Fundraising and Restoration to Trading

Savannah Energy Plc

04 March 2025

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN (TOGETHER, "THIS ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN SAVANNAH ENERGY PLC IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

4 March 2025

Savannah Energy PLC

("Savannah" or "the Company")

£30.6 million Fundraising

Lifting of Suspension and Restoration to Trading

Following its announcement on 3 March 2025, Savannah Energy PLC, the British independent energy company focused around the delivery of Projects that Matter, announces the completion of a fundraising (the "Fundraising") by way of a subscription of new ordinary shares of £0.001 each ("Ordinary Shares") to raise approximately £30.6 million, in aggregate, at a price per Ordinary Share of 7 pence. As also previously announced on 3 March 2025, the listing of the suspension and restoration to trading on AIM of the Company's existing Ordinary Shares has become effective at 7.30 a.m. this morning.

Andrew Knott, CEO of Savannah Energy, said:

"This morning, we are announcing a series of primary and secondary transactions in our shares. These transactions have seen existing institutional shareholders, the Company's Board and management team, and other new long-term growth orientated investors make significant new investments in our Company. Together with the earlier announced signature of a new US$200m hydrocarbon asset acquisition debt facility, these transactions lay a strong foundation for the delivery of our 2025 - 2030 organic and inorganic growth plans.

I would like to express my gratitude to our existing and new shareholders and lenders for their support and I look forward to updating everyone as we progress the delivery of our focus projects throughout the year."

Highlights

·      The Company has completed the Fundraising, via a subscription (in more than one tranche) for 437,112,466 new Ordinary Shares by, inter alia, long-term growth orientated strategic investors and a Director of the Company and other long term growth orientated investors raising, in aggregate, approximately £30.6 million before expenses (the "Subscription");

·      The Company is aware of a series of secondary trades in the Company's shares that have happened or are imminently to happen (the "Secondary Sale Process") (together with the Subscription, the "Transactions"); and

·      As part of the Transactions and the exercise of previously awarded share options, certain of the Company's Directors have acquired, or are imminently due to acquire, in aggregate, 129,963,910 million Ordinary Shares and will hold, in aggregate, 10.85% of the Company's enlarged issued share capital.

Investor Presentation and Webcast

A new investor presentation will be available on the Company's website shortly.

An investor presentation webcast will be held today at 2:00 p.m. (GMT) where CEO Andrew Knott will be presenting, as well as hosting a Q&A session. If you are a shareholder or professional investor and wish to register for the webinar and/or submit questions, please click this link and complete the registration form https://www.savannah-energy.com/investor-presentation-webcast/. Registration must be completed and questions submitted by 11.30 a.m. today. Once registered, a link will be sent to you via email shortly before the scheduled start time of the webinar.

Details of the Subscription, including Director participation in it, and the Secondary Sale Process

As noted above, the Company announces the completion of the Fundraising to raise, in aggregate, gross proceeds of approximately £30.6 million (before expenses), with such funds expected to be paid to the Company in accordance with the terms of the respective subscription letters entered into, through a subscription of, in aggregate, 437,112,466 new Ordinary Shares (the "Subscription Shares") to institutional and other investors, including CEO, Andrew Knott, at a price of 7 pence per share. In aggregate, 298,134,852 Subscription Shares will be issued shortly after this announcement and, in aggregate, 138,977,614 Subscription Shares will be issued in due course and by not later than 4 September 2025.

The following table illustrates the effect of Director participation in the Subscription and the Secondary Sale Process. Additionally, as also noted below, certain Directors have exercised share options previously awarded to them under various share options plans. Sir Stephen O'Brien and David Clarkson have each exercised 142,857 share options over new Ordinary Shares, previously awarded under the 2020 Officers Plan. Andrew Knott and Nick Beattie have exercised 2,200,000 and 187,500 share options respectively over existing Ordinary Shares held in the Employee Benefit Trust ("EBT"), previously awarded under the 2020 Officers Plan. Additionally, Nick Beattie has exercised 2,322,678 share options over existing Ordinary Shares held in the EBT, previously awarded under the Employee Plan 2021.

Director	Existing Holding of Ordinary Shares	New Ordinary Shares to be acquired pursuant to the Subscription	Existing Ordinary Shares acquired through the Secondary Sale Process	Ordinary Shares to be acquired through the exercise of share options*	Resultant Holding of Ordinary Shares ***	Resultant holding as a % of the enlarged share capital ***
Andrew Knott	48,555,409	**25,598,929	91,445,510	2,200,000	***167,799,848	***9.6%
Joseph Pagop Noupoué	6,095,726	-	-	-	6,095,726	0.35%
Sir Stephen O'Brien	533,999	-	214,285	142,857	891,141	0.05%
Nick Beattie	-	-	-	2,510,178	2,510,178	0.14%
Sarah Clark	-	-	1,782,149	-	1,782,149	0.10%
David Clarkson	1,630,488	-	712,859	142,857	2,486,204	0.14%
Mark Iannotti****	5,366,555	-	1,500,000	-	6,866,555	0.39%
Steve Jenkins	722,198	-	714,286	-	1,435,058	0.08%
Total	62,904,375	**25,598,929	96,369,089	4,995,892	***189,868,285	***10.85%

Note: The above table assumes no other changes in the Company's share capital or holdings of Directors between now and the point of the completion of the Subscription.

* Comprises options exercised over new Ordinary Shares and existing Ordinary Shares held in the EBT, as detailed above.

** Subscription Shares to be acquired by Andrew Knott by not later than 4 September 2025.

*** Includes the issue of 25,598,929 Subscription Shares to Andrew Knott and 113,378,685 Subscription Shares to the New Investor (as defined below) by not later than 4 September 2025.

**** Reported mistakenly as a marginally higher figure in the Company's 2023 Annual Report, now been corrected.

The FCA notifications, made in accordance with the requirements of MAR, are appended below.

Pursuant to the terms of the Subscription, one of the new subscribing shareholders (the "New Investor") has committed to subscribe for 113,378,685 Subscription Shares at the Subscription Price by not later than 4 September 2025. Andrew Knott's subscription for 25,598,929 Subscription Shares pursuant to the Subscription was a condition imposed by two of the investors participating in the Subscription, in connection with their participation. Mr Knott agreed to participate in the Subscription through his wholly owned investment vehicle Lothian Capital Partners 6 Limited, which has agreed to subscribe on similar terms to the New Investor. Allotment, and admission to trading on AIM, of the Subscription Shares due to the New Investor and Andrew Knott will occur following payment of the Subscription considerations due by each of the respective parties and by not later than 4 September 2025. All other participants in the Subscription will be settling their respective Subscription Considerations due at the time of issue of their Subscription Shares.

Reasons for the Fundraising and Use of Proceeds

The Company is conducting the Fundraising to enable it to execute its strategy of delivering Projects that Matter in Africa. The Board believes that this Fundraising is being conducted at the appropriate time and that it will enable strategic investment in the Company by long-term growth orientated investors. The net proceeds will be used to assist with meeting the objectives of the Company overall, with the current intention being to apply the proceeds as follows:

·      Enable the potential acceleration of key business development opportunities under consideration;

·      To repay and/or acquire approximately US$21 million of subsidiary company debt; and

·      General corporate purposes.

Admission, Total Voting Rights, Options and Warrants  

Application has been made to the London Stock Exchange for admission of the 298,134,852 Subscription Shares and the 285,714 new Ordinary Shares issued in respect of the exercise of options by Directors Sir Stephen O'Brien and David Clarkson, to trading on AIM ("Admission"). Application has also been made for the 6,095,726 new Ordinary Shares that were issued as noted in the Company's 21 April 2023 RNS, which were not admitted to trading on AIM at the time due to the Company's then suspension from trading. It is expected that Admission will become effective at 8.00 a.m. on or around 6 March 2025 or such later date as may be agreed.

Following Admission of the above 298,420,567 new Ordinary Shares, the Company will have 1,610,615,112 Ordinary Shares in issue. The Company does not hold any Ordinary Shares in treasury and accordingly this will be the total number of voting rights in the Company and may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Rules and the Transparency Rules.

Application for the admission to trading on AIM of the 138,977,614 Subscription Shares to be issued to Andrew Knott and the New Investor will be made in due course, following payment of the consideration due by each of the respective parties, by not later than 4 September 2025.

In addition to the Ordinary Shares in issue, the Company continues to have in place agreements related to 101,113,992 warrants¹ and 22,645,634 options² granted to certain Directors, which are over unissued Ordinary Shares. Further details on these instruments and the holders are detailed in the below notes and in the Company's 2023 Annual Report.

For further information, please refer to the Company's website www.savannah-energy.com or contact:

Savannah Energy                                                                    [phone]

Andrew Knott, CEO

Nick Beattie, CFO

Sally Marshak, Head of IR & Communications

Strand Hanson Limited (Nominated Adviser)                               [phone]

James Spinney

Ritchie Balmer

Rob Patrick

Tennyson Securities (Financial Adviser)                                                         [phone]

Peter Krens                                                                          

Cavendish Capital Markets Ltd (Joint Broker)                             [phone]

Derrick Lee

Tim Redfern

Panmure Liberum Limited (Joint Broker)                                    [phone]

Scott Mathieson

James Sinclair-Ford

Camarco                                                                             [phone]

Billy Clegg

Owen Roberts

Violet Wilson

About Savannah:  

Savannah Energy PLC is a British independent energy company focused around the delivery of Projects that Matter in Africa.

Footnotes

^1. As a result of the Subscription, and in accordance with the terms of the warrant instrument entered into with Andrew Knott (via his wholly owned company, Lothian Capital Partners 4 Limited ("LCP4L")) as detailed in the Company's AIM Admission Document dated 30 December 2021, the exercise price of the 101,113,992 warrants issued to LCP4L has been adjusted from 23.5p per warrant to 19.2p per warrant.

^2. Share options granted under the 2014/15 Replacement Plan 2021.

Appendix 1

Director/PDMR Dealings

Director Participation in the Subscription

Notification of Transactions of Directors, Persons Discharging Managerial Responsibilities ("PDMRs") and persons closely associated with them

1	Details of the person discharging managerial responsibilities
a)	Name	Andrew Knott
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Savannah Energy PLC
b)	LEI	2138002YCJORSFH5YR43
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	Ordinary Shares of £0.001 each
	Identification code	GBOOBP41S218
b)	Nature of the transaction	Purchase of new Ordinary Shares
c)	Price(s) and volume(s)	Price: £0.07 Volume: 25,598,929
d)	Aggregated information
	- Aggregated volume	N/A, single transaction
	- Price
e)	Date of the transaction	4 March 2025
f)	Place of the transaction	Outside a trading venue

Appendix 2

Directors/PDMR Dealings

Director Participation in the Secondary Sale Process

Notification of Transactions of Directors, Persons Discharging Managerial Responsibilities ("PDMRs") and persons closely associated with them

1	Details of the person discharging managerial responsibilities
a)	Name	1.   Andrew Knott 2.   Sir Stephen O'Brien 3.   Sarah Clark 4.   David Clarkson 5.   Mark Iannotti 6.   Steve Jenkins
2	Reason for the notification
a)	Position/status	1.   Chief Executive Officer 2.   Vice Chair 3.   Non-Executive Director 4.   Non-Executive Director 5.   Non-Executive Director 6.   Non-Executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Savannah Energy PLC
b)	LEI	2138002YCJORSFH5YR43
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	Ordinary Shares of £0.001 each
	Identification code	GBOOBP41S218
b)	Nature of the transaction	Purchase of existing Ordinary Shares
c)	Price(s) and volume(s)
				Price(s)	Volume(s)
			1	£0.07	91,445,510
			2	£0.07	214,285
			3	£0.07	1,782,149
			4	£0.07	712,859
			5	£0.07	1,500,000
			6	£0.07	714,286
d)	Aggregated information	N/A, single transaction for each PDMR
	- Aggregated volume
	- Price
e)	Date of the transaction	4 March 2025
f)	Place of the transaction	AIM

Appendix 3

Directors/PDMR Dealings

Exercise of Options over existing Ordinary Shares

Notification of Transactions of Directors, Persons Discharging Managerial Responsibilities ("PDMRs") and persons closely associated with them

1.	Details of the person discharging managerial responsibilities
a)	Name	1.   Andrew Knott 2.   Nick Beattie
2.	Reason for the Notification
a)	Position/status	1.   Chief Executive Officer 2.   Group Chief Financial Officer
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Savannah Energy PLC
b)	LEI	2138002YCJORSFH5YR43
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	Options over Ordinary Shares of £0.001 each in the Company
	Identification code	GBOOBP41S218
b)	Nature of the Transaction	Exercise of options to acquire existing Ordinary Shares held in the EBT
c)	Price(s) and volume(s)	Price(s)  Volume(s)  1.   Nil 2.   Nil 2.   Nil 1.   2,200,000 2.   187,500 2.   2,322,678
d)	Aggregated information  Aggregated volume Price	1. N/A, single transaction 2. Price: Nil. Volume: 2,510,178
e)	Date of the transaction	4 March 2025
f)	Place of the transaction	Outside a trading venue

Appendix 4

Directors/PDMR Dealings

Exercise of Options over new Ordinary Shares

Notification of Transactions of Directors, Persons Discharging Managerial Responsibilities ("PDMRs") and persons closely associated with them 

	Details of the person discharging managerial responsibilities
a)	Name	1.   Sir Stephen O'Brien 2.   David Clarkson
2.	Reason for the Notification
a)	Position/status	1.   Vice Chair 2.   Non-Executive Director
b)	Initial notification/amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Savannah Energy PLC
b)	LEI	2138002YCJORSFH5YR43
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	Options over Ordinary Shares of £0.001 each in the Company
	Identification code	GBOOBP41S218
b)	Nature of the Transaction	Exercise of options over new Ordinary Shares
c)	Price(s) and volume(s)	Price(s)  Volume(s)  1.   Nil 2.   Nil 1.   142,857 2.   142,857
d)	Aggregated information  Aggregated volume Price	N/A, single transaction for each PDMR
e)	Date of the transaction	4 March 2025
f)	Place of the transaction	Outside a trading venue

 

END