Andalas Energy and Power (ADL) – Admission document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBILC OF SOUTH AFRICA NOR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT AN ADMISSION DOCUMENT OR ADMISSION DOCUMENT EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE ADMISSION DOCUMENT TO BE PUBLISHED BY ANDALAS ENERGY & POWER PLC IN CONNECTION WITH THE PROPOSED CAPITAL RAISING.

27 April 2016

Andalas Energy and Power Plc

Proposed Farm-in to the Tuba Obi East Technical Assistance Contract, Proposed Placing, Appointment of Directors, Proposed Issue of Bonus Warrants and Publication of Admission Document

Andalas Energy and Power Plc, the AIM listed Indonesian focused oil and gas exploration company (AIM: ADL), is pleased to announce the publication and despatch to Shareholders today of its admission document in connection with the Farm-in to the Tuba Obi East Technical Assistance Contract (TAC) which constitutes a reverse takeover of the Company under the AIM Rules. In conjunction with the publication of its admission document, the Company is also pleased to announce that it has raised £2.6 million through the conditional placing of 1,341,959,560 Placing Shares at an Issue Price of 0.2 pence per Placing Share.

The Company has also today appointed Mr Ross Michael Warner as an Executive Director of the Company and Mr Graham Roger Smith as a Non-Executive Director of the Company, both with immediate effect.  Further, on Admission, Mr Simon George Gorringe will be appointed to the Board as Chief Operating Officer.

The Company is also proposing the issue of Bonus Warrants to Qualifying Shareholders on the basis of one Bonus Warrant for every four Ordinary Shares held as at the Record Date, being 5.00 p.m. on 13 May 2016.

The publication of the admission document today will allow for the re-admission to trading of the Company’s Ordinary Shares on AIM, which the Company anticipates will commence from 7.30 a.m. on Thursday 28 April 2016.

All capitalised terms in this announcement are as defined in the admission document which is available free of charge on the Company’s website: http://www.andalasenergy.co.uk/.

Highlights

• As announced on 8 March 2016, Andalas entered into a conditional agreement to Farm-in to the Tuba Obi East concession in the South Sumatra Basin, Indonesia which constitutes a reverse takeover of the Company under the AIM Rules, changing its status from an investment company to an oil and gas operating company
• The proceeds of the Placing will be used to fund the agreed work programme on Tuba Obi East which includes the completion of a geological, geophysical and reservoir study along with the drilling and flow testing of a single well to assess the deliverability, recoverable volumes, and gas quality in the Air Benakat Formation
• The reverse takeover and Placing are subject to Shareholder approval at the General Meeting, which is to be held at 10.00 a.m. on 13 May 2016 at the offices of Watson Farley & Williams LLP at 15 Appold Street, London EC2A 2HB

Andalas CEO, Mr David Whitby, said “With our initial asset secured, funds in place to drill our first well at the Tuba Obi East concession, and a further strengthening of the Board, we now have the ingredients in place to deliver on our objective and build a profitable Indonesian gas and power business.

“We now look forward to redoubling our efforts and putting the team to work to realise value for all our investors, and we intend to achieve this by capitalising on the prolific hydrocarbon basins and highly attractive gas to power markets of Indonesia. This is an exciting time for our Company and I look forward to providing further updates on our progress as we look to transform Andalas into an important player in the Indonesian energy and power sector.”

Further Information

1. Background

The Directors are pleased to announce that, in accordance with the Company’s strategy to identify and evaluate oil and gas opportunities in Indonesia and as announced on 8 March 2016, the Company has entered into a conditional agreement to farm-in to an interest in the Tuba Obi East TAC in the South Sumatra Basin on the island of Sumatra, within the Republic of Indonesia. The farm-in will constitute a reverse takeover of the Company under the AIM Rules, changing the Company from an investment company to an operating company involved in the exploration and production of oil and gas, which has necessitated the publication of the admission document and which is also therefore subject to the approval of Shareholders at the General Meeting.

In conjunction with this, the Company has also conditionally placed 1,341,959,560 Placing Shares at the Issue Price of 0.2 pence to raise total gross proceeds of £2.6 million.

The Placing is also subject to Shareholder approval at the General Meeting which is to be held at 10.00 a.m. on 13 May 2016 at the offices of Watson Farley & Williams LLP at 15 Appold Street, London EC2A 2HB, notice of which is set out at the end of the admission document.

Further details of the Farm-in and the Placing are set out in the admission document, which also sets out the details of, and reasons for, the Proposals and explains why the Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole, and recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

Details of the Placing

Pursuant to the Placing, Cantor Fitzgerald Cornhill Capital and Peterhouse Corporate Finance have conditionally raised £2.6 million (before expenses) for the Company though the placing of the Placing Shares with investors at an Issue Price of 0.2 pence per Placing Share conditional, inter alia, upon the Resolutions being approved by Shareholders at the General Meeting and on Admission. The net proceeds of the Placing are estimated at £2.1 million. The net proceeds will be used for the agreed work programme on Tuba Obi East in order for the Company to earn its interest under the terms of the Farm-in Agreement and for general working capital purposes.

The Placing Shares will, upon issue, rank pari passu with the Existing Ordinary Shares. The Placing is conditional upon, inter alia, Shareholders passing the Resolutions at the General Meeting and Admission becoming effective by not later than 8.00 a.m. on 16 May 2016 (or such date as Cantor Fitzgerald and Cornhill Capital may agree being not later than 31 May 2016).

1. Key terms of the Farm-in Agreement

Under the terms of the Farm-in, which was announced on 8 March 2016, Andalas will acquire a 30 per cent. direct working interest in the Tuba Obi East TAC through the execution of a single well work programme. The work programme includes the completion of a geological, geophysical and reservoir study along with the drilling and flow testing of a single well to assess the deliverability, recoverable volumes, and gas quality in the Air Benakat Formation. Andalas will be technical operator during the well work programme.

A report dated 22 April 2016 was prepared by Gaffney Cline & Associates which estimated the prospective resources in the Air Benakat Formation within the Tuba Obi East concession based on the historical exploration and appraisal data available.  Gaffney Cline & Associates reports best estimate prospective resources of approximately 22Bcf in each of two potential reservoir zones, the ABF upper and ABF lower, within the main closed structure within the boundary of the Tuba Obi East TAC as presented in the table below.

1. The net working interest is the 30% attributable to Andalas on completion of the Farm-in but does not represent Andalas’ net entitlement under the terms of the Tuba Obi East TAC which would be lower
2. Geological chance of success

The transfer of a participating interest in the Tuba Obi East TAC to the Company is subject to the consent of the Government of the Republic of Indonesia and Pertamina.

The Tuba Obi East concession expires on 23 April 2017. Prior to expiry of the Tuba Obi East TAC, it is anticipated that application will be made jointly by PT Akar Golindo (the current holder of the TAC) and Andalas for a new contract to reflect the same division of participating interest as agreed by the TOE Farm-in Agreement. PT Akar Golindo and Andalas will jointly pursue the application and Andalas has agreed to pay a further sum of US$500,000 in cash (or US$1,000,000 in Ordinary Shares at the Company’s election) to PT Akar Golindo if a new contract is awarded. There is no certainty at this time that a new contract will be awarded by Pertamina.

The Farm-in will constitute a reverse takeover of the Company under the AIM Rules, changing the Company from an investment company to an operating company involved in the exploration and production of oil and gas, and is therefore subject to the approval of Shareholders at the General Meeting.

Further detail regarding Tuba Obi East and the TOE Farm-in Agreement is set out in the admission document.

1. Participation Agreement with Northcote

On 30 April 2015, the Company entered into a Participation Agreement with Northcote in consideration for Northcote providing services and relationships in connection with procuring financing for the Company to undertake one or more projects in Indonesia. Under the terms of the Participation Agreement, Northcote is entitled to participate directly with the Company in any joint venture, partnership, concession, profit sharing contract, working interest in any well or other similar agreement, introduced by any party, relating to the exploration, development and production of hydrocarbons in Indonesia initiated prior to 30 April 2020. Northcote is entitled to a paying participation at a level equal to 12.5 per cent. of the interest of the Company (prior to Northcote’s election to participate) either directly or through any partnership or joint venture agreement entered into by the Company. Northcote has notified the Company of its election to participate in the Tuba Obi East concession.  Further detail regarding the Participation Agreement is set out in the admission document.

1. Bonus Warrant Issue

The Directors have carefully considered the best way to structure the proposed equity fundraising in order to provide existing Shareholders with some ability to subscribe should they so choose on similar terms to the Placing. On this basis, the Board proposes, subject to the passing of the Resolutions and certain regulatory considerations relating to marketing of securities in certain jurisdictions, to carry out the Bonus Warrant Issue on the terms of the Bonus Warrant Instrument.

The issue of the Bonus Warrants will be to Qualifying Shareholders on a pro rata basis of one Bonus Warrant for every four Ordinary Shares held. The Board believes that the Bonus Warrant Issue should partially alleviate the impact of dilution on Qualifying Shareholders.

The record date for the Bonus Warrant Issue is 5.00 p.m. on 13 May 2016. Accordingly, the Board proposes that the Bonus Warrants will only be issued to Shareholders of the Company entered into the register of members at that time and with a registered address outside the Prohibited Territories. As such, placees in the Placing shall not be entitled to receive Bonus Warrants in respect of their Placing Shares.

The Bonus Warrants would represent approximately 7.3 per cent. of the Enlarged Share Capital prior to exercise.

The exercise price of the Bonus Warrants will be 0.2 pence per new Ordinary Share, being the same as the Issue Price.

The Bonus Warrants, which will be unlisted and non-transferable, will be exercisable on the Bonus Warrants Exercise Date being 31 May 2016 only (although irrevocable exercise notices and subscription funds can be issued to the Company prior to that date). If any of the Bonus Warrants remain unexercised on the Exercise Date, they will expire.

The Bonus Warrant Instrument is summarised in the admission document and contains provisions typically found in such instruments, including those relating to the adjustment of the terms of the Bonus Warrants, protections for holders of Bonus Warrants and the procedures for the modification of the rights of the Bonus Warrants.

The Bonus Warrants will be subject to eligibility requirements on issue. Such requirements are resultant from pre-existing securities law restrictions applicable to certain jurisdictions such as the United States of America.  The Bonus Warrant Issue will not be extended to, and the Bonus Warrants will not be issued to and may not subsequently be exercisable by, Qualifying Shareholders in a Prohibited Territory. Notwithstanding the above, the Company will reserve the right to permit any Qualifying Shareholder to take up Bonus Warrants under the Bonus Warrant Issue if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the applicable restrictive legislation or regulations.

Qualifying Shareholders who are in any doubt about the implications of the Bonus Warrant Issue on their personal tax position should consult their professional adviser.

Further terms of the proposed Bonus Warrant Issue are set out in the Admission Document.

1. Appointment of Directors

The Company is also pleased to announce the appointment today of Mr Ross Michael Warner as an Executive Director of the Company and Mr Graham Roger Smith as a Non-Executive Director of the Company, both with immediate effect.

Ross, aged 49, is a lawyer and experienced company director of both private and public resource companies listed on AIM and the Australian Securities Exchange. He has also held senior corporate roles with Mallesons Stephen Jaques in Australia and Clifford Chance in the UK. He is currently Executive Chairman of Northcote and Executive Director of Zarmadan Gold Ltd and has previously been chairman of Uranium Resources plc. He holds a Bachelor of Laws from University of Western Australia, and Master of Laws, University of Melbourne.

Graham, aged 58, is a Chartered Accountant and an Isle of Man resident. He is currently an Executive Director of FIM Capital Limited (formerly IOMA Fund and Investment Management Limited), the administrator to the Company. He has over 30 years’ financial management experience, primarily in the investment funds sector. He is also a non-executive director of AIM listed Glenwick plc and Trinity Capital plc, and of several unlisted companies.

On Admission, Mr Simon George Gorringe will be appointed to the Board as Chief Operating Officer. Simon, aged 59, began his 35-year career in the petrochemical industry moving into cryogenics and finally into the oil and gas industry in the late-1980s. He has worked for Kerr-McGee on the Gryphon field and for ConocoPhillips Ltd on its UK continental shelf developments, before moving to BHP Billiton plc. Whilst there

he developed a reputation for unlocking marginal fields by developing the Keith Field, an asset that was previously deemed to be uneconomic. ln lndonesia Simon was the development manager for Serica’s Kambuna Gas Field Development and Chief Operating Officer for NuEnergy Gas Ltd. which was developing coalbed methane projects in South Sumatra. He has also held a number of senior roles including at SOCO lnternational plc and Kerr-McGee. Simon is a graduate of Chemical Engineering from University of Manchester lnstitute of Science and Technology.

1. Conversion of Loan Notes

On 31 March 2016, the Company raised £500,000 (gross) through its joint broker Cornhill Capital by the issue of the Loan Notes. The Loan Notes carry a zero coupon and are unsecured. The nominal amount of each Loan Note is £1,000. The issue price of each Loan Note was £833.33. On Admission, the Loan Notes will convert into 300,000,000 new Ordinary Shares at the Issue Price.

In the event that Shareholder approval of the Resolutions at the General Meeting is not obtained and the Proposals do not proceed, the Loan Notes will convert on the fifteenth business day immediately following the re-commencement of trading in the Company’s Ordinary Shares on AIM at a price calculated as ninety per cent. of the volume weighted average price per Ordinary Share for the lowest successive three day trading period out of the fifteen trading days immediately following re-commencement of the Company’s Ordinary Shares to trading on AIM.

In the event that conversion has not occurred by 31 July 2016, the Loan Notes will not convert and will be required to be repaid by the Company.

For every five new Ordinary Shares issued on conversion of the Loan Notes, held by investors subscribing for Loan Notes through Cornhill Capital, Cornhill Capital shall receive one warrant to subscribe for one Ordinary Share exercisable at the price at which the loan conversion occurs. As a result of conversion of the Loan Notes, Cornhill Capital will be issued 42,000,000 warrants over Ordinary Shares.

1. Changes to arrangements with Corsair

On 4 June 2015, the Company entered into the Assignment Agreement, which covered arrangements whereby Corsair would introduce oil and gas concessions in Indonesia to the Company and the means by which Corsair was to be remunerated for this. Pursuant to the Assignment Agreement the Company agreed to issue to Corsair (or its nominees):

1. 31,250,000 Ordinary Shares on closing of the Assignment Agreement;
2. up to an additional 93,750,000 Corsair Contingent Consideration Shares in three equal tranches (of 31,250,000 Ordinary Shares) on the occurrence of each of the following three milestones: (i) the acquisition by the Company of one concession in Indonesia; (ii) the acquisition by the Company of a second concession in Indonesia; and (iii)  gross production from projects in which the Company has an economic interest exceeding 400 bopd for a period of 30 days (the “Milestones”);
3. 34,344,865 Corsair Options which vest on closing of the Assignment Agreement; and
4. up to an additional 103,034,596 Corsair Options which vest in three equal tranches of 34,344,865 upon the occurrence of each of the Milestones.

The Assignment Agreement also contains provisions whereby Corsair will have a carried interest in oil and gas concessions introduced by it and a share of future revenues from these concessions.

Corsair is a company in which each of David Whitby, Ross Warner and Simon Gorringe (a Proposed Director at Admission) has a 25 per cent. beneficial interest. In the opinion of the independent Directors, who in this instance are Paul Warwick, Daniel Jorgensen and Graham Smith, it will be difficult following Admission to determine which assets are originated within Andalas and which are introduced by Corsair and therefore to avoid any future conflict of interest, and to more fully align the interests of David, Ross and Simon with those of Shareholders, it has been agreed with Corsair that the arrangements between the Company and Corsair will change. In substitution of the carried interest and revenue share contemplated in the Assignment Agreement (and pursuant to a deed of termination and share issue deed summarised in the admission document), subject to the passing of the Resolutions, each of David Whitby, Ross Warner, Simon Gorringe and Christopher Newport will be issued with such number of Ordinary Shares in the Company, which will, in aggregate, represent 5 per cent. of the Enlarged Share Capital. In addition, each of David Whitby, Simon Gorringe, Ross Warner and Chris Newport will be issued with further Ordinary Shares following exercise of the Bonus Warrants which will result in their aggregate interests as contemplated under the Corsair arrangements remaining at 5 per cent. of the share capital as enlarged by the issue of Ordinary Shares on exercise of the Bonus Warrants.

These revised arrangements are summarised in the admission document.

The revision of the arrangements with Corsair is considered a related party transaction pursuant to the AIM Rules. The independent Directors, who for this purpose are Paul Warwick, Daniel Jorgensen and Graham Smith, consider, having consulted with Cantor Fitzgerald, the Company’s nominated adviser, that the terms of the new Corsair arrangements are fair and reasonable insofar as Shareholders are concerned.

1. Directors’ shareholdings

Certain of the Directors and the Proposed Director are participating in the Placing by way of a subscription for a total of 167,834,558 Placing Shares. Their subsequent beneficial holdings as a result of the Placing and the arrangements with Corsair are shown below.

1. Change of Articles

The Articles of the Company are being amended to align the Company’s bylaws with those of a UK incorporated company admitted to trading on AIM. In order to affect these amendments, the Company proposes to make certain amendments to the Articles by a special resolution of the Shareholders. A copy of the Amended Articles is available for review at the Company’s registered office at any time before the General Meeting. In addition, copies of the Amended Articles will be available at the General Meeting.

1. General Meeting

The Notice convening the General Meeting has been posted to Shareholders and is available on the Company’s website at http://www.andalasenergy.co.uk/. The General Meeting has been convened for 10.00 a.m. on 13 May 2016 at the offices of Watson Farley & Williams LLP at 15 Appold Street, London EC2A 2HB where the following Resolutions will be proposed to approve:

1. The Farm-in, for the purposes of Rule 14 of the AIM Rules;
2. The authorisation of the Directors to allot Ordinary Shares including the New Ordinary Shares;
3. The authorisation of the Directors to dis-apply statutory pre-emption rights in respect of future allotments of Ordinary Shares including in respect of the New Ordinary Shares; and
4. The amendments to the Articles.

For further information on the Company please visit www.andalasenergy.co.uk or contact:

** ENDS **

ANNEXURE A

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

Each of the times and dates in the above timetable is subject to change without further notice. References to all times are to London time.

ANNEXURE b

Information that requires disclosure under Schedule Two of the AIM Rules

Ross Warner’s Current Directorships

Northcote Energy Ltd

Zarmadan Resources Corporation

Zarmadan Resources Ltd

Zarmadan Gold Singapore Pte Ltd

Ross Warner’s Former Directorships (held in the last 5 years)

Anglo Pacific Ventures Pty Ltd

Ascent Capital Pty Ltd

Deep Yellow (Tanzania) Ltd

Irvine Energy Ltd

Moonlake Natural Resources Ltd

Shellbright Ltd

URA (St Henri) Ltd

Uranium Resources plc

Western Metals Exploration Ltd

Western Metals Tanzania Ltd

Western Metals Uranium Ltd

WML Uranium Holding Ltd

Graham Smith’s Current Directorships

Coldharbour Marine Holdings Ltd

Coldharbour International Ltd

East Balkan Properties plc

EPIC Reconstruction Property Co (IOM) Ltd

EPIC Structured Finance Ltd

FIM Capital Ltd

FIM Directors Ltd

FIM Nominees Ltd

FIM Nominees One Ltd

Glenwick plc

JMS Estates (IOM) Ltd

Treveria Asset Management Ltd

Trinity Capital plc

Trinity Capital Mauritius Ltd

Graham Smith’s Former Directorships (held in the last 5 years)

Clean Energy Asia Ltd

FIM Nominees Two Ltd

Tau Capital plc

TEP Trading 2 Ltd

Simon Gorringe’s Current Directorships

Field Development Specialists Ltd

Corsair Petroleum Limited

Corsair Petroleum (Holdings) Limited

Corsair Petroleum (Singapore) PTE Ltd

Corsair Petroleum (Southern North Sea) Ltd

Corsair Petroleum (Central North Sea) Ltd

CHplus Resources (Cambodia) Limited

Corvette Energy (Singapore) PTE Ltd

Gas Strategies Pte. Ltd