Board Changes and Subscription

RNS Number : 8289B

Andalas Energy And Power PLC

04 February 2020

 

For immediate release

4 February 2020

Andalas Energy and Power Plc

('Andalas' or the 'Company')

Board Changes and Subscription

Total Voting Rights

Andalas Energy and Power plc (AIM:ADL) is pleased to announce board changes and a placing as set out below.

Highlights

·    Mr Leslie Peterkin appointed Chief Executive Officer and director;

·    Mr Mark Rollins appointed non-Executive Chairman and director;

·    Mr Anthony John Battrick appointed Technical Manager;

·    £525,000 raised by a subscription of 349,999,998 new shares (the "Subscription") at 0.15 pence per subscription share (the "Subscription Price") representing approximately 22% of the Enlarged Issued Share Capital;

·    Issue price represents a 20% premium to the last closing mid market price on AIM of 0.125p;

·    Mr Peterkin has subscribed for 133,333,333 new shares, Mr Rollins has subscribed for 133,333,333 new shares, and Mr Battrick for 66,666,666 new shares in the Subscription;

·    Dr Robert Arnott and Mr Simon Gorringe step down from their roles as Chairman and CEO respectively with immediate effect; and

·    Proposed name change to Advance Energy plc, subject to shareholder approval.

Mark Rollins, Chairman, said "Leslie and I are delighted to join the Board of Andalas and concurrently we, along with John Battrick, have invested £500,000 as part of the Subscription, to demonstrate our commitment to the Company. We have been attracted to Andalas not only for its existing assets, but importantly by the platform for growth that the Company provides. As a first order of business we will be conducting a review of the Company's strategy to ensure we can realise this growth potential as soon as possible by introducing new opportunities to the Board and widening the existing asset base."

"On behalf of the Company, I would like to thank Rob and Simon for their years of service to the Company and wish them well in their future endeavours."

Board and Management Changes

Mark Rollins

Mark was until recently Chairman and CEO of Ukrnafta, the publicly-listed company responsible for a significant proportion of oil production in Ukraine, with over 20,000 employees. Between 2008 and 2015, he was a senior executive at BG Group plc, the former international E&P company; his final positions being Senior Vice President within the COO's office and managing BG's interests in Kazakhstan. His other experiences have included senior leadership positions across international E&P, midstream and downstream oil and gas, and deregulated utility sectors. Beginning his career as a Petroleum Engineer with Shell International, Mark holds a doctorate in Engineering Science from Oxford University, as well as a Masters in Mathematics from Cambridge University.

Leslie Peterkin

Leslie has served the E&P sector during the past two decades as a senior Interim Manager and Advisor, initially in Australasia and more recently, based in Geneva, covering Europe, MENA, Central Asia and Africa. Key roles were as Woodside's Director Browse LNG Development and MOL's SVP Operations & Development. He entered the sector joining Shell International's Petroleum Engineering stream in the early '80s with a variety of international postings. A decade with international IOCs followed and exposed him to both General Management and M&A, of which the latter has formed an important aspect of his ongoing E&P activities. Leslie's career has been defined by the ability to transform development assets and their values. He studied Physics at St. Andrews University, where a 1^st Class Honours was followed by a PhD in mathematics.

Anthony John Battrick

John is a geoscientist and has worked in the E&P sector for five decades for a number of international oil companies. Although he has held several senior managerial positions in SE Asia, Africa, UK and USA ranging from Country Manager to Regional Exploration Manager to Chief Geologist, he has preferred hands on interpretation, spending the last twenty years consulting in South East Asia in new ventures and business building roles. In recent years he has been responsible for significant wealth creation for a number of clients identifying both exploration and development opportunities. He has a Master's degree from Imperial College, London.

Mr Simon Gorringe and Dr Robert Arnott will step down from their roles as CEO and Chairman with immediate effect.

Options

In conjunction with the above management changes, the Company has awarded a total of 137.5 million options over ordinary shares in the Company ("Options") to its Executive Directors and certain Senior Management, as set out below. Such Options will represent 8.8% of the Company's issued share capital following the Subscription.

The Options are all exercisable at 0.30 pence per share, representing a premium of 100% over the Subscription Price, and vest, over a two-year period as set out below:

·    Tranche 1 vests immediately;

·    Tranche 2 vests on 1 February 2021.

Beneficiary	Tranche 1	Tranche 2	Exercise price	Expiry
Leslie Peterkin	25,000,000	25,000,000	0.30	1 February 2025
Mark Rollins	25,000,000	25,000,000	0.30	1 February 2025
John Battrick	12,500,000	12,500,000	0.30	1 February 2025
Ross Warner	6,250,000	6,250,000	0.30	1 February 2025
Total	68,750,000	68,750,000

Vesting of the options is subject to the option holder providing continuous service during the vesting period and there are no other performance conditions attached to the options.

The Company and each of Simon Gorringe and Ross Warner have agreed to cancel the option agreements referred to in the announcement of 2 October 2018, amounting to 22,000,000 options over Ordinary Shares and to release claims for unpaid salaries totalling US$446,000.

Subscription Details

The Company has raised £525,000 before expenses by a conditional subscription of 349,999,998 new shares at a price of 0.15 pence per Ordinary share (the "Subscription Shares").  The net proceeds of the Subscription will be used to review new opportunities in accordance with its stated strategy of broadening its asset base and for general working capital. Mark Rollins, Leslie Peterkin and John Battrick have entered into a 12 month Lock-in in respect of their Subscription Shares.

The Subscription is conditional on the Subscription Shares, which will be issued credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, being admitted to trading on AIM (the "Admission").  Application is being made for the Placing Shares to be admitted to trading and AIM and Admission is expected to occur on or around 10 February 2020.

Mark Rollins' has subscribed through Noiva International SA, a company wholly owned by him and Leslie Peterkin has subscribed through Jaybelle Pty Ltd as trustee of the Drome Family Discretionary Trust of which Leslie Peterkin is a beneficiary. Following the issue of the Subscription Shares, Mark Rollins is beneficially interested in 133,333,333 Ordinary Shares representing 8.5% of the Enlarged Issued Share Capital and Leslie Peterkin is beneficially interested in 133,333,333 Ordinary Shares representing 8.5% of the Enlarged Issued Share Capital; John Battrick will hold 66,666,666 Ordinary Shares representing 4.3%

Total voting rights

Immediately following Admission, the Company will have 1,560,636,965 Ordinary Shares in issue (the "Enlarged Issued Share Capital"). Accordingly, the total number of Ordinary Shares in the Company with voting rights will be 1,560,636,965 . This figure may be used by Shareholders in the Company as denominator for the calculations by which they may determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Regulatory Information

Further information on Mr Leslie Peterkin as required to be disclosed in accordance with Schedule 2 (g) of the AIM Rules for Companies:

Leslie Stewart Peterkin, aged 66, is or has been a director of the following companies or partnerships in the past five years: 

Current directorships/partnerships	Past directorships/partnerships (within the last 5 years)
Petroleum Insights Sarl	-
Jaybelle Pty Ltd

Further information on Mr Mark Rollins as required to be disclosed in accordance with Schedule 2 (g) of the AIM Rules for Companies:

Mark Andrew Rollins, aged 55, is or has been a director of the following companies or partnerships in the past five years: 

Current directorships/partnerships	Past directorships/partnerships (within the last 5 years)
Alpina Limited	-

Mark and Leslie have both agreed to take 66 2/3% of their salary for the first 12 months of employment in Ordinary Shares, issued quarterly, at the closing mid-market price on the day preceding their issue.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR).  Upon the publication of this announcement via a Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

Market soundings, as defined in MAR, were taken in respect of the conditional placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

For further information, please contact:

Mark Rollins	Andalas Energy and Power Plc c/o FIM Capital Limited	Tel: [phone]
Graham Smith	FIM Capital Limited	Tel: [phone]
Roland Cornish/ James Biddle	Beaumont Cornish Limited (Nominated Adviser)	Tel: [phone]
Colin Rowbury	Novum Securities Limited (Joint Broker)	Tel: [phone]
Christian Dennis	Optiva Securities Limited (Joint Broker)	Tel: [phone]

1	Details  of  the  person  discharging  managerial  responsibilities  /  person  closely associated
a)	Name	Mark Rollins
2	Reason for notification
a)	Position / status	Chairman
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Andalas Energy and Power Plc
b)	LEI	213800TZWOYU7UFZ5V63
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 nil par value each in Andalas Energy and Power Plc ("Andalas Shares") ISIN IM00BZ7PNY71
	Nature of the transaction	Mark Rollins, Director, has bought, 133,333,333 Ordinary Shares of no par value each in Andalas ("Andalas Shares") at a price of 0.15 pence (£200,000) via Noiva International SA, a company wholly owned by Mark Rollins. Mark Rollins has also been issued with Options
c)	Price(s) and volumes(s)	Price(s) Volumes(s) Subscription for Ordinary Shares at 0.15 pence each 133,333,333 Options over Ordinary Shares 50,000,000
d)	Aggregated information	n/a
e)	Date of the transaction	3 February 2020
f)	Place of the transaction	LSE, AIM (XLON)

1	Details  of  the  person  discharging  managerial  responsibilities  /  person  closely associated
a)	Name	Leslie Peterkin
2	Reason for notification
a)	Position / status	CEO
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Andalas Energy and Power Plc
b)	LEI	213800TZWOYU7UFZ5V63
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 nil par value each in Andalas Energy and Power Plc ("Andalas Shares") ISIN IM00BZ7PNY71
	Nature of the transaction	Leslie Peterkin, Director, has bought, 133,333,333 Ordinary Shares of no par value each in Andalas ("Andalas Shares") at a price of 0.15 pence (£200,000) through Jaybelle Pty Ltd as trustee of the Drome Family Discretionary Trust of which Leslie Peterkin is a beneficiary. Leslie Peterkin has also been issued with Options
c)	Price(s) and volumes(s)	Price(s) Volumes(s) Subscription for Ordinary Shares at 0.15 pence each 133,333,333 Options over Ordinary Shares 50,000,000
d)	Aggregated information	n/a
e)	Date of the transaction	3 February 2020
f)	Place of the transaction	LSE, AIM (XLON)

Ends.

 

END

 

 

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