Notice of General Meeting

RNS Number : 6220K

Angus Energy PLC

22 December 2022

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO . 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED . UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN .

22 December 2022

Angus Energy Plc

("Angus Energy", the "Company" or together with its subsidiaries, the "Group")

(AIM:ANGS)

Notice of General Meeting ("GM")

The Company announces that is has today posted a Circular to Shareholders convening a General Meeting ("GM") to be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG on Monday 9 January 2023 at 11.00 a.m (the "Circular"). A copy of the Circular is also available from the Company's website, www.angusenergy.co.uk .

General Meeting

On 19 December 2022 the Company announced that it had successfully raised gross proceeds of approximately £7 million by means of a placing to certain institutional and other investors to raise approximately £2 million, (the "Placing") and a direct subscription to raise approximately £5 million (the "Subscription") (together, the "Fundraising"), in each case at a price of 1.65 pence per share (the "Fundraising Price").

The Fundraising was conducted in two tranches, with the initial tranche of new Ordinary Shares under the Fundraising (comprising in aggregate 341,219,000 Ordinary Shares, being the shares issued under the Placing and 226,219,000 shares issued under the Subscription) being issued under the Company's pre-existing share capital authorities, and the second tranche of 89,781,000 new Ordinary Shares ("Conditional Subscription"), together with 311,250,000 warrants in respect of the entire Fundraising ("Warrants"), being subject to shareholders passing the certain resolutions ("Resolutions") at a General Meeting ("GM").

In addition, and conditional upon the passing of the Resolutions, Forum Energy Services Ltd ("Forum") has agreed to accept the allotment and issue of 60,606,061 new Ordinary Shares (the "Forum Share Issue") at the Fundraising Price (together with the issue of 30,303,030 warrants on the same basis as applicable to the Fundraising ("Forum Warrants")) in settlement of the Company's obligation to pay certain deferred consideration of £1,000,000 to Forum in accordance with the Saltfleetby SPA as announced on 24 May 2022.

Accordingly, the Company is now convening a general meeting to table the necessary Resolutions, being:

1.  resolutions to authorise the issue of new Ordinary Shares in connection with the Conditional Subscription, Warrants, the Forum Share Issue and the Forum Warrants and to disapply statutory pre-emption rights in respect of such allotments; and

2.  to authorise the Directors to allot further Ordinary Shares and to disapply statutory pre-emption rights in respect of allotment up to a certain amount. This will give the Directors flexibility to allot further Ordinary Shares in the future should they consider it to be in the best interests of the Company to do so.

The GM will be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG on Monday 9 January 2023 at 11.00 a.m. The formal notice of the meeting is set out on page 5   of the Circular and contains the proposed resolutions to be considered and voted on at the meeting. Further details of the proposed resolutions are set out in the section entitled "Explanatory notes to the business of the GM" on page 4 .

It is anticipated, subject to the passing of the Resolutions, that admission to AIM of the Ordinary Shares to be issued under the Conditional Subscription and the Forum Share Issue will become effective on 12 January 2023. The total Warrants and Forum Warrants, subject to the passing of the Resolutions and assuming no exercise of existing options and warrants, would be 341,553,030 representing 9.96% of the issued share capital of the Company as enlarged by the Fundraising and the Forum Share Issue.

We strongly encourage you to vote on all resolutions by completing a proxy form in advance of the meeting, appointing the Chair of the meeting as your proxy, whether or not you are ultimately able to attend in person.

END

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

Enquiries:

Angus Energy Plc      www.angusenergy.co.uk

George Lucan      Tel: [phone]

Beaumont Cornish Limited (Nomad)  www.beaumontcornish.com

James Biddle / Roland Cornish    Tel: [phone]

WH Ireland Limited (Broker) 

Katy Mitchell / Harry Ansell    Tel: [phone]

Flagstaff PR/IR      [e-mail]

Tim Thompson / Fergus Mellon   Tel: [phone] 

Aleph Commodities      [e-mail]

Disclaimers - this Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor the Bookrunner nor Beaumont Cornish nor any of their respective associates, directors, officers or advisers shall be obliged to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the matters referred herein. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.

 

END

 

 

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