TIDMSRON
RNS Number : 9045G
Saffron Energy PLC
07 March 2018
7 March 2018
Saffron Energy plc
("Saffron Energy" or the "Company")
Confirmation of Funding
Posting of Supplementary AIM Admission Document
Restoration of trading on AIM
Further to the Company's announcement of 28 February 2018, the
Company is delighted to confirm the full subscription under the
Company's GBP13.4 million equity fundraising and the posting today
of a Supplementary AIM Admission Document.
As a result of the publication of the Supplementary AIM
Admission Document, trading in the Company's Ordinary Shares will
be restored with effect from 07.30 this morning, Wednesday 7 March
2018.
The principal change to the arrangements described in the
original AIM Admission Document published on 16 February 2018 is to
reflect the revised assets that Saffron will own, assuming that
Shareholders pass the relevant Resolutions at the General Meeting
that will be held, as previously advised, on 29 March 2018 at the
offices of Grant Thornton, 30 Finsbury Square, London EC2P 2YU. The
Supplementary AIM Admission Document also contains a revised
Competent Person's Report which is also available on the Company's
website.
All other key aspects of the Transaction remain unchanged,
including the proposed acquisition of Sound Energy Holdings Italy
Limited ("SEHIL"), the GBP13.4 million fundraising pursuant to the
Placing and Subscription, the Board and management of the Group and
its pan Euro-Asian gas strategy.
The Company's 50 per cent. shareholder, Po Valley Energy Limited
("PVE") has agreed to a 12 month lock in, which prohibits the
disposal of its shares in the Company save in certain limited
circumstances, including a distribution in specie of the shares it
holds in the Company to its own underlying shareholders which the
Company understands PVE intends to undertake (subject to approval
of its shareholders) shortly after Admission.
Should Shareholders pass the relevant Resolutions, the Company's
Ordinary Shares will be re-admitted to trading on AIM on or around
9 April 2018 under its proposed new name of Coro Energy plc.
The Supplementary AIM Admission document is available on the
Company's website, www.saffronenergy.co.uk. The principal changes
contained within the Supplementary AIM Admission Document are also
set out below.
Save where otherwise provided, defined terms in this
announcement have the same meaning as those terms have in the
Supplementary AIM Admission Document.
Saffron's Chief Executive Officer, Sara Edmonson, said:
"I am pleased to confirm the support of our new investors as we
today publish our supplementary AIM Admission Document and our
shares resume trading.
With our funding confirmed, we now turn our heads to the
exciting developments in South East Asia where we are focused on
mutli Tcf gas exploration.
We look forward to greeting investors at the general meeting
later in the month."
For further information please contact:
Saffron Energy plc / Coro Energy
plc s.edmonson@coroenergyplc.com
j.parsons@coroenergyplc.com
Sara Edmonson, Chief Executive Officer
James Parsons, Non-Executive Chairman
Grant Thornton UK LLP (Financial Tel: +44 (0)20 7383 5100
and Nominated Adviser)
Colin Aaronson/Jen Clarke/Harrison
J Clarke
Turner Pope Investments (TPI) Ltd Tel: +44 (0)20 3621 4120
(Broker)
info@turnerpope.com
Ben Turner/James Pope
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
Principal changes contained within the Supplementary AIM
Admission Document ("Supplementary Admission Document") compared
with the AIM Admission Document published on 16 February 2018
("Admission Document").
The Supplementary Admission Document supercedes the Admission
Document, save as regards the notice of General Meeting at part 7
of the Admission Document. The principal changes are as
follows:
-- The Company has mutually agreed with ASX listed Po Valley
Energy Limited to terminate the agreement to acquire, subject to
Shareholder consent, Po Valley Operations Pty Ltd and will now only
acquire, subject to Shareholder consent, SEHIL.
-- On Admission, the Company will have 716,809,735 Ordinary
Shares in issue, with an anticipated market capitalisation of
GBP31.4 million. In addition, it will have 236,817,341 options over
Ordinary Shares and Warrants in issue, giving a fully diluted share
capital immediately following Admission of 953,627,076 Ordinary
Shares.
-- After Admission, and through its three subsidiaries (NSI,
SEHIL and APN), the Company will altogether own 2P (proved and
probable) gas reserves of 205.10 MMscm, 2C (contingent) gas
resources of 660.20 MMscm, and 2C oil resources of 2.40 MMbbls. For
NSI, the Licences, Permits, Concessions and Applications are all
situated within the Po Valley region. For APN, the Licences,
Permits, Concessions and Applications are situated mainly along the
East coast of Italy, other than the Costa Del Sole oil discovery
which is situated in Sicily and Badile, which is situated in North
West Italy.
-- A revised Competent Person's Report is included in the Supplementary AIM Admission Document
-- Po Valley Energy Limited, presently the Company's largest
Shareholder holding 50 per cent. of its issued share capital, has
agreed that, if on Admission it holds 10 per cent. or more of the
Company's issued share capital, it will be subject to a lock-in
under which it cannot dispose of any Ordinary Shares it holds or
comes to hold during the 12 months following Admission save in
certain limited circumstances including a distribution in specie to
Po Valley Energy's underlying shareholders (which the Company
understands Po Valley Energy intends to do shortly after
Admission), followed by a 12 month orderly market undertaking.
-- Should Po Valley Energy distribute the Ordinary Shares it
holds to its shareholders in specie, the three directors of Po
Valley Energy, Michael Masterman, Kevin Bailey and Byron Pirola,
who would have respectively 3.68%, 3.12% and 1.40% of the Company's
enlarged share capital following Admission, have agreed that for a
period of four months following Admission save in certain limited
circumstances they will not dispose of any Saffron Ordinary Shares
and that for a further two months they will be subject to an
orderly market agreement.
-- As previously noted, the Company's new cornerstone investor,
CIP, together with Continental Investment Partners S.A., Metano
Capital S.A. and Greenberry S.A, Marco Fumagalli and James Parsons
(together the "Concert Party"), are deemed to be acting in concert
for the purposes of the City Code. The Concert Party currently
holds an aggregate of 14,092,500 Ordinary Shares, representing 7.05
per cent. of the Ordinary Shares
In addition, following completion of the Transaction (and
assuming the Resolutions are approved by Shareholders) the Concert
Party will hold 163,605,640 Ordinary Shares, representing 22.82 per
cent. of the Ordinary Shares and will also hold in aggregate a
further 88,493,150 options over Ordinary Shares and Warrants.
Assuming the exercise by the Concert Party of all of the options
and Warrants held by them and no exercise of options and/or
Warrants by any other party and no other issue of Ordinary Shares
by the Company, the Concert Party would hold in aggregate
252,098,790 Ordinary Shares, representing 31.30 per cent. of the
then issued share capital of the Company.
If the Concert Party was to increase the percentage of the
aggregate voting rights it is interested in to 30 per cent. or more
of the then issued share capital of the Company (by virtue of the
exercise of options or otherwise), then they would be obliged,
except with the consent of the Takeover Panel, to make a mandatory
offer as referred to above.
-- The general meeting convened by a notice contained within the
Admission Document sent to Shareholders on 16 February 2018 will
continue to be held at 11.00am on 29 March 2018 at the offices of
Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU. The
Resolutions to be put to Shareholders remain unchanged, save that
the Chairman (with the approval of the meeting) will not put
Resolution 2, approving the proposed acquisition of Po Valley
Operations Pty Ltd, to the meeting since that acquisition has now
been terminated. In addition, the effect of termination of the
proposed acquisition of Po Valley Operations Pty Ltd is that,
assuming resolutions 3 and 4 set out in the notice of general
meeting are approved and notwithstanding such approval, the
authority to issue the PVO Consideration Shares (as defined in the
Admission Document) will be redundant and not capable of being used
for other purposes.
Shareholders who have sold or otherwise transferred all of their
Ordinary Shares since the date of the Admission Document should
forward the Admission Document, the Supplementary Admission
Document and Form of Proxy at once to the purchaser or transferee
or to the bank, stockbroker or other agent through whom you have
sold or transferred your shares for delivery to the purchaser or
transferee. Persons who have acquired Ordinary Shares since the
date of the Admission Document should refer to the Notice of
General Meeting contained in Part 7 of the Admission Document for
details of the General Meeting and the Resolutions. Shareholders
who require a Form of Proxy should contact the Company's registrar,
Share Registrars Limited, on +44 (0) 1252 821 390.
DIRECTORS' INTERESTS IN ORDINARY SHARES
At the date On Admission
of the Supplementary
Admission
Document
Directors' interests Shares Percentage Shares Percentage
James Parsons(1) - 0.00% 584,150 0.08%
Sara Edmonson(2) 1,000,000 0.50% 1,000,000 0.14%
Marco Fumagalli(3) - 0.00% - 0.00%
Ilham Habibie - 0.00% - 0.00%
Fiona MacAulay - 0.00% - 0.00%
David Garland - 0.00% 86,073 0.01%
1. James Parsons is interested in 3,192,283 shares in Sound
Energy plc, representing a 0.31 per cent. interest in
that company. On Admission, he will be issued 584,150
Consideraton Shares pursuant to the SEHIL
Acquisition Agreement.
2. Sara Edmonson is interested in 2,966,406 shares in Po Valley
Energy Limited, representing a 0.50% interest in that company. If
the Po Valley Energy Capital Reduction is proposed by PVE to its
shareholders and completes (with Po Valley Energy distributing its
entire holding of Ordinary Shares to its shareholders, Sara
Edmonson will receive 500,018 Ordinary Shares, resulting in a total
holding of 1,500,018 Ordinary Shares representing a 0.21% interest
in the Company. The figures in the table above do not seek to
reflect the results of the Po Valley Energy Capital Reduction.
3. Marco Fumagalli holds no Ordinary Shares directly. Mr
Fumagalli holds a 25 per cent, interest in Continental
Investment Partners S.A, which has a 6.64 per cent. interest in
Sound Energy plc and will hold 12,336,561
Ordinary Shares representing a 1.35 per cent. interest in the
Company on Admission. In addition, Mr
Fumagalli is a director of and holds a 1.82 per cent interest in
CIP Merchant Capital Limited. CIP is interested in
14,092,500 Ordinary Shares representing 7.05 per cent of the
Existing Ordinary Shares. Following
Admission, CIP will be interested in 150,684,929 Ordinary
Shares, representing 21.02 per cent. of the EnlargedShare
Capital.
Information about the interests of the Concert Party, of which
Mr Fumagalli is deemed a member, is set out in paragraph 19 of Part
1 of the Admission Document.
4. James Parsons and Sara Edmonson have agreed not to dispose of
any of the Company's Ordinary shares for a period of 12 months
following admission and have agreed that for the 12 months
thereafter, they will be subject to an orderly market
agreement.
DIRECTORS' OPTIONS
Subject to Shareholder consent, the Company intends to award the
following options over Ordinary Shares:
Director Number of Options
Sara Edmonson 10,000,000
David Garland 2,000,000
James Parsons 10,000,000
Fiona MacAulay 10,000,000
Marco Fumagalli 10,000,000
Ilham Habibe 10,000,000
MAJOR INTERESTS IN ORDINARY SHARES
Save as disclosed below, the Directors are not aware of any
person who, directly or indirectly, jointly or severally at the
date of the Supplementary Admission Document and at Admission is or
will be interested in 3 per cent. or more of the Company's issued
share capital.
At the date of the
Supplementary Admission
Document
Shareholder Number of Ordinary Percentage of issued ordinary
Shares share capital
Po Valley Energy Limited 100,000,000 50.00 %
CIP Merchant Capital Ltd 14,092,500 7.05 %
At Admission
Number of Ordinary Percentage of Enlarged
Shareholder Shares Share Capital
CIP Merchant Capital Ltd 150,684,929 21.02 %
Po Valley Energy Limited* 100,000,000 13.95 %
Lombard Odier Asset Management
(USA) -1798 Volatis Fund Limited 50,110,403 6.99 %
Cazadores Investments Ltd. 34,246,575 4.78 %
Lombard Odier AssetManagement
(USA) -LMAP EPSILON Limited 31,569,553 4.40 %
*Assuming that Po Valley Energy Limited does not distribute its
shares by way of capital reduction. Should Po Valley Energy proceed
with the Po Valley Energy Capital Reduction, which the Company
understands it intends to do shortly after Admission and assuming
Po Valley Energy distributes the Ordinary Shares it currently holds
in full, Michael Masterman would hold 26,412,190 Ordinary Shares
(representing 3.68 per cent. of the Enlarged Share Capital) and
Kevin Bailey would hold 22,372,676 Ordinary Shares (representing
3.12 per cent. of the Enlarged Share Capital), in each case
assuming no issue of Ordinary Shares between the date of Admission
and the date of completion of the Po Valley Energy Capital
Reduction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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