TIDMPPC
RNS Number : 5094E
President Energy PLC
04 November 2015
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES
LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of
President Energy PLC or other evaluation of any securities of
President Energy PLC or any other entity and should not be
considered as a recommendation that any investor should subscribe
for or purchase any such securities.
04 November 2015
PRESIDENT ENERGY PLC
(Incorporated in England and Wales with registered no.
5104249)
("President" or the "Company")
Finalisation of Loan Restructuring and Completion of Equity
Placing
Further to the announcement made earlier today, President Energy
(AIM: PPC) is pleased to announce the finalisation of the proposed
restructuring of the Company's existing unsecured loan facility
("Loan Facility") with IYA Global Limited ("IYA") per the terms
detailed in the previous announcement, as well as the completion of
the US$5.0 million non-brokered equity subscription
("Subscription") through the issue of 45,801,280 new Ordinary
Shares at a subscription price of 7.075 pence per share ("the
Subscription Price").
The Subscription Price is at a small premium to yesterday's
closing mid-market price of the Company's Ordinary Shares on 3
November 2015.
Peter Levine, Executive Chairman and CEO, commented:
"We are pleased with the support shown from our leading
shareholders in connection with this transaction. The loan
restructuring and equity subscription places the Company on a firm
financial platform to deliver its strategy and realisation of
value. The existing shareholder loan with IYA has served as a
financial backstop for the Company but needed to be resized to
balance the capital structure of the company in this lower oil
price environment.
We look forward to progressing our operational goals of
increasing production from our significant reserve base and taking
the strategic steps to realise the significant upside opportunities
in Paraguay and Argentina."
After the issue of the 45,801,280 new Ordinary Shares pursuant
to the Subscription and the re-designation and transfer of US$0.27
million aggregate drawn principal amount that is outstanding under
the Loan Facility into an unsecured convertible loan held by IYA
("Convertible Loan"), the Directors will have exhausted their
existing authorities to allot shares and grant rights to subscribe
for or convert securities into shares for cash on a non pre-emptive
basis.
As such, completion of the redesignation and transfer of up to
US$3.73 million under the Loan Facility into the Convertible Loan
held by IYA shall be conditional upon shareholder approval being
given at a General Meeting of the Company. The Directors are also
proposing to seek shareholder approval to maintain the current
level of general share authorities over the Company's enlarged
share capital, post completion of the Subscription. A circular
containing a notice convening the General Meeting, to be held at
the offices of Bell Pottinger, Holborn Gate, 330 High Holborn,
London, WC1V 7QD on or around 24 November 2015 at 10.00 a.m., will
be dispatched to shareholders shortly.
PLLG Investments Limited ("PLLG") is an entity beneficially
owned by Peter Levine, the Company's Executive Chairman and Chief
Executive Officer. PLLG has agreed to subscribe for 24,457,884 new
Ordinary Shares at the Subscription Price, amounting to
US$2,670,000 in aggregate. Of this amount, US$1.5 million of those
funds will be subscribed through capitalising outstanding drawn
amounts under the Loan Facility ("Loan Capitalisation"). As a
consequence of this, and the Convertible Loan, the drawn balance of
the existing Loan Facility will be reduced to US$5.6 million from
US$11.1 million.
Following completion of the Subscription and the Loan
Restructuring, Peter Levine will hold (through PLLG) a beneficial
interest in 117,251,548 Ordinary Shares (representing approximately
22.32% of the enlarged issued share capital at the time of
Admission). In addition, assuming shareholder approval is given at
the General Meeting in respect of the re-designation and transfer
of the full US$4.0 million under the existing Loan Facility into
the Convertible Loan, Peter Levine will hold an interest in a
further 57,179,781 Ordinary Shares under the Convertible Loan and
certain existing options and warrants he also holds over shares in
the Company.
Following completion of the Subscription, the Company will have
525,320,628 Ordinary Shares in issue and this number may be used as
the denominator for the calculations for shareholders to determine
whether they are required to notify their holdings or any change in
their holdings under the Disclosure and Transparency Rules. The
Company does not hold any shares in Treasury.
The transfer of the sum of US$4.0 million (being part of the
drawn principal amounts outstanding under the Loan Facility) to the
Convertible Loan on the terms referred to in this Announcement, the
extension of the Loan Facility, the Loan Capitalisation and PLLG's
participation in the Subscription are classified as a related party
transaction under the AIM Rules. The Directors, excluding Peter
Levine who is not considered to be independent by virtue of his
relationship with IYA, having consulted with RBC Europe Limited
(known as RBC Capital Markets) in its capacity as the Company's
nominated adviser, consider that the terms of the Convertible Loan,
IYA loan extension, the Loan Capitalisation and PLLG's
participation in the Subscription are fair and reasonable in so far
as the Company's shareholders are concerned.
Application has been made to the London Stock Exchange for the
new Ordinary Shares to be issued pursuant to the Subscription to be
admitted to trading on AIM. It is expected that Admission will
become effective on 9 November 2015 and that dealings for normal
settlement in the new Ordinary Shares that have been subscribed for
pursuant to the Subscription will commence at 8.00 a.m. on 9
November 2015.
For further information contact:
President Energy PLC +44 (0) 207 016 7950
Peter Levine, Executive Chairman and Chief Executive Officer
Ben Wilkinson, Group Finance Director
RBC Capital Markets (Nomad and Joint Broker) +44 (0) 207 653 4000
Matthew Coakes
Daniel Conti
Peel Hunt LLP (Joint Broker) +44 (0) 207 418 8900
Richard Crichton, Ross Allister
Bell Pottinger +44 (0) 203 772 2500
Gavin Davis, Henry Lerwill
IMPORTANT NOTICES
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. President cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. Examples of forward-looking statements include,
amongst others, statements regarding or which make assumptions in
respect of the future performance of the Company's principal
subsidiary undertakings, the on-going exploration and appraisal of
the Group's portfolio of assets, the timing of the commencement of
any development of and future production (if any) from those assets
and the sustainability of that production, the ability of the Group
to discover new reserves, the prices achievable by the Group in
respect of any future production, the costs of exploration,
development or production, future foreign exchange rates, interest
rates and currency controls, the future political and fiscal
regimes in the overseas markets in which the Group operates, the
Group's future financial position, plans and objectives for future
operations and any other statements that are not historical fact.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions,
the effects of continued volatility in credit markets,
market-related risks such as changes in the price of oil or changes
in interest rates and foreign exchange rates, the policies and
actions of governmental and regulatory authorities, changes in
legislation, the further development of standards and
interpretations under International Financial Reporting Standards
("IFRS") applicable to past, current and future periods, evolving
practices with regard to the interpretation and application of
standards under IFRS, the outcome of pending and future litigation
or regulatory investigations, the success of future explorations,
acquisitions and other strategic transactions and the impact of
competition. A number of these factors are beyond President's
control. As a result, President's actual future results may differ
materially from the plans, goals, and expectations set forth in
President Energy's forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of President
speak only as of the date they are made. Except as required by the
Financial Conduct Authority (the "FCA"), the London Stock Exchange,
the AIM Rules or applicable law or regulation, President expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in
this Announcement
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