NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBILC OF SOUTH AFRICA NOR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT AN ADMISSION DOCUMENT OR ADMISSION DOCUMENT EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE ADMISSION DOCUMENT PUBLISHED BY ANDALAS ENERGY & POWER PLC AND DATED 27 APRIL 2016.
13 May 2016
Andalas Energy and Power Plc
Results of General Meeting & Issue of Bonus Warrants
Andalas Energy and Power Plc, the AIM listed Indonesian focused oil and gas exploration company (AIM: ADL), is pleased to announce that all resolutions were passed at its general meeting held today.
The Company is also pleased to provide an update on the issue of up to 179,536,825 bonus warrants to subscribe for new Ordinary Shares of nil par value in the Company (“Bonus Warrants”), further to its announcement and admission document dated 27 April 2016 (“Admission Document”).
Capitalised but undefined terms shall have the meaning given to them in the definitions appearing in the Admission Document, a copy of which can be found at http://www.andalasenergy.co.uk/.
At the general meeting, CEO Dave Whitby made the following statement: “With all resolutions passed, the management team can now focus on delivering the vision to build an Indonesian focused energy company. Like all shareholders, I am disappointed with the discounted price of the readmission fundraise and I can assure you that the Board did not take the decision to complete the reverse on these terms lightly. However, faced with a lack of appetite in London for start-up energy companies and a fast approaching deadline to IPO, we had to accept the terms to allow us to move the business forward or risk losing the momentum that we have established on the ground in Indonesia.
“The fundamentals of the Company are strong: a management team with direct Indonesian experience; a clear evaluation and development strategy to identify and secure assets which match our investment criteria; a first asset, TOE, which is perfectly positioned to be the foundation asset to deliver our gas to power strategy; and cash in the bank to fund a drilling programme, which is on track to commence in the near term.
“The team’s skillset and network, specifically in Indonesia’s energy sector, allow our ambitions to go much further than building an oil and gas company, but to also make a significant contribution to the country’s power crisis at the local level. With this in mind, our Gas to Power proposition continues to gain traction with local and national players and we are actively engaged in top level discussions with a number of relevant parties. Our task now is to deliver on the foundation we have created and in the process generate value for our shareholders from what we believe is a low entry point into an exciting opportunity.”
1. Result of General Meeting
Following the general meeting held today, the Company announces that Resolutions 1 and 2 were passed as ordinary resolutions on a show of hands, and Resolutions 3 and 4 were passed as special resolutions on a show of hands. The results of the proxy vote for each Resolution are set out as follows:
|Resolution||For||% of votes cast||Against||% of votes cast||Total votes cast as % of voting share capital||Withheld*|
|1. The proposed farm-in transaction on the terms and conditions contained in the TOE Farm-in Agreement||98,696,342||95.54%||4,609,515||4.46%||14,39%||–|
|2. The proposed allotment of new ordinary shares||97,361,087||94.25%||5,943,836||5.75%||14.38%||–|
|3. The disapplication of pre-emption rights relating to the proposed allotment of new ordinary shares||97,361,087||94.25%||5,944,770||5.75%||14.39%||–|
|4. The adoption of the Amended Articles||96,287,423||93.21%||7,017,500||6.79%||14.38%||–|
|* A vote Withheld is not a vote in law and is not counted in the calculation of the proportion of votes “For” and “Against” a resolution.|
Following the passing of the Resolutions, the Company advises that Admission of 1,699,389,763 New Ordinary Shares, comprising the Placing Shares, the Conversion Shares and the Corsair Shares; will occur on Monday, 16 May 2016 at 8.00 a.m.
For the purposes of the Disclosure and Transparency Rules, the total number of voting rights in the Company with effect from 16 May 2016 will be 2,417,537,066. This figure 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 a change of their interest in, the Company under the FCA’s Disclosure and Transparency Rules.
As a result of the issue of New Ordinary Shares, on Admission, the following Directors of the Company will have an interest in the Enlarged Share Capital of the Company as follows:
|Director||Ordinary Shares at Admission||% of Enlarged Share Capital|
2. Issue of Bonus Warrants
Further to its announcement dated 27 April 2016 and following the passing of the Resolutions at today’s General Meeting, the Company is pleased to advise that the Bonus Warrants shall be issued to Qualifying Shareholders on Monday 16 May 2016.
The issue of the Bonus Warrants will be to Qualifying Shareholders, being those Shareholders who hold Ordinary Shares in the Company as at 5.00 p.m. on 13 May 2016; on a pro rata basis of one Bonus Warrant for every four Ordinary Shares held. The Bonus Warrants will only be issued to Shareholders of the Company entered into the register of members at that time and with a registered address outside the Prohibited Territories.
The exercise price of the Bonus Warrants will be 0.2 pence per new Ordinary Share, being the same as the Issue Price. The Bonus Warrants, which shall be unlisted and non-transferable, will be exercisable on the Bonus Warrants Exercise Date being 31 May 2016 only (although irrevocable exercise notices and subscription funds can be issued to the Company prior to that date). If any of the Bonus Warrants remain unexercised on the Exercise Date, they will expire.
The Bonus Warrant Instrument is summarised in the Admission Document and contains provisions typically found in such instruments, including those relating to the adjustment of the terms of the Bonus Warrants, protections for holders of Bonus Warrants and the procedures for the modification of the rights of the Bonus Warrants.
Ordinary Shares in respect of the Bonus Warrants will be allotted within ten business days of the Exercise Date. Any Warrants not exercised during the Subscription Period shall lapse.
Qualifying Shareholders who hold Ordinary Shares in certificated form
The Company will shortly be posting a Warrant Certificate and Subscription Form to Qualifying Shareholders who hold Ordinary Shares in certificated form (i.e. outside of CREST), which will contain details on the number of Bonus Warrants to which they are entitled, instructions on how to exercise the Bonus Warrants, and details on any bona fide market claims. The Warrant Certificates and Subscription Forms are expected to be dispatched by 16 May 2016.
Qualifying Shareholders who hold Ordinary Shares in uncertificated form
Qualifying Shareholders who hold Ordinary Shares in CREST will shortly have the Bonus Warrants enabled in CREST. Those Qualifying Shareholders wishing to exercise their Bonus Warrants, who hold their Bonus Warrants through CREST, should send a USE (Unmatched Stock Event) instruction as set out below together with a remittance for the aggregate exercise amount (calculated as the number of Bonus Warrants being exercised, multiplied by the exercise price of 0.2 pence per Bonus Warrant) in respect of which the Bonus Warrants are being exercised. When sending a USE instruction, Qualifying Shareholders should use the following participant and member account IDs when processing their instructions:
CREST Participant ID = 8RA34
CREST Member Account ID = ANDALAS
The USE instruction should be inputted to settle in accordance with the CREST timetable on the Exercise Date (being 31 May 2016), a USE instruction which has not settled on the Exercise Date will be treated as an invalid exercise request and the Bonus Warrants subject to that exercise request will lapse.
Questions about the Bonus Warrant Issue
Further terms of the proposed Bonus Warrant Issue are set out in the Admission Document.
All enquiries in connection with the Bonus Warrant Issue should be addressed to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE or you can contact the Receiving Agent on 0370 707 4040 or if you are calling from overseas +44 370 707 4040 between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday. Calls may be recorded and randomly monitored for security and training purposes. Please note the Receiving Agent cannot provide advice on the merits of the Open Offer or as to whether applicants should take up their Open Offer Entitlements or give any financial, legal or tax advice.
Qualifying Shareholders who are in any doubt about the implications of the Bonus Warrant Issue on their personal tax position should consult their professional adviser.
For further information, please contact:
|David Whitby||Andalas Energy and Power Plc||Tel: +62 21 2783 2316|
|Cantor Fitzgerald Europe
(Nominated Adviser and Joint Broker)
|Tel: +44 20 7894 7000|
|Peterhouse Corporate Finance
Limited (Joint Broker)
|Tel: +44 20 7469 0930|
|Colin Rowbury||Cornhill Capital (Joint Broker)||Tel: +44 20 7710 9610|