Andalas Energy & Power #ADL – Placing, notice of EGM and issue of consideration shares

Andalas Energy and Power plc (AIM:ADL) announces that it has conditionally raised gross proceeds of £1,000,000 via a placing (‘Placing’) of 222,222,222 ordinary shares of nil par value (“Ordinary Shares”) at a price of 0.45pence (the “Placing Price”) per Ordinary Share (“Placing Shares”), compared to the mid-market price of 0.575 pence at the close of business on 26^th February 2019.

The Placing is split between a firm placing to raise £780,000 through the issue of 173,333,333 Ordinary Shares at the Placing Price (the “Unconditional Placing”); admission of the Unconditional Placing Shares is expected to occur on or around 5 March 2019; and a conditional placing to raise £220,000 through the issue of 48,888,889 Ordinary Shares at the Placing Price (the “Conditional Placing”); the Conditional Placing is conditional on the approval of Andalas Shareholders at an EGM to be convened shortly and further detailed below.

The net proceeds of the Placing will be used to fully fund Andalas’ participation in the forthcoming Colter side-track, as announced on 25 February 2019, working capital and to provide additional capital to continue the Company’s business development efforts as it looks to broaden its portfolio of upstream opportunities.

Simon Gorringe, CEO of Andalas Energy and Power PLC commented, “We are now fully funded to participate in the forthcoming Colter side-track, following the announcement on Monday which identified the additional Colter South prospect.  We have also secured support from new and existing shareholders for further upstream business development activity as we look to broaden our portfolio further, which we look forward to updating the market on in due course.”

Posting of Shareholder Circular and Notice of Extraordinary General Meeting (“EGM”)

The Placing is conditional on the Placing Shares, which will rank pari passu with the existing Ordinary Shares, being admitted to trading on AIM.  The Placing comprises a placing of 173,333,333 shares (£780,000) placed pursuant to existing authorities granted to the Directors (“Unconditional Placing Shares”) and a placing of 48,888,889 shares (£220,000) (“Conditional Placing Shares”).  The placing of the Conditional Placing Shares is also conditional on the Company passing at a general meeting such resolutions as the directors consider necessary to authorise and otherwise permit the directors and the Company to issue the Conditional Placing Shares.

The resolutions will be proposed at an extraordinary general meeting of the Company to be held at 10.00am on 15^th March 2019.

A copy of the notice of EGM is expected to be sent to Shareholders tomorrow and made available for inspection at the Company’s registered office at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP and on the Company’s website (www.andalasenergy.co.uk).  Shareholders should read the notice of EGM.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM.  It is expected that dealings in the Unconditional Placing Shares will commence on or about 5^th March 2019 (“First Admission”) and that dealings in the Conditional Placing Shares will commence on or around 19^th March 2019 (“Second Admission”) subject to the passing of the necessary resolutions at the EGM.

Warrants over 16,666,667 ordinary shares will be issued with a three year life and an exercise price of 0.45p per share will be issued in connection with the placing.  The issue of all warrants are conditional on the approval of increased authorities to be voted on by shareholders at the forthcoming Extraordinary General Meeting.

Issue of consideration shares

As announced on 25 July 2018, the terms of our subscription agreement with Eagle Gas Limited required that a further £100,000 of consideration shares would be issued when the licence was extended beyond 31 December 2018.  Accordingly 15,998,439 nil par value shares have been issued.  The number of shares was calculated by reference to the £100,000 contingent consideration and to the share price calculated as 90% of the volume weighted average price over the 3 trading days prior to 1 January 2019, being 0.625pence per share.

Following the admission of the consideration and unconditional placing shares Eagle Gas Limited is the holder of 21,880,792 nil par value shares (3.94%) of the Company.

Total voting rights

Following the admission of the unconditional placing shares and the consideration shares but before the Second Admission, the Company’s issued share capital will consist of 555,081,412 ordinary shares of nil par value (“Ordinary Shares”), with each Ordinary Share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. This figure of 555,081,412 Ordinary Shares may therefore be used by shareholders in the Company, between the dates of First Admission and Second Admission, as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules (“DTRs”).

Following the Second Admission the Company’s issued share capital will consist of 603,970,301 Ordinary Shares, with each Ordinary Share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. This figure of 603,970,301 Ordinary Shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the DTRs.

The impact of the consolidation on the total voting rights of the Company is analysed below.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (‘MAR).  Upon the publication of this announcement via a Regulatory Information Service (‘RIS’), this inside information is now considered to be in the public domain.