TIDMECHO
RNS Number : 9399V
Echo Energy PLC
15 August 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO
DO SO WOULD BREACH 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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE
OF ANY SECURITIES OF ECHO ENERGY PLC IN ANY JURISDICTION WHERE TO
DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU
NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
15 August 2022
Echo Energy plc
(the "Company")
Result of Placing
Echo Energy plc (AIM:ECHO), the Latin American focused upstream
oil and gas company, is pleased to announce the results of the
Placing, further to the Company's announcement released at 5.02
p.m. on 12 August 2022 (the "Launch Announcement"). Capitalised
terms used but not defined in this announcement shall have the
meaning given to them in the Launch Announcement.
The Placing was oversubscribed and has raised GBP0.6 million
(before expenses) for the Company through the placing of
242,000,000 Placing Shares at the Placing Price of 0.25 pence per
share.
Subject to shareholder approval, in connection with the Placing,
for every one Placing Share subscribed for, the Company intends to
grant 1.07 Warrants to the Placees. No fractional part of a Warrant
will be issued and fractional entitlements will be rounded down to
the nearest whole number. If granted, each Warrant will give the
holder the right to subscribe for one new Ordinary Share at a price
of 0.25 pence per Ordinary Share for a period of two years from the
date of issue.
In addition, as set out in the Launch Announcement, under the LO
Agreement, LO has agreed to the conversion of accrued interest on
the LO Facility for the periods Q3 2021 to 31 October 2022
inclusive to new Ordinary Shares at a conversion price of 0.25
pence per new Ordinary Share ("LO Interest Conversion"). The
accrued interest to 31 October 2022 will amount to EUR 625,803.58.
Accordingly, the Company has agreed to issue to LO 213,949,943 LO
Interest Conversion Shares.
Under the same agreement, LO has conditionally agreed to
conversion in full of the principal of the LO Facility, however
this is contingent on obtaining Noteholder approval for the Notes
Restructuring and Shareholder approval of authorities to issue the
new Ordinary Shares required on conversion. Further details of the
Proposed Debt Restructuring are set out in the Launch
Announcement.
Arden Fees
As set out in the Launch Announcement, certain fees and
commissions payable by the Company to Arden pursuant to the Placing
Agreement shall be satisfied by the Company by the issue to Arden
of 30,000,000 Ordinary Shares (the "Broker Fee Shares") at the
Placing Price. The Broker Fee Shares, when issued, will be fully
paid and will rank pari passu in all respects with the existing
Ordinary Shares
Adviser Fees
In addition to the Broker Fee Shares, certain outstanding fees
which are due and payable by the Company to a third party adviser
shall be satisfied by the Company by the issue of 8,000,000 new
Ordinary Shares (the "Adviser Shares") at the Placing Price. The
Adviser Shares, when issued, will be fully paid and will rank pari
passu in all respects with the existing Ordinary Shares.
Placee Commissions
As set out in the Launch Announcement, and as is permitted by
the Companies Act 2006 and the Company's articles of association,
the Company is permitted to pay commission to subscribers in
consideration for their subscription of new Ordinary Shares. The
Company shall satisfy such liabilities by the issue to the relevant
Placees of additional new Ordinary Shares at the Placing Price (the
"Placee Commission Shares"). Following completion of the Bookbuild,
the Company has agreed to issue, in aggregate, 10,220,000 Placee
Commission Shares at the Placing Price to Placees. The Placee
Commission Shares will be fully paid and will rank pari passu in
all respects with the existing Ordinary Shares.
The Placing Shares, the LO Interest Conversion Shares, the
Broker Fee Shares, the Adviser Shares and the Placee Commission
Shares are together the "New Ordinary Shares".
Admission and Total Voting Rights
The Company will make an application to the London Stock
Exchange for an aggregate of 504,169,943 New Ordinary Shares to be
admitted to trading on AIM pursuant to the Placing and the LO
Interest Conversion, as well as the fee and commission arrangements
concerning the Broker Fee Shares, the Adviser Fees and the Placee
Commission Shares detailed in this announcement. It is expected
that admission of the New Ordinary Shares, ("Admission"), will
become effective, and dealings will commence at 8:00 a.m. (London
time) on or around 29 August 2022 (or such later date as may be
agreed between the Company and Arden). The New Ordinary Shares will
rank pari passu with the existing Ordinary Shares.
Following Admission, there will be 1,956,661,288 Ordinary Shares
in issue. This number may be used by shareholders as the
denominator for the calculation by which they will determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of the Company .
Enquiries:
Echo Energy via Vigo Communications
Martin Hull, Chief Executive Officer
Vigo Consulting (IR & PR Adviser) +44 (0) 20 7390 0230
Patrick d'Ancona
Chris McMahon
Cenkos Securities (Nominated Adviser) +44 (0) 20 7397 8900
Ben Jeynes
Katy Birkin
Arden Partners plc (Corporate Broker) +44 (0) 20 7614 5900
Simon Johnson (Corporate Broking)
John Llewellyn-Lloyd (Corporate Finance)
Alex Campbell-Harris (Corporate Finance)
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END
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