Notice of General Meeting

Angus Energy PLC

12 October 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.

12 October 2023

Angus Energy Plc

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

(AIM:ANGS)

Notice of General Meeting ("GM")

The Company announces that is has today posted a Circular to Shareholders convening a General Meeting ("GM") to be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG on Monday 30 October 2023 at 11.00 a.m (the "Circular"). A copy of the Circular is also available from the Company's website, www.angusenergy.co.uk.

Extracts from the Circular are set out below including the background:

General Meeting

On 28 September 2023, the Company announced that Kemexon Ltd has agreed to convert its £3 million Junior Bridge Facility (Kemexon Facility), together with £311,378.19 of interest and £94,441.64 of fees, into equity in the Company at a price of 0.66 pence per share, which would result in the issue of 516,033,308 new Ordinary Shares in the Company (Kemexon Conversion Shares). As explained in that announcement, the Company is required to increase its Directors' authorities to enable it to issue and allot the Kemexon Conversion Shares. Application will be made to the London Stock Exchange for admission of the Kemexon Conversion Shares following the holding of the general meeting to increase the Directors' authorities, and it is expected that admission will become effective and dealings in the Kemexon Conversion Shares on AIM will commence within seven days of the holding and passing of the necessary resolutions.

In addition, the Company is required to increase its Directors' authorities to enable it to allot new Ordinary Shares in connection with the following:

1.    the grant to Aleph Finance Limited of warrants to subscribe for up to 300,000,000 new Ordinary Shares (Aleph Warrant Shares) as part of the £6m Junior Bridge Facility arrangements, as announced on 21 July 2023 (Aleph Facility); and

2.    in accordance with the terms of the Aleph Facility, the allotment of shares in connection with any future agreement between the Company and Aleph regarding the repayment of the Aleph Facility in equity on maturity in lieu of cash, in either case up to a maximum of 1,500,000,000 new Ordinary Shares (Aleph Facility Shares).

In respect of point 2 above, it is a requirement of the Aleph Facility that the Company seek Shareholder approval for the necessary authority to issue such number of Ordinary Shares to be issued regarding mutual agreement to repay the Aleph Facility and therefore whilst the Company does not currently expect these Ordinary Shares to be issued given the ongoing discussions to complete a global refinance of this and other Company indebtedness, it is complying with these requirements now in putting such resolutions to Shareholders. 

Accordingly, the Company is now convening a general meeting (GM) to table the necessary shareholder resolutions to enable the Directors to allot new Ordinary Shares in accordance with the above, being:

1.    resolutions to authorise the issue of new Ordinary Shares comprising the Kemexon Conversion Shares, the Aleph Warrant Shares and the Aleph Facility Shares, and to disapply statutory pre-emption rights in respect of such allotments; and

2.    to authorise the Directors to allot further Ordinary Shares and to disapply statutory pre-emption rights in respect of allotment up to a certain amount. This will give the Directors flexibility to allot further Ordinary Shares in the future should they consider it to be in the best interests of the Company to do so.

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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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