr Knott is in the best interests of shareholders as a whole.

 

Proposed Subscription for New Ordinary Shares by the EBT

Ensuring that the Group is able to appropriately incentivise its employees is
considered by the Board to be crucial to the future success of the business.
It is therefore proposed to issue 210,000,000 new Ordinary Shares to the EBT
at nominal value (£0.001) (the "EBT Share Issuance"), with such shares being
held by the EBT for the benefit of the Group's employees, for example in
satisfaction of the exercise of employee options over Ordinary Shares.  The
EBT's subscription obligation will be funded from the EBT's cash reserves that
will derive from the Warrants Purchase.

 

Receipt of Shareholder Support

The EBT Share Sale, Warrants Purchase and EBT Share Issuance (together, the
"EBT Transactions") were discussed on a wall-crossed basis with a number of
the Company's shareholders ahead of today's earlier announcement. Shareholders
representing approximately 50% of the Company's enlarged issued share capital
provided written confirmation of their support for the EBT Transactions. In
addition, the Company and the trustees of the EBT each obtained independent
professional advice in relation to the EBT Transactions.

The Company believes the EBT transactions deliver several key strategic
benefits, being: (1) the cancellation of the Warrants and issuance of new
shares into the EBT are expected to provide improved transparency regarding
the potential future equity dilution faced by shareholders, particularly in
light of the Company's acquisition-led growth strategy and associated
headcount expansion; (2) the EBT Transactions are intended to further align
the interests of management and employees with those of shareholders through
increased equity participation; (3) they reflect a specific request from the
New Investor that Mr. Knott increased his shareholding in the Company; and (4)
they enhance the Company's flexibility to incorporate equity components into
future remuneration arrangements - something that was previously constrained
by the limited number of unallocated shares available within the EBT.

Lastly, when considered together with the other share-related transactions
announced yesterday and today - namely, the Financing, the Buyback Agreement,
the Warrant Purchase and Cancellation, and the EBT Issuance - the illustrative
net change to the Company's fully diluted share capital is expected to be
approximately 6.7%, assuming completion of all such transactions and the
corresponding adjustments to the fully diluted share capital.

Admission, Total Voting Rights, Options and Warrants

Application has been made to the London Stock Exchange for admission of the
161,061,510 new Ordinary Shares issued in respect of the Financing and the
138,977,614 new Ordinary Shares issued in respect of the March 2025
Fundraising and the 210,000,000 new Ordinary Shares issued pursuant to the EBT
Share Issuance ("Admission"). It is expected that Admission will become
effective at 8.00 a.m. on or around 28 October 2025.

Following Admission of the above, in aggregate, 510,039,124 new Ordinary
Shares, the Company will have 2,120,654,235 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.

In addition to the Ordinary Shares in issue, the Company continues to have in
place agreements related to 23,450,849 options(1) granted to certain
Directors, which are over unissued Ordinary Shares and no warrants
outstanding. Further details on these instruments and the holders are detailed
in the below notes and in the Company's 2024 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.) Share options granted under the 2014/15 Replacement Plan 2021.

 

 

Appendix 1

 

 

Director/PDMR Dealings

 

 1   Details of the person discharging board 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 transaction                                         Purchase of new Ordinary Shares and of existing Ordinary Shares
 c)  Price(s) and volume(s)                                        Price(s)                           Volume(s)
                                                                  7.0p                               25,598,929

                                                                  7.0p                               32,202,738

                                                                  7.0p                               63,690,129
 d)  Aggregated information

     -      Aggregated volume                                     121,491,796

     -      Price                                                 7.0p
 e)  Date of the transaction                                       22 October 2025

 f)  Place of the transaction                                      London Stock Exchange, AIM

 

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