Schedule One - Advance Energy PLC | RNS | Ticker

Schedule One - Advance Energy PLC

RNS Announcement

RNS Number : 1797U

AIM

01 April 2021

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:

Advance Energy Plc (AIM: ADV) (the "Company" or "Advance")

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

55 Athol Street

Douglas

Isle of Man

IM1 1LA

COUNTRY OF INCORPORATION:

Isle of Man

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

https://www.advanceplc.com/

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:

Admission is sought as a result of a reverse takeover in accordance with AIM Rule 14.

As announced on 17 December 2020, in accordance with the Company's strategy to focus on growth through acquisition or farm-in to non-operated interests in upstream projects, the Company entered into a conditional Buffalo Subscription Agreement pursuant to which the Company's wholly-owned subsidiary, Advance Energy TL Limited ("AETL") could subscribe for equity such that AETL holds up to 50 per cent. of the total equity interest in Carnarvon Petroleum Timor for a consideration of up to US$20 million (the "Acquisition"). Carnarvon Petroleum Timor holds a 100 per cent. working interest and is the contractor under the Buffalo PSC, offshore Timor-Leste. Carnarvon Petroleum Timor is a subsidiary of ASX listed company, Carnarvon Petroleum Limited.

The net proceeds of the Placing of approximately £20.01 million (approximately US$27.51m million) will be used to fund the Acquisition in respect of the full 50 per cent. interest in Carnarvon Petroleum Timor, with such funds in turn being applied by Carnarvon Petroleum Timor to funding the drilling of the B-10 Appraisal Well and certain Buffalo PSC related costs, and for the Company's general working capital needs.

The Acquisition constitutes a reverse takeover pursuant to AIM Rule 14 and is therefore subject to, inter alia, the approval of Advance's shareholders.

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):

Ordinary shares of no par value in the Company ("Ordinary Shares") (following a proposed 1 for 10 share consolidation of the Company's existing Ordinary Shares of no par value).

The 1,718,416,985 existing Ordinary Shares (pre Capital Consolidation) currently in issue will, subject to shareholder approval for, inter alia, the Capital Consolidation, be consolidated into up to 171,841,698 new Ordinary Shares ("New Ordinary Shares"). The final number of New Ordinary Shares is likely to be reduced as a result of fractional entitlements from the Capital Consolidation, with the final figure to be confirmed prior to Admission when the number of New Ordinary Shares to be cancelled as a result of fractional entitlements from the Capital Consolidation is known.

In addition, the Company will, on Admission, issue 840,100,000 New Ordinary Shares pursuant to the Placing and 15,672,310 New Ordinary Shares pursuant to the settlement of certain accrued director fees.

A total of up to 1,027,614,008 New Ordinary Shares are to be admitted to trading on readmission subject to approval of the Proposals.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital raised on Admission of £21.84m

Implied market capitalisation on Admission of £26.72m at the Placing Price

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

6.64%

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:

N/A

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):

Directors

Mr. Mark Andrew Rollins, (Non-Executive Chairman)

Mr. Leslie Stewart Peterkin, (Chief Executive Officer)

Mr. Stephen Paul West, (Chief Financial Officer)

Mr. Ross Michael Warner, (Non-Executive Director)

Proposed Director

Larry Anthony Bottomley, (Non-Executive Director)

Stephen James Whyte, (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	Pre (%)	Post (%)
Tavira Securities Ltd	-	5.21%
Sebastian Marr	14.06%	4.09%
John Story	-	3.48%
Anavio Capital Partners LLP	-	3.48%
Toscafund Asset Management LLP	-	3.37%
Mark Rollins*	8.14%	Below 3%
Leslie Peterkin*	8.08%	Below 3%
John Geoffrey Bolitho	7.28%	Below 3%
Crossways Trustees Limited Ato Bruschini Rats	6.82%	Below 3%
Brintons	6.51%	Below 3%
Jarvis Investment Management	5.67%	Below 3%
Optiva Securities	4.67%	Below 3%
Anthony John Battrick**	3.88%	Below 3%
Hargreaves Lansdown	3.87%	Below 3%

* Mark Rollins (Non-executive Chairman) and Leslie Peterkin (Chief Executive Officer) are both directors of the Company.

**Anthony John Battrick is the Technical Manager of Advance.

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

N/A

(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) 30 April

(ii)

Unaudited half-yearly accounts for Advance to 31 October 2020.

Unaudited half-yearly accounts for Carnarvon Petroleum Timor, Unipessoal, LDA to 31 October 2020.

(iii) 31 October 2021, 31 January 2022, 31 October 2022

EXPECTED ADMISSION DATE:

19 April 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Strand Hanson Limited

26 Mount Row

Mayfair

London

W1K 3SQ

United Kingdom

NAME AND ADDRESS OF BROKER:

Tennyson Securities

65 Petty France

London

SW1H 9EU

United Kingdom

Optiva Securities Limited

49 Berkeley Square

Mayfair

London

W1J 5AZ

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:

https://www.advanceplc.com/

Copies of the Admission Document, which contains full details of Advance and its securities, are also available at the offices of Tennyson Securities, 65 Petty France, London, SW1H 9EU

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

1 April 2021

NEW/ UPDATE:

NEW

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RNS metadata

Title: Schedule One - Advance Energy PLC
Time: 08:00:02
Date: 1 Apr 2021
Category: Capital structure
ID: 1797U