Holding in Company and Completion of Acquisition

RNS Number : 5731N

Angus Energy PLC

01 June 2022

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

1 June 2022

Angus Energy Plc

("Angus Energy" or the "Company")

Holding in Company and

Completion of Acquisition of Saltfleetby Energy Limited

Further to RNS of 24 May, Forum Energy Services Limited ("Forum") was granted 91 million Initial Consideration Shares representing approximately 4% of the Company's fully enlarged share capital resulting from the series of transactions undertaken to acquire Saltfleetby Energy Limited.  These shares were specifically not subject to any lock-up provisions and were disposed of by Forum as part of a vendor acquisition placing arranged by the Company's brokers as recorded in this TR-1, reproduced without amendment below.

The Company notes that all other shares issued or to be issued (subject to shareholder approval at General Meeting on 13 June) are either subject to lock-up provisions detailed in that RNS or are, the Company understands, intended to form part of a 21% strategic stake taken by an investor group led by Aleph International Holdings (UK) Limited ("Aleph"). 

The Company also confirms that following admission of the Forum consideration shares on 27 May 2022 the acquisition of SEL completed, thereby giving Angus a 100% interest in the Saltfleetby Licence.

George Lucan, CEO, comments :  "We are pleased to have completed the acquisition of Saltfleetby Energy Limited.  It is the Board's view that the acquisition and associated share issuance, taken in totality, will be highly accretive for Angus shareholders this year and in the years following. 

The acquisition of Saltfleetby Energy Limited approximately doubles the value of Angus' interest in the Saltfleetby Licence to approximately £50 million on the basis that the Competent Persons Report of October 2021 ascribed a conservative £25.4 million P90 valuation to Angus' 51% interest in October after all associated debt funding was taken into account. 

Allowing for shareholder approval of the issue of all shares contemplated by these transactions, but before warrant exercise, this £50 million would represent a value per share for that licence interest alone of 1.95 pence - without any value given to Angus' other assets.  Even should the Company's convertible loan noteholder elect to convert the Company's Loan Note later this year (see RNS 20 October 2021), that value per fully diluted share would still be 1.85 pence. 

As noted in our RNS of 24 May 2022, the October 2021 Competent Persons Report used an average price per therm for gas of under 70 pence over the  entire life of the field whilst the Heren NBP forward price for gas is presently trading at a level which is over double that number out to 2025.  In that regard we should note that over 70% of overall field revenues are unhedged and the manifest benefits of this acquisition should be reviewed accordingly."

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]

About Angus Energy plc

Angus Energy plc is a UK AIM quoted independent onshore Energy Transition company with a complementary portfolio of clean gas development assets, onshore geothermal projects, and legacy oil producing fields. Angus is focused on becoming a leading onshore UK diversified clean energy and energy infrastructure company.  Angus Energy has a 100% interest in the Saltfleetby Gas Field (PEDL005), has an 80% interest in conventional oil production fields at Brockham (PL 235) and Lidsey (PL 241) and has a 25% interest in the Balcombe Licence (PEDL244).  Angus operates all the fields in which it has a licence interest.

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.

TR-1: S tandard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :			Angus Energy PLC
1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify)iii:
3. Details of person subject to the notification obligation iv
Name			Forum Energy Services Limited
City and country of registered office (if applicable)			London, England
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi :			31/05/2022
6. Date on which issuer notified (DD/MM/YYYY):			31/05/2022
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights of issuer vii
Resulting situation on the date on which threshold was crossed or reached	23,91%	N/A		23.91%	546,000,000
Position of previous notification (if applicable)	27.89%	N/A		27.89%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)		Number of voting rights ix					% of voting rights
		Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)			Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
GB00BYWKC989		546,000,000		0			23.91%		0%
SUBTOTAL 8. A		546,000,000					23.91%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument		Expiration date x	Exercise/ Conversion Period xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
			SUBTOTAL 8. B 1			N/A
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument	Expiration date x		Exercise/ Conversion Period xi		Physical or cash settlement xii			Number of voting rights	% of voting rights
					SUBTOTAL 8.B.2			N/A

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii				X
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity xiv (please add additional rows as necessary)
Name xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information xvi

Place of completion	London England
Date of completion	31/05/2022

Annex: Notification of major holdings (to be filed with the FCA only)
A: Identity of the person subject to the notification obligation
Full name (including legal form for legal entities)		Forum Energy Services Limited
Contact address (registered office for legal entities)		3 Linkfield Road, Isleworth, Middlesex, TW7 6QG, United Kingdom
E-Mail		[e-mail]
Phone number / Fax number		07584 420498
Other useful information (at least legal representative for legal persons)
B: Identity of the notifier, if applicable
Full name		Paul Forrest
Contact address		3 Linkfield Road, Isleworth, Middlesex, TW7 6QG, United Kingdom
E-Mail		[e-mail]
Phone number / Fax number		07584 420498
Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation)		Director
C: Additional information

Please send the completed form together with this annex to the FCA at the following email

address: [e-mail] . Please send in Microsoft Word format if possible.

Notes

ⁱ Please note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information regarding capital holdings.

ⁱⁱ Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity). Indicate in the relevant section whether the issuer is a non UK issuer.

ⁱⁱⁱ Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.

^iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h)/ Article 10 (b) to (h) of Directive 2004/109/EC; (c) all parties to the agreement referred to in Article 10 (a) of Directive 2004/109/EC (DTR5.2.1 (a)) or (d) the holder of financial instruments referred to in Article 13(1) of Directive 2004/109/EC (DTR5.3.1).

As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.

In relation to the transactions referred to in points (b) to (h) of Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the following list is provided as indication of the persons who should be mentioned:

- in the circumstances foreseen in letter (b) of Article 10 of that Directive (DTR5.2.1 (b)), the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;

- in the circumstances foreseen in letter (c) of Article 10 of that Directive (DTR5.2.1 (c)), the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;

- in the circumstances foreseen in letter (d) of Article 10 of that Directive (DTR5.2.1 (d)), the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;

- in the circumstances foreseen in letter (e) of Article 10 of that Directive (DTR5.2.1 (e)), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 9 (DTR 5.1), under letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under a combination of any of those situations, the controlled undertaking;

- in the circumstances foreseen in letter (f) of Article 10 of that Directive (DTR5.2.1 (f)), the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;

- in the circumstances foreseen in letter (g) of Article 10 of that Directive (DTR5.2.1 (g)), the natural person or legal entity that controls the voting rights;

- in the circumstances foreseen in letter (h) of Article 10 of that Directive (DTR5.2.1 (h)), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).

^v Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10 of that Directive (DTR5.2) unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).

^vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.

^vii The total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.

^viii If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with national law to disclose the extent of the holding, only that the new holding is below that threshold.

^ix In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting rights number and percentage into the direct and indirect columns - if there is no combined holdings, please leave the relevant box blank.

^x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.

^xi If the financial instrument has such a period - please specify this period - for example once every 3 months starting from [date].

^xii In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (Article 13(1a) of Directive 2004/109/EC) (DTR 5.3.3.A).

^xiii If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.

^xiv The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only thus the markets get always the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.).

^xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves.

^xvi Example: Correction of a previous notification.

 

END

 

 

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