REG - Savannah Energy Plc - Proposed EBT Share Sale & Relationship Agreement

Savannah EnergyAnnouncement

01/06/2026 07:30

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RNS Number : 4151G  Savannah Energy Plc  01 June 2026

1 June 2026

Savannah Energy PLC

("Savannah" or "the Company")

 

Proposed EBT Share Sale, Entry into Relationship Agreement and Option
Cancellation

 

Savannah Energy PLC, the British independent energy company focused around the
delivery of Projects that Matter in Africa, announces that Andrew Knott, the
Company's Chief Executive Officer, has agreed to make a substantial further
personal equity investment in the Company.

 

Mr Knott has agreed to acquire 128,550,000 existing Ordinary Shares (the
"Shares"), representing approximately 6% of the Company's issued share capital
for an aggregate consideration of approximately £8.74 million from the
Savannah Energy 2022 Trust, the Company's independently managed employee
benefit trust (the "EBT"). The acquisition is being made through an investment
vehicle which is wholly owned by Mr Knott and will take his aggregate
interests in the Company to approximately 20% of the Company's issued share
capital.

 

The transaction is a non-dilutive secondary acquisition of existing Ordinary
Shares which will significantly increase Mr Knott's ownership interest in
Savannah, further strengthening his alignment with the Company's long-term
shareholders. Alongside the share acquisition, Mr Knott has agreed to: (1)
enter into a relationship agreement with the Company, providing a package of
important governance and minority shareholder protections designed to preserve
the Company's independence while recognising Mr Knott's existing role as Chief
Executive Officer and a Director of the Company; and (2) cancel all of his
outstanding options over, in aggregate, 38,347,622 Ordinary Shares in the
Company for nil consideration, reducing the potential risk of future dilution
for shareholders.

 

The EBT Share Sale

 

Mr Knott has agreed to acquire the Shares from the EBT. In aggregate Mr Knott
has agreed to purchase 128,550,000 existing Ordinary Shares through Lothian
Capital Partners 6 Limited, a wholly owned investment vehicle (the
"Purchaser"), at a price of 6.8 pence per Ordinary Share, being the middle
market closing price of the Company's shares as quoted by the London Stock
Exchange on Friday 29 May 2026 (the "EBT Share Sale"). The aggregate
consideration payable by the Purchaser to the EBT is approximately £8.74
million. Approximately £1.75 million ("the Initial Consideration") is payable
in cash on completion of the EBT Share Sale ("Completion"), with the balance
deferred and payable in cash over a six-year period. Annual interest will
accrue on outstanding amounts at a rate of 6% per annum, with interest of
approximately £420,000 to be paid on each anniversary of Completion, with the
remaining balance of deferred consideration payable on the sixth anniversary
of Completion.(1) Mr Knott has provided a personal guarantee to the EBT in
respect of the deferred consideration and an asset and liability letter to the
trustee of the EBT (the "Trustee") in support of the EBT Share Sale. The EBT
Share Sale will not involve the issue of any new Ordinary Shares by the
Company and will not involve any purchase, cancellation or holding in treasury
of Ordinary Shares by the Company. The Purchaser has a period of 50 business
days from the date of the share purchase agreement, being 30 May 2026, to pay
the Initial Consideration.  The Shares will be acquired by the Purchaser on
payment of the Initial Consideration.

 

As at the date of this announcement the EBT holds 205,701,993 Ordinary Shares.

 

Background to the EBT Share Sale

As announced on 22 October 2025, the EBT was issued 210,000,000 new Ordinary
Shares as part of a broader package intended 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, and to enhance the Company's flexibility to
incorporate equity components into future remuneration arrangements.

 

Mr Knott proposed to the Board that he acquire some of the existing Ordinary
Shares held by the EBT, alongside the entry into a minority shareholder
protective relationship agreement and the cancellation all of his outstanding
options over 38,347,622 Ordinary Shares for nil consideration.

 

Following that proposal, the Directors, other than Mr Knott, (the "Independent
Directors") considered the Company's current and expected employee
incentivisation requirements, including existing and anticipated awards,
anticipated integration, retention and hiring needs, the expected balance
between cash-based and equity-based incentivisation and the Company's current
business development pipeline.

 

Having independently considered the position and taken independent advice, the
Trustee has determined to sell the Shares to the Purchaser on the terms
described in this announcement.

 

Cancellation of Options

Conditional on completion of the EBT Share Sale, Mr Knott has agreed with the
Company to cancel all of his outstanding options over Ordinary Shares for nil
consideration. The options to be cancelled comprise options over 38,347,622
Ordinary Shares, of which 21,312,418 options are over Ordinary Shares held by
the EBT and 17,035,204 options are over unissued Ordinary Shares. The Board
considers that the option cancellation is in the best interests of
shareholders as a whole, as it reduces potential future dilution and
simplifies Mr Knott's long-term economic alignment with shareholders by
replacing option-based economics with a materially increased direct equity
interest.

 

Entry into Relationship Agreement

In connection with the EBT Share Sale, Mr Knott, Lothian Capital Partners 6
Limited, Lothian Capital Partners 2 Limited and the Company have entered into
a relationship agreement, conditional on Completion. The Relationship
Agreement provides a package of governance and minority shareholder
protections designed to ensure that the Company is capable of carrying on its
business independently of Mr Knott and his connected persons, while
recognising Mr Knott's existing role as Chief Executive Officer and a Director
of the Company.

 

These protections include undertakings from Mr Knott and his controlled
entities that arrangements with the Group will be conducted at arm's length
and on normal commercial terms, that the Group will be managed for the benefit
of shareholders as a whole and independently of Mr Knott and his controlled
entities, and that Mr Knott and his controlled entities will not seek to
circumvent the proper application of the AIM Rules. The Relationship Agreement
also includes related party voting restrictions, undertakings to support the
Company maintaining at least two independent Directors, and commitments
designed to support the Company's continued compliance with applicable law,
the Company's articles of association (the "Articles"), the AIM Rules and its
adopted corporate governance framework.

 

The Relationship Agreement also provides for limited Board representation
rights. For so long as Mr Knott and his controlled entities hold, in
aggregate, at least 20%, but less than 27.5%, of the Company's voting rights,
they will have the right to nominate one person for appointment as a Director,
but only if Mr Knott is not then a Director.

 

For so long as Mr Knott and his controlled entities hold, in aggregate, 27.5%
or more of the Company's voting rights, they will have the right to nominate
one person for appointment as a Director if Mr Knott is then a Director, and
up to two persons for appointment as Directors if Mr Knott is not then a
Director. Accordingly, while Mr Knott remains a Director of the Company, the
additional Board nomination right at the 27.5% threshold is limited to one
person.

 

Any appointment of a Director pursuant to the Relationship Agreement is
subject to the prior approval of the Company's Nominated Adviser following
such due diligence as the Nominated Adviser considers appropriate. Mr Knott
and his controlled entities must also consult with the Chair of the Board
before making any nomination, and any nomination or removal notice must be
copied to the Company's Nominated Adviser.

 

Any Director appointed pursuant to the Relationship Agreement will be subject
to retirement and re-election in accordance with the Articles and the
Company's corporate governance practices and will owe statutory duties to the
Company. The principal governance and Director representation provisions of
the Relationship Agreement will be suspended if Mr Knott and his controlled
entities cease to hold, in aggregate, at least 20% of the Company's voting
rights, and will be reinstated if that threshold is subsequently met again.

 

 

 

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
 

 

Cavendish Capital Markets Ltd (Joint Broker)
              +44 (0) 20 7220 0500

Derrick Lee

 

Tennyson Securities (Joint Broker)
                        +44 (0) 20 4530 9239

Peter Krens

 

Camarco
                        +44 (0) 20 3757 4983

Billy Clegg

Owen Roberts

Violet Wilson

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018, as amended.

 

About Savannah:

Savannah Energy PLC is a British independent energy company focused around the
delivery of Projects that Matter in Africa.

 

Footnotes

 1  The Purchaser will have the option of settling some or all of the amount
due on the sixth anniversary of Completion by transferring to the Trust
ordinary shares in the capital of the Company with a market value equal to the
sum being settled.

 

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