Equitisation of £3m Junior Bridge Facility

Angus Energy PLC

28 September 2023

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

28 September 2023

Angus Energy Plc

("Angus Energy", the "Company" or together with its subsidiaries, the "Group")

(AIM:ANGS)

Shareholder Support through Equitisation of £3m Junior Bridge Facility with Lock up

·    The Company's 12.5% shareholder, Kemexon Ltd ("Kemexon"), has agreed to convert its £3m Junior Bridge Facility, together with interest and fees, into equity in the Company at a price of 0.66 pence per share.  Kemexon has also committed to a one year lock-up of those shares.

·    Continuing progress on global refinancing of the remaining Senior Facility (£6.3m as at 1 October 2023) and Junior Facility (£6m), expected to close by year end.

·    The maturity date of the £6m Junior Facility has been extended to  19 January 2024 according to its terms.

Conversion of £3m Junior Bridge Facility

As noted in the Company's RNS of 28 March 2023, the Company's £3 million Junior Bridge Facility (the "Facility") is due to mature on 28 September 2023. In order to bolster the balance sheet of the Company, noting particularly current cash resources, and assist with the refinancing of the senior and remaining junior facilities by reducing the Company's leverage, Kemexon has agreed to convert the Facility into equity with a 1 year lock-up, as a show of support for the management and board of the Company.

Kemexon provided the Company with the Facility on 28 March 2023 and the Board has deemed it preferable to agree to the repayment in equity now, noting the Company's position with its other lenders along with the reduced leverage and improving the overall balance sheet of the Company, this will provide. Accordingly, Kemexon will convert £3 million of principal of the Facility, together with £311,378.19 of interest and £94,441.64 of roll fees, into 516,033,308 Ordinary Shares in the Company (the "New Shares") representing an average conversion price of 0.66 pence per New Share.  Additionally, Kemexon has agreed to a lock-up of the New Shares for a period of 12 months from the date of issue.  This will bring Kemexon's shareholding to 963,795,515 Ordinary Shares representing 23.26% of the Company's total issued share capital.

Noting that Kemexon, the lender, is a Substantial Shareholder in the Company as defined under the AIM Rules, the conversion of the Facility (the "Transaction") is a Related Party Transaction under AIM Rule 13. Accordingly, the Board, none of whose members are involved in the Transaction, having consulted with the Company's nominated adviser, Beaumont Cornish Limited, consider the terms of the Transaction to be fair and reasonable insofar as shareholders are concerned. In taking this view, the Board has carefully considered the conversion price of 0.66 pence per share, representing little to no discount to the Company's current share price, together with the lock-up of the New Shares for 12 months, and considers these terms to be in the best interests of the Company and its shareholders.

Admission to trading on AIM

Application will be made to the London Stock Exchange for admission of the New Shares following the holding of a General Meeting to increase the authorities of the Directors to issue and allot the New Shares, details of which will be circulated shortly. It is expected that admission will become effective and dealings in the New Shares will commence within seven days of the holding and passing of the resolutions necessary to obtain authorities to effect the Transaction.

Following the issue of the New Shares, and subject only to approvals of the necessary resolutions at a General Meeting of the Company's shareholders, the Company will have 4,142,893,340 Ordinary Shares in issue, each share carrying the right to one vote.  The Company does not hold any Ordinary Shares in treasury.

Following Admission of the New Shares, the above figure of 4,142,893,340 Ordinary Shares 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 to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Extension of £6m Junior Bridge Facility

The Company has exercised its right to extend the maturity date of the £6m Junior Bridge Facility provided by Aleph Finance Limited, detailed in the Company's RNS of 21 July 2023, by three months to 19 January 2024.  This facility can be further extended by three month periods but on future occasions only with the consent of the Aleph Finance Limited.  This facility benefits from 300 million warrants whose exercise price is adjusted to the price of an issuance of equity during the period in which the loan is outstanding.  These warrants will now, therefore, have an exercise price of 0.66 pence following, and subject to, completion of the Transaction. 

Richard Herbert, CEO, comments: "Kemexon's conversion is a show of support for the Company and the reconstituted board, which will be focused on refinancing existing debt in order to pursue expansions at Saltfleetby in production and storage, as well as inorganic opportunities - with a focus on producing assets that would deliver asymmetric returns to shareholders".

END

For further information on the Company, please visit www.angusenergy.co.uk or contact:

Enquiries:

Angus Energy Plc                                            www.angusenergy.co.uk

Richard Herbert                                                  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]

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.

 

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