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President Energy PLC - Result of Open Offer and Loan Conversion

RNS Number : 9999W
President Energy PLC
20 November 2017

20 November 2017


("President", "the Company" or "President Energy")


Result of General Meeting


Result of Open Offer and Loan Conversion


(Capitalised terms not otherwise defined in this announcement shall have the same meaning ascribed to such terms in the circular sent to shareholder on 31 October 2017 unless the context requires otherwise)


President Energy (AIM: PPC), the upstream oil and gas company with a diverse portfolio of production and exploration assets focused primarily in Argentina, announces that all of the Resolutions proposed at its General Meeting held earlier today, as set out in the formal Notice of General Meeting dated 31 October 2017, were duly passed.


Open Offer

The Open Offer to Qualifying Shareholders, details of which were set out in the circular sent to Shareholders on 31 October 2017, closed for acceptances at 11.00 a.m. on 17 November 2017 and, further to the passing of the Resolutions earlier today, the Company is pleased to announce that valid acceptances were received in respect of, in aggregate, 33,242,163 Open Offer Shares at a price of 10 pence per Open Offer Share, representing approximately 74.93 per cent. of the maximum Open Offer Shares available. Accordingly, the Open Offer has raised total gross proceeds of £3,324,216.30 (approximately US$4.4 million).


As announced on 20 October 2017, PLLG did not participate in the Open Offer as it did not want to incur an obligation to make a mandatory bid for the Company. PLLG's Open Offer Entitlement was 13,234,980 Open Offer Shares representing approximately 29.8 per cent. of the Open Offer Shares. Taking this into account, the valid acceptances received for Open Offer Shares from Qualifying Shareholders represents an oversubscription of the basic Open Offer Entitlements available for application. Qualifying Shareholders that have made valid applications will be allocated all of the Open Offer Shares that they applied for under both their basic entitlements and any excess entitlements. 


Loan Conversion

Following the completion of the Placing (as announced on 20 October 2017) and the Open Offer, IYA, a member of the PLLG Group, which is beneficially owned by the Company's Executive Chairman and its largest shareholder, Peter Levine, will capitalise £1,680,000 of the Existing Loan Facility through the issue of 16,800,000 Loan Conversion Shares to IYA at 10 pence per Loan Conversion Share.  


Following Admission Peter Levine will be beneficially interested in 321,204,547 Ordinary Shares representing approximately 29.9% of the Company's enlarged issued share capital. The Loan Conversion will enhance the solid financial position of the company by increasing the equity base and retiring the maximum amount of shareholder debt possible without triggering a mandatory offer for the company.


Related Party Transaction

The Loan Conversion constitutes a related party transaction under AIM Rule 13 by virtue of the fact that IYA is beneficially owned by Peter Levine who is a Director and Substantial Shareholder of the Company (the "Loan Conversion Related Party Transaction").


For the purposes of the Loan Conversion Related Party Transaction, Miles Biggins, Rob Shepherd and Jorge Dario Bongiovanni are considered to be independent directors for the purposed of AIM Rule 13 and, having consulted with the Company's nominated adviser, consider that the terms of the Loan Conversion to be fair and reasonable insofar as the Company's shareholders are concerned.  


Issue of Shares to a service provider

The Company has agreed to issue 1,642,036 Ordinary Shares ("Service Provider Shares") to a service provider following a request from that service provider which the Company was happy to accommodate as in President's view this contributes to future alignment of interests. The Service Provider Shares will be issued at a price of 10p per Ordinary Share.


Admission and Total Voting Rights

Application has been made for 51,684,199 New Ordinary Shares (being the Open Offer Shares, the Loan Conversion Shares and the Service Provider Shares) to be admitted to trading on AIM ("Admission") and dealings are expected to commence at 8.00 a.m. on 22 November 2017. The New Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares.


Following Admission the Company will have 1,071,938,326 Ordinary Shares in issue. Accordingly, the figure of 1,071,938,326 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 FCA's Disclosure Guidance and Transparency Rules.


Peter Levine, Chief Executive Officer and Executive Chairman of President, commented:

"Today's completion of the Open Offer and Loan Conversion ensures the Company is in a solid financial position to pursue the Company's growth strategy and following our recently announced increased firm workover programme at Puesto Flores field, Argentina, we are making very good progress to ensure stable profits and positive free cash flow."


The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014 ("MAR").


For further information please contact:       


President Energy Plc

Peter Levine, Chairman, Chief Executive

+44 (0) 207 016 7950

finnCap (Nominated Advisor & Joint Broker)

+44 (0) 20 7220 0500

Christopher Raggett, Scott Mathieson - corporate finance

Emily Morris - corporate broking

BMO Capital Markets (Joint Broker)

+44 (0) 207 236 1010

Jeremy Low, Neil Haycock, Tom Rider

Camarco Financial PR

+44 (0) 203 757 4980

Billy Clegg, Georgia Edmonds, Mercedes Valenzuela-Goldman


Notes to Editors


President Energy is an oil and gas company listed on the AIM market of the London Stock Exchange (PPC.L) primarily focused in Argentina, with a diverse portfolio of operated onshore producing and exploration assets. The Company currently has independently assessed 1P reserves in excess of 16 MMboe and 2P reserves of more than 25 MMboe.


The Company has operated interests in the Puesto Flores and Estancia Vieja Concession, Rio Negro Province, in the Neuquén Basin of Argentina and in the Puesto Guardian Concession, in the Noroeste Basin in NW Argentina. The Company is focused on growing production in the near term in Argentina. Alongside this, President Energy has cash generative production assets in Louisiana, USA and further significant exploration and development opportunities through its acreage in Paraguay and Argentina.


President Energy's second largest shareholder is the IFC, part of the World Bank Group and is actively pursuing value accretive acquisitions of high quality production and development assets in Argentina capable of delivering positive cash flows and shareholder returns. With a strong institutional base of support and an in-country management team, President Energy gives UK investors rare access to the Argentinian growth story combined with world class standards of corporate governance, environmental and social responsibility.



This information is provided by RNS
The company news service from the London Stock Exchange

Quick facts: President Energy PLC

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