REG - Savannah Energy Plc - Proposed NIPCO Agreement & Buyback Termination

Savannah EnergyAnnouncement

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RNS Number : 0474N  Savannah Energy Plc  30 December 2025

30 December 2025

Savannah Energy PLC

("Savannah" or "the Company")

 

 

Announcement of Proposed Relationship Agreement with NIPCO Plc

and Proposed Termination of Off-market Share Buyback Agreement

 

Savannah Energy PLC, the British independent energy company focused around the
delivery of Projects that Matter in Africa, announces the intended entry into
a relationship agreement (the "Relationship Agreement") with its largest
shareholder, NIPCO Plc ("NIPCO"), in connection with the Company facilitating
NIPCO increasing its shareholding in Savannah, as further detailed below.

NIPCO Shareholding Increase and Termination of Buyback Agreement

NIPCO proposes to acquire further existing Ordinary Shares in the Company
through a series of secondary market transactions. In connection with these
proposed acquisitions, the Company intends to terminate the off-market share
buyback agreement (the "Buyback Agreement") announced on 22 October 2025 and
approved by shareholders on 28 November 2025.

 

Following termination of the Buyback Agreement, NIPCO proposes to acquire
118,083,927 of the 143,565,582 Ordinary Shares that were subject to the
Buyback Agreement, which would increase NIPCO's stake to approximately 25% of
the Company's current issued share capital.

 

In addition, NIPCO has indicated to the Company its intention to acquire up to
a further approximately 1.5% of the Company's current issued share capital
through additional secondary market transactions with identified existing
shareholders. If completed in full, these additional acquisitions would
increase NIPCO's ownership interest in Savannah to approximately 26.5% of the
Company's current issued share capital. There can be no certainty such further
acquisitions will occur and to the extent that they do occur, the Company
would expect to update its website to reflect the increased ownership holding.

The Relationship Agreement

The proposed Relationship Agreement is expected to provide a number of
important protections for the Company and its minority shareholders, and to
ensure that the Company is at all times able to carry on its business
independently of NIPCO.

 

The Relationship Agreement is expected to include: (i) undertakings by NIPCO
to exercise its voting rights in support of Board-recommended
governance-related shareholder resolutions; (ii) confirmation that NIPCO has
no right to board representation; (iii) an undertaking from NIPCO not to
pursue any hostile takeover of the Company (subject to certain exceptions);
and (iv) orderly market disposal obligations governing any future disposals of
shares by NIPCO, covering both on market and off market trades, with the
Company being afforded a certain period of time in the latter instance to
attempt to identify an alternative purchaser (should it so choose).

 

The Relationship Agreement is expected to remain in force for so long as NIPCO
and its affiliates hold, in aggregate, 12.5% or more of the Company's issued
share capital. Entry into the Relationship Agreement is expected to occur
shortly following regulatory consultation, and NIPCO is expected to undertake
to the Company imminently to agree to any amendments to the draft Relationship
Agreement that may follow the regulatory consultation.

Background to termination of Buyback Agreement

In reaching its decision to terminate the Buyback Agreement, the Board, having
taken appropriate external professional advice, concluded that the proposed
entry into the Relationship Agreement would be of significant strategic value
to the Company and its minority shareholders. In particular, the Board
considered that: (1) the Relationship Agreement would deliver meaningful
minority shareholder protections and provide important assurances regarding
the Company's continued operational and decision-making independence from its
largest shareholder; and (2) the proposed termination of the Buyback Agreement
would preserve approximately £10.05 million of the Company's cash resources
(due to the Company not having to buyback the Ordinary Shares subject to the
Buyback Agreement), enhancing financial flexibility while retaining the
Company's ability to return capital to shareholders through Board-approved
on-market share buybacks under the authority granted by shareholders at the
general meeting held on 28 November 2025.

 

Director Share Purchase

The Company's Chief Executive Officer, Andrew Knott (the "CEO"), proposes to
acquire the balance of 25,481,655 Ordinary Shares that were subject to the
Buyback Agreement and are not being acquired by NIPCO, thereby increasing his
total interest to 292,764,370 Ordinary Shares, equal to approximately 13.8% of
the Company's current issued share capital. The Company's Board of Directors
(the "Board") considers this additional investment, which is to be undertaken
via an investment vehicle wholly owned by the CEO, to be a further
demonstration of senior management's confidence in the Company's strategy and
prospects and to enhance the alignment of senior management's interests with
those of shareholders.

 

Related Party Transactions

 

The arrangements pursuant to which the Company has agreed to terminate the
Buyback Agreement and to enter into the Relationship Agreement, in connection
with the intended share purchases by NIPCO and Andrew Knott, constitute
related party transactions for the purposes of the AIM Rules for Companies.

 

The Company's independent directors, being all of the directors other than
Andrew Knott, consider, having consulted with Strand Hanson Limited, the
Company's nominated adviser, that the terms of these arrangements and the
actions to be taken by the Company in connection therewith are fair and
reasonable insofar as shareholders are concerned.

 

 

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

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

 

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.

 

 

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