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President Energy PLC - Result of General Meeting

RNS Number : 6858Q
President Energy PLC
22 June 2020
 

 

22 June 2020

 

PRESIDENT ENERGY PLC

("President" or the "Company")

 

Result of General Meeting

 

President Energy (AIM: PPC), the upstream oil and gas company with a diverse portfolio of production and exploration assets focused primarily South America,  announces that the resolutions proposed at its General Meeting held earlier today, and as set out in the Circular sent to shareholders on 4 June 2020 ("the Circular"), were all duly passed.  Accordingly, the Subscription, the Loan Conversion, the Placing and the Retail Offer will all become unconditional on 23 June 2020 at the time that the Subscription Shares, the Conversion Shares, the Placing Shares and the Retail Offer Shares are admitted to trading on AIM.

 

The Company has also today announced its annual results for the year ended 31 December 2019.

 

Accordingly, and further to the announcement made on 3 June 2020 and following the announcement of the Company's annual results,  IYA Global Limited ("IYA"), a company beneficially owned by Peter Levine, has entered into an agreement to amend  the existing unsecured loan facility between IYA Global Limited and President ("IYA Loan Facility").  The agreement to amend the IYA Loan Facility provides for a reduction in the conversion price (in respect of the convertible part of the IYA Loan facility) from 4.65 pence per share to 1.85 pence per share and provides for an increase in the amount to be converted up to US$5,263,850.59. In addition, the maturity date of the IYA Loan Facility has been extended until 31 December 2024 with the option on the part of the Company to repay the facility in part or whole without penalty at any time prior to that date. As part of the amendment agreement, IYA has agreed to convert the full amount of the convertible part of the IYA Loan Facility into 227,000,000 new Ordinary Shares ("Conversion Shares") at 1.85 pence per share.  It is intended that the Conversion Shares will be issued to PLLG Investments Limited ("PLLG").

 

Following the conversion referred to above Peter Levine (through his investment vehicle PLLG) will hold 601,453,462 Ordinary Shares of the Company representing 29.95 per cent of the Company's enlarged share capital.

 

 

In addition, as set out in the Circular, certain Directors and other employees of the Company who intended to subscribe directly with the Company for Placing Shares in the Placing at the Placing Price have entered into subscription agreements in relation to a total of 15,136,619 Placing Shares. (the "Directors' Subscription") The participation of the relevant Directors is set out in the table below:

 

 

Director

Number of Placing Shares acquired

Resultant                       shareholding post Placing        

% of Enlarged Issued Share Capital





Rob Shepherd

8,108,108

9,170,502

0.5

Jorge Dario Bongiovanni

3,547,296

3,704,475

0.2

 

The entry into the IYA Loan Facility, the issuance of the Conversion Shares and the Directors' Subscriptions are related party transactions for the purposes of Rule 13 of the AIM Rules for Companies. Alexander Moody-Stuart, an independent director for these purposes, confirms, having consulted with the Company's Nominated Adviser, that the terms of the IYA Loan Facility, the issuance of the Conversion Shares and the Directors' Subscriptions are fair and reasonable insofar as the Company's shareholders are concerned.

                                                                                    

Application has been made for the Subscription Shares, the Conversion Shares, the Placing Shares and the Retail Offer Shares  being a total of 741,642,271 new Ordinary Shares (together "the New Shares") to be admitted to trading on AIM and dealings are expected to commence on 23 June 2020 ("Admission"). 

 

The Subscription Shares and the Loan Conversion Shares (as defined in the Circular) will be issued respectively to Trafigura and to PLLG Investments Limited ("PLLG"). Following admission of the Subscription Shares and the  Loan Conversion Shares becoming effective in accordance with Rule 6 of the AIM Rules, Trafigura and PLLG will own respectively 334,743,721 and 601,453,462 ordinary shares in the Company, representing 16.7% and 29.95 % of the Company's enlarged issued share capital.

 

The New Shares will rank pari passu with the existing shares of the Company. Following Admission, the Company's issued share capital will consist of 2,007,914,603 Ordinary Shares. Accordingly, the figure of 2,007,914,603 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.

 

Unless the context requires otherwise, capitalised terms used in this Announcement have the meaning set out in the announcement of the Company of 3 June 2020.

 

ENDS

 

 

 

President Energy PLC

Peter Levine, Chairman

Rob Shepherd, Group FD

 

+44 (0) 207 016 7950

 

finnCap (Nominated Advisor)

Christopher Raggett, Charlie Beeson

+44 (0) 207 220 0500

 

Shore Capital (Broker)

Jerry Keen, Antonio Bossi

 

+44 (0) 207 408 4090

 

Tavistock (Financial PR)

Nick Elwes, Simon Hudson

 

+44 (0) 207 920 3150

 

 

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 has operated interests in Puesto Flores, Estancia Vieja, Puesto Prado, Angostura and Las Bases, Rio Negro Province and in the Puesto Guardian Concession, in the Noroeste Basin in NW 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.

 

The Group is also 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, including the IFC, part of the World Bank Group, an in-country management team as well as a Board whose interests are aligned to those of its shareholders, 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 announcement contains inside information for the purposes of article 7 of Regulation 596/2014

 

 

 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1.

Details of the person discharging managerial responsibilities/person closely associated

a)

Name:

1.     Peter Levine

2.     Rob Shepherd

3.     Jorge Bongiovanni

4.     Dr. Martin Gee

5.     Scott Daspit

6.     Jordan Coleman

 

 

2.

Reason for the notification

a)

Position/status:

1.     PDMR - Chairman & Chief Executive

2.     PDMR - Group Finance Director

3.     PDMR - Non-Executive Director

4.     PDMR - Head of Sub-Surface

5.     PDMR - VP Operations USA

6.     PDMR - Operations Manager

 

 

b)

Initial notification/Amendment:

Initial notification

 

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name:

President Energy Plc

 

b)

LEI:

213800MA2ZN22I4ITA79

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 1 penny per share

 

ISIN: GB00B3DDP128

b)

Nature of the transaction:

Purchase of Ordinary Shares

 

c)

Price(s) and volume(s):

Price(s)

Volume(s)

1.     Peter Levine

227,000,000

2.     Rob Shepherd

8,108,108

3.     Jorge Bongiovanni

3,547,296

4.     Dr. Martin Gee

2,149,338

5.     Scott Daspit

646,865

6.     Jordan Coleman

323,432

All at 1.85 pence per share

 

d)

Aggregated information:

Aggregated volume:

Price:

as in 4 c) above

 

e)

Date of the transaction:

 23 June 2020

f)

Place of the transaction:

AIM, London Stock Exchange (XLON)

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
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Quick facts: President Energy PLC

Price: 1.525

Market: AIM
Market Cap: £30.73 m
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