Schedule One - Afentra plc

RNS Number : 4302T

AIM

15 November 2023

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:

Afentra plc ("Afentra" or the "Company")

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

Registered Office & Head Office:

High Holborn House

52-54 High Holborn

London

England

WC1V 6RL

COUNTRY OF INCORPORATION:

England and Wales

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

https://afentraplc.com/aim-rule-26/

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:

Afentra, formerly Sterling Energy plc, was launched in 2021 to support the African energy transition as a responsible, well managed independent oil and gas company, assisting in the continued economic and social development of African economies through responsible management of their oil and gas assets and bridging the gap to renewable and other sustainable forms of energy. Afentra aims to access, redevelop and maximise the full potential of existing producing fields and undeveloped discoveries that no longer fit the portfolio of IOCs and host governments in a safe, responsible and sustainable manner.

The Company is in the process of acquiring the following non-operating interests in assets located offshore Angola:

· 14% interest in Block 3/05 and a 40% interest in Block 23 offshore Angola from Sonangol Pesquisa e Produção S.A. ("Sonangol") for an aggregate consideration, including maximum deferred consideration, of approximately US$91.0 million (the "Sonangol Acquisition"); and

· a further 12% interest in Block 3/05 and a 12% (and potentially up to 16%) interest in Block 3/05A offshore Angola from Azule Energy Angola Production B.V. for an aggregate consideration, including maximum deferred consideration, of approximately US$84.5 million (the "Azule Acquisition").

Pursuant to Rule 14 of the AIM Rules for Companies, the Sonangol Acquisition constitutes a reverse takeover and therefore admission is being sought as a result of such reverse take-over. Admission is not contingent on completion of the Azule Acquisition.

Afentra also has an interest in a high potential exploration project, onshore southwestern Somaliland. The Odewayne Block covers a very large area (circa 22,000km²), located adjacent to the border with Ethiopia. The PSA covers block SL6 and part of blocks SL7 and SL10.

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):

Number of ordinary shares of £0.1 each ("Ordinary Shares") for which Admission is being sought: 220,053,520

There are no restrictions as to the transferability of the Ordinary Shares.

No Ordinary Shares are or will be held in treasury on Admission.

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: Approx. £65 million (based on the closing price of existing Ordinary Shares admitted to AIM of GBX 29.50 on 9 November 2023.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

26.06%

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:

Not applicable

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/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):

Jeffrey (Jeff) Saunders MacDonald - Non-Executive Chairman

Paul McDade - Chief Executive Officer

Ian Richard Cloke - Chief Operating Officer

Anastasia Deulina - Chief Financial Officer

Gavin Hugh Lothian Wilson - Independent Non-Executive Director

Thierry Andre Nicolas Yao Tanoh - 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 pre-Admission	% of issued share capital on Admission
Askar Alshinbayev	21.86%	21.86%
Denis O'Brien	7.16%	7.16%
Kite Lake Capital Management (UK) LLP	6.13%	6.13%
Athos Capital Limited	3.13%	3.13%
David and Monique Newlands	3.10%	3.10%

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

Paul Burden (consultant)

Three60 Energy Singapore PTE Ltd

(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 2023 (unaudited);

(iii)

30 June 2024 (audited annual consolidated accounts to 31 December 2023);

30 September 2024 (half yearly report for the six months ending 30 June 2024); and

30 June 2025 (audited annual consolidated accounts to 31 December 2024).

EXPECTED ADMISSION DATE:

Mid December 2023

NAME AND ADDRESS OF NOMINATED ADVISER:

Peel Hunt LLP

100 Liverpool Street

London

EC2M 2AT

United Kingdom

NAME AND ADDRESS OF BROKER:

Peel Hunt LLP

100 Liverpool Street

London

EC2M 2AT

United Kingdom

Tennyson Securities

65 Petty France

London

SW1H 9EU

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, which contains full details about the applicant and the admission of its securities, is available on the Company's website:

https://afentraplc.com/investors/

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Quoted Companies Alliance Corporate Governance Code

DATE OF NOTIFICATION:

15 November 2023

NEW/ UPDATE:

New

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END

PAAEALFLFSPDFFA

TIDM	AET
Share Price	73.20p-0.54%
Market Cap	£201.40m

Date	15 Nov 2023
Time	08:00:00
Category	Capital structure
ID	4302T

TIDM	AET
Share Price	73.20p-0.54%
Market Cap	£201.40m

Date	15 Nov 2023
Time	08:00:00
Category	Capital structure
ID	4302T

t

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Schedule One - Afentra plc