NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
FOR IMMEDIATE RELEASE
25 June 2026
AFENTRA PLC
Results of General Meeting - Completion of Equity Fundraising
Afentra plc ("Afentra" or the "Company") (AIM: AET), the upstream oil and gas company focused on acquiring production and development assets in Africa, announces that at the General Meeting held earlier today, the resolutions were put to shareholders by way of a poll and all of the resolutions were passed. The following votes were received by the Company from shareholders.
|
Resolution |
For |
Against |
Withheld |
|||
|
|
No. of shares |
% of votes |
No. of shares |
% of votes |
|
|
|
1. |
To allot the Conditional Placing Shares and the Retail Offer Shares in connection with the Conditional Placing and the Retail Offer |
74,738,155 |
99.79 |
153,981 |
0.21 |
8,088 |
|
2. |
To disapply pre-emption rights in connection with the allotment of the Conditional Placing Shares and the Retail Offer Shares * |
74,736,815 |
99.79 |
155,321 |
0.21 |
8,088 |
* Special resolution
Allotment of Shares
Pursuant to resolutions of the Board and following the General Meeting, 24,684,714 new Ordinary Shares have been allotted comprising 21,699,640 Conditional Placing Shares and 2,985,074 Retail Offer Shares.
Admission and Total Voting Rights
Following the General Meeting, the Company will make an application for the 21,699,640 Conditional Placing Shares and 2,985,074 Retail Offer Shares to be admitted to trading on AIM at 8.00 a.m. on 26 June 2026.
Following the admission of the Conditional Placing Shares and Retail Offer Shares, the total issued share capital of the Company will be 273,456,304 Ordinary Shares. The Company has no Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company will be 273,456,304. The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure Guidance and Transparency Rules.
The person responsible for arranging the release of this Announcement on behalf of the Company is Hamish McArdle, Company Secretary.
Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company's circular to shareholders dated 9 June 2026.
Notes:
1. Proxy appointments which gave discretion to the Chair of the General Meeting have been included in the "For" total for the appropriate resolution.
2. Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
3. A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution.
4. The percentage of votes cast excludes withheld votes.
5. The total number of ordinary shares of the Company in issue on 25 June 2026 was 248,771,590. Ordinary shareholders are entitled to one vote per share held.
6. The full text of the resolutions passed at the General can be found in the Notice of General Meeting which is available on the Company's website at https://www.afentraplc.com/investors/documents-circulars/.
For further information contact:
Afentra plc +44 (0)20 7405 4133
Paul McDade, CEO
Anastasia Deulina, CFO
Christine Wootliff, Investor Relations
Burson Buchanan (Financial PR) +44 (0)20 7466 5000
Barry Archer
George Pope
Stifel (Nominated Adviser, Bookrunner, and Joint Broker) +44 (0)20 7710 7600
Callum Stewart
Simon Mensley
Ashton Clanfield
Tennyson Securities (Joint Broker) +44 (0)20 7186 9033
Peter Krens
Further information on the Company can be found on its website at afentraplc.com
The Company's LEI is 21380028BFDFJK8BRX92
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
Participation by Directors
Certain Directors have participated in the Conditional Placing for total gross proceeds of £182,566, as set out below.
|
Director |
Holding of Ordinary Shares after First Admission |
New Ordinary Shares to be issued pursuant to the Conditional Placing |
Resultant holding of Ordinary Shares following Second Admission |
|
Thierry Tanoh |
140,148 |
136,822 |
276,970 |
|
Andrew Osborne |
326,201 |
98,799 |
425,000 |
|
Gavin Wilson |
3,389,427 |
36,865 |
3,426,292 |
The FCA notifications, made in accordance with the requirements of UK MAR, are appended below.
DEALING NOTIFICATION FORM
FOR USE BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND THEIR CLOSELY ASSOCIATED PERSONS
|
1. |
Details of the person discharging managerial responsibilities/person closely associated |
|||||||||||||
|
a) |
Name: |
1. Thierry Tanoh 2. Andrew Osborne 3. Gavin Wilson |
||||||||||||
|
2. |
Reason for the notification |
|||||||||||||
|
a) |
Position/status: |
1. Chairman 2. Non-Executive Director 3. Non-Executive Director
|
||||||||||||
|
b) |
Initial notification/Amendment: |
Initial Notification
|
||||||||||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||||||||
|
a) |
Name |
Afentra plc
|
||||||||||||
|
b) |
LEI: |
21380028BFDFJK8BRX92 |
||||||||||||
|
4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||||||||||
|
a) |
Description of the financial instrument, type of instrument:
Identification code: |
Ordinary Shares of £0.10 per share par value
GB00B4X3Q493 |
||||||||||||
|
b) |
Nature of the transaction: |
Purchase of Ordinary Shares
|
||||||||||||
|
c) |
Price(s) and volume(s):
|
|
||||||||||||
|
d) |
Aggregated information: · Aggregated volume: · Price:
|
N/a N/a
|
||||||||||||
|
e) |
Date of the transaction: |
26 June 2026
|
||||||||||||
|
f) |
Place of the transaction: |
XLON |
||||||||||||
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. The Company 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. 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 commodities 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 the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Conduct Authority ("FCA"), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.
This announcement (and the information contained herein) is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, its territories or possessions, any state of the United States or the District of Columbia (collectively, the "United States"). This announcement is for informational purposes only and is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the securities referred to herein in the United States.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the transaction or arrangements described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel or for providing advice in relation to the transaction or arrangements described in this announcement, or any other matters referred to in this announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company, Stifel, or by their affiliates or their respective agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.