Update re Clarification of Share Authorities

RNS Number : 0774M

Prospex Energy PLC

17 September 2021

 

Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and Gas

17 September 2021

Prospex Energy PLC

Update re Clarification of Share Authorities

Prospex Energy PLC ('Prospex' or the 'Company'), the AIM quoted investment company (AIM:PXEN) focused on European gas and power projects, confirms that, further to its 8 September 2021 RNS, it has now received advice from independent legal counsel on relevant share authorities relating to certain prior issues of Ordinary Shares in the Company.

Counsel's opinion is that the Share Authorities granted in July 2018 relating to the issue of the 2018 loan notes and warrants (as announced on 12 October 2018) (the "2018 Notes") did not roll-over into the convertible loan note agreements issued in December 2020 (the "2020 Notes") for those holders of the 2018 Notes that agreed to subscribe for 2020 Notes.  As a consequence, the Company and its then Directors (two of whom presently serve on the Board), albeit acting in good faith, nevertheless acted in error and did not have sufficient available share authorities to issue all of the 50,000,000 new Ordinary Shares issued in the March 2021 placing.  It is calculated that 8,766,473 Ordinary Shares were issued as part of this March 2021 placing in excess of the share authorities available at that time.  The relevant Directors apologise to shareholders and corporate procedures have been updated to ensure there is no repetition of this error. The Board can confirm that it has been advised that there is no sanction against the Company as a result of this error.

The Company confirms again that it has been advised that this matter does not affect the rights (voting, or otherwise) of any Ordinary Shares issued as part of the March 2021 placing or the validity of the rights of any outstanding warrant or option holder.  In particular, shareholders should be reassured that the 50,000,000 Ordinary Shares issued as part of the March 2021 placing are not invalidated by this oversight.

The Company has previously confirmed that the convertible loan notes and warrants issued in December 2020 as announced in the Company's RNS dated 24 December 2020, were issued correctly using available headroom pursuant to the share authorities granted at the AGM on 30 June 2020.

Total Voting Rights

Despite this oversight, the Company confirms that there are currently 163,887,757 Ordinary Shares in issue.  Deducting the 7,361 held in Treasury means that a figure of 163,880,396 Ordinary Shares 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 and Transparency Rules.

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This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For further information visit www.prospex.energy or contact the following:

Mark Routh	Prospex Energy PLC	Tel: [phone]
Rory Murphy Ritchie Balmer	Strand Hanson Limited	Tel: [phone]
Colin Rowbury Jon Belliss	Novum Securities Limited	Tel: [phone]
Duncan Vasey	Peterhouse Capital Limited	Tel: [phone]
Susie Geliher Catherine Leftley	St Brides Partners Ltd	Tel: [phone]

 

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