Board Changes/Investment/Open Offer & Name Change

RNS Number : 5455Y

Independent Resources PLC

06 March 2017

 

6 March 2017

Independent Resources plc

("Independent Resources" or the "Company")

Board Changes, Institutional Investment, Intended Open Offer and Name Change

Independent Resources, the upstream oil & gas company, is pleased to announce, with immediate effect, the re-shaping of the Board, the introduction of a cornerstone institutional investor and the intention to launch an open offer and change the Company's name.

Board Changes:

With effect from Admission, James Parsons, aged 44, has agreed to join the Company as Non Executive Chairman.

Marco Fumagalli, aged 46, consistent with Continental Investment Partners' philosophy of a long term perspective and active involvement in their investee companies, will join the Board as a Non Executive Director subject only to completion of the Company's NOMAD due diligence for non UK resident Directors. Marco Fumagalli is a Founding Partner of, and a 25% shareholder in Continental Investment Partners (an affiliate of Greenberry, the new cornerstone investor).

Stephen James Whyte, aged 51, has also agreed to join the Company as a Non Executive Director with effect from Admission. 

James Parsons, Marco Fumagalli and Stephen Whyte are all currently Directors of Sound Energy plc and will, together with Greg Coleman, Chief Executive Officer, form the new Board of Independent Resources. 

Owain Franks has decided to leave the Board and Company with immediate effect. Grayson Nash remains an Independent Non Executive Director on an interim basis.

The Company has agreed to continue the complete closure of its Italian operations to avoid any conflict with Sound Energy plc.

Institutional Investment:

Greenberry plc ("Greenberry"), a Maltese based institutional investor, an associate of Continental Investment Partners ("Continental"), with a strong growth track record in small caps, have today subscribed for 1,002,971,638 new ordinary shares ("Subscription Shares") at a price of 0.065 pence per share (which is equal to the closing share price on 3 March 2017) to raise gross proceeds of approximately £650,000.  As part of these arrangements, the Company has agreed to pay Continental Investment Partners (an affiliate of Greenberry) a commission equal to 10 per cent of the aggregate value of the Subscription Shares.  As a result of this subscription Greenberry will therefore be directly interested in 1,002,971,638 shares of the Company representing 29.9% of the Company's ordinary issued share capital. It is expected that admission of the Subscription Shares to trading on AIM will occur on 9 March 2017 ("Admission").

Greenberry have also today entered into a loan agreement with the Company in relation to the provision of a £1 million three year secured loan to the Company ("Loan").  The Loan has a 12% annual coupon and a 5% commitment fee and Greenberry is to be granted 1,538,461,538 warrants, with 113,078,411 warrants granted at the time of Admission and 1,425,383,127 warrants following approval from the Company's shareholders following its general meeting expected to be held at the end of March 2017. The warrants will have an exercise price of 0.12 pence per share which are exercisable at any time up to 9 March 2022.

Greenberry and Brandon Hill Capital Limited (the current largest shareholder in the Company) have agreed to a six month lock in on their respective shareholdings in the Company.

Name Change:

The Company also proposes to change its registered name to Echo Energy plc. 

The Company is pleased to advise shareholders that a new website will be launched following the proposed name change and that in the meantime investors can follow the company through its twitter account @echoenergyplc.

Open Offer:

The Company also announces that it is intended that existing shareholders will shortly be offered the chance to participate in an open offer of new shares in the Company which it is intended will raise approximately £1.5 million.  The open offer shares will be priced at 0.065 pence per new share which is the same price as the institutional investment, thereby enabling shareholders to subscribe at an identical price to the cornerstone investor.  

The Company looks forward to updating shareholders in this regard in due course.

Option and Warrant awards:

As part of the Board re-structuring, James Parsons and Greg Coleman each have been awarded options over 600 million new ordinary shares exercisable at 0.065 pence per share.  The options vest after 3 years and expire after 5 years.  In addition such options can only be exercised if the closing mid-market price of an ordinary share on the day prior to exercise exceeds 0.12 pence per ordinary share.  Stephen Whyte and subject to appointment, Marco Fumagalli, have been granted 100 million options each on identical terms. Grayson Nash has been granted 75 million warrants on the same terms as the above mentioned options.

The Company has also issued (on the same terms as above) options for 160 million ordinary shares  to certain employees and warrants over 60 million ordinary shares to certain partners.

Related Party Transaction

Greg Coleman and Grayson Nash are regarded as related parties as defined by the AIM Rules for Companies due to being a directors in the Company. The issuance of options and warrants as described above are therefore a related party transaction for purposes of the AIM Rules. The independent director, being, for this purpose, Owain Franks, having consulted with ZAI Corporate Finance Limited, the Company's Nominated Adviser, believes that the terms of this related party transaction are fair and reasonable insofar as the shareholders of the Company are concerned.

Total Voting Rights

Following Admission, the total issued share capital of the Company will consist of 3,354,420,195 ordinary shares each with voting rights. The Company does not hold any ordinary shares in treasury. Therefore, the total number of voting rights in the Company is 3,354,420,195 and this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Relationship Agreement 

Reflecting the material shareholdings and the additional provision of the loan described above, the Company has entered into a relationship agreement with Greenberry, James Parsons and ZAI Corporate Finance, as Nominated Adviser, which regulates the continuing relationship between Greenberry, James Parsons and the Company so as to ensure that the Company will at all times be capable of carrying on its business independently. 

James Parsons, Chairman, commented:

"We see the current environment as one of genuine opportunity for growth focused exploration and production companies.  The changes announced today establish the initial platform from which the company will grow very significantly, in terms of hydrocarbon, human and financial resources. 

We will shortly publicly unveil our new strategy, alongside our first growth transaction. 

In the meantime, as part of our ethos of fair treatment to private investors, we would like to invite investors to join us, through the forthcoming open offer, on the same valuation as our cornerstone investor.   This is a unique opportunity to gain access to a high growth vehicle, led and backed by an experienced and successful team, at the ground floor.

I am looking forward to working with Continental, the Company's new cornerstone investor and Greg, our Chief Executive, to quickly establish the Company as a successful mid cap player.

I would also like to take this opportunity to thank Owain Franks and Grayson Nash for their stewardship of the Company over so many years."

James Parsons:

Current Directorships

SOUND OIL LIMITED

SOUND ENERGY MERIDJA LIMITED

SOUND ENERGY MOROCCO SOUTH LIMITED

SOUND ENERGY MOROCCO EAST LIMITED

SOUND ENERGY HOLDINGS ITALY LIMITED

SOUND ENERGY PLC

APENNINE ENERGY SPA

Previous Directorships:

NA

Marco Fumagalli

Current Directorships

SOUND ENERGY PLC

PROTEA CAPITAL SA

MINISTERIUM CAPITAL SA

CIP MANAGEMENT SA

SHERWOOD HOLDINGS LIMITED

CORIN GROUP PLC

CORIN ITALIA SRL

CORIN ORTHOPAEDICS HOLDINGS LIMITED

ECOMMERCE OUTSOURCING SRL (ITALY)

P101 HOLDING SPA

P101 SGR SPA

Previous Directorships

CONTINENTAL INVESTMENT PARTNERS SA

Stephen Whyte

Current Directorships

MCKECHNIE OIL LIMITED

PETUROS OIL & GAS LIMITED

SOUND ENERGY PLC

Previous Directorships

BG NORGE A.S.

PETROGAL S.A.

GALP EXPLORACAO E PRODUCAO (TIMOR-LESTE), S.A.

GDP - GAS DE PORTUGAL SGPS, S.A.

GALP GAS NATURAL DISTRIBUICAO, DGPS, S.A.

GALP POWER, SGPS, S.A.

GALP ENERGIA, S.A.

GALP ENERGIA ESPANA, S.A.U.

PETROGAL BRASIL, S.A.

GALP ENERGIA E&P, B.V.

GALP SINOPEC BRAZIL SERVICES, B.V.

PETROGAL BRASIL, B.V.

GALP E&P BRASIL B.V.

GALP ENERGIA PORTUGAL HOLDINGS B.V.

GALP EXPLORACAO E PRODUCAO PETROLIFERA, SGPS, S.A.

GALP EXPLORACAO SERVICOS DO BRASIL, LDA.

GALP ENERGIA OVERSEAS, B.V.

GALP ENERGIA ROVUMA, B.V.

WINDHOEK PEL 23, B.V.

WINDHOEK PEL 24, B.V.

WINDHOEK PEL 28, B.V.

GALP ENERGIA TARFAYA, B.V.

GALP EAST AFRICA B.V.

3G HOLDINGS LTD

3G COMPANY, S.A.

GALP ENERGIA BRASIL, S.A.

There is nothing more to disclose in accordance with Schedule 2(g) and Rule 17 of the AIM Rules.

For further information please contact:

Independent Resources / Echo Energy James Parsons, Chairman Greg Coleman, Chief Executive Officer          [e-mail]

[e-mail]

ZAI Corporate Finance Limited - Nominated Adviser                                      [phone]

John Treacy / Jamie Spotswood

Brandon Hill Capital Limited - Broker                                                           [phone]

Jonathan Evans / Oliver Stansfield

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

 

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