TIDMEDL
RNS Number : 4184F
Edenville Energy PLC
10 July 2023
10 July 2023
Edenville Energy Plc
("Edenville" or the "Company")
Notice of AGM
Related Party Transactions
Proposed Change of Name
Edenville Energy Plc (AIM: EDL), an African focused mine
operator and developer, announces that the the Company's Annual
General Meeting ("AGM") will be held at the offices of Fasken
Martineau LLP at 100 Liverpool Street, London, EC2M 2AT on 3 August
2023 at 11.00 a.m. The notice of AGM has been published and is
available on the Company's website at:
https://edenville-energy.com/aim-rule-26/
The AGM will include certain resolutions pursuant to the
Company's announcements on 1 June 2023 and 2 June 2023 in
connection with the Company's recent capital raising, proposed
issue of shares and warrants to certain directors and proposed
change of name. This includes resolutions to grant the Directors
the authority to allot shares and disapply pre-emption rights (the
"Share Authority Resolutions").
Background to the Capital Raising
The Company announced on 1 June 2023 that it had raised
GBP1,468,000 (before expenses) (the "Capital Raising") from
strategic investors Q Global Commodities Group ("QGC"), a South
African commodity, mining, logistics and investment fund and
Gathoni Muchai Investments Limited ("GMI"), an East Africa based
mining investment group under two tranches comprising: (i)
GBP575,000 under the Company's existing share allotment authorities
("Firm Subscription") and (ii) subject to the Share Authority
Resolutions being passed at the AGM, a further GBP893,000
("Conditional Subscription").
Under the Firm Subscription the Company issued 7,000,000 new
ordinary shares of 1 pence each in the capital of the Company
("Ordinary Shares") to QGC and 4,500,000 new Ordinary Shares to GMI
at a subscription price of 5 pence per Ordinary Share ("Firm
Subscription Shares"). The Firm Subscription Shares were admitted
to trading on AIM on 12 June 2023.
Under the Conditional Subscription the Company has conditionally
allotted, subject to the Share Authority Resolutions being passed
at the AGM, 10,586,598 new Ordinary Shares to QGC and a further
7,273,402 new Ordinary Shares to GMI ("Subscription Shares").
Subject to the Share Authority Resolutions being passed at the
AGM, QGC will also receive warrants to subscribe for 3,265,555 new
Ordinary Shares and GMI will also receive warrants to subscribe for
2,186,136 new Ordinary Shares, each with an exercise price of 25
pence per share, exercisable until 25 May 2024 ("Fundraise
Warrants").
The AGM will seek Shareholders' approval to allot 17,860,000
Subscription Shares, 5,451,691 Fundraise Warrants, 3,500,000
Director Fee Shares and 3,600,000 Director Warrants, as further
described below. It is also proposed to obtain a general authority
to allot further equity securities on both a non pre-emptive basis
and on a pre-emptive basis. If the Share Authority Resolutions are
passed, the Subscription Shares, the Fundraise Warrants, the
Director Fee Shares and Director Warrants are expected to be issued
immediately after the AGM.
The Directors do not currently have the authority under section
551 of the Companies Act 2006 to allot the Subscription Shares, the
Fundraise Warrants, the Director Fee Shares and the Director
Warrants. The Subscription Shares, the Fundraise Warrants, the
Director Fee Shares and the Director Warrants will not be allotted
therefore until the Share Authority Resolutions are passed at the
AGM.
GMI is a Nairobi-based investment firm focused on mining,
property and retail sectors and headed up by Mr Jason Brewer and Ms
Jackline Muchai. GMI have existing investments in four East African
countries, including Tanzania and are a major shareholder in
London-listed and battery metals focused mining company Marula
Mining plc, and new uranium mine development company Neo Energy
Metals Limited, which is in the process of coming to market by way
of a reverse takeover of London Stock Exchange listed Stranger
Holdings plc.
QGC is a South African based commodity, logistics and investment
fund and has a broad global network in the mining finance sectors
and the marketing and sales of commodities. QGC has 12 thermal coal
mines currently under management and is actively expanding its
metal mining interests throughout Southern and East Africa through
direct equity investments and partnership and co-development
agreements with a number of emerging mining and exploration
companies.
QGC is led by Mr Quinton van der Burgh, who has almost 20 years
of mining experience and has developed over 47 projects to mining
stage, including two large-scale mining companies.
If the Share Authority Resolutions are passed at the AGM,
following issue of the Director Fee Shares and completion of the
Conditional Subscription, QGC will hold, via its wholly-owned Dubai
incorporated subsidiary AUO Commercial Brokerage LLC, 29.20% of the
Company's enlarged share capital and GMI will hold 19.55% of the
enlarged share capital.
Funds from the Capital Raising will be used by the Company to
fund its ongoing working capital requirements and due diligence on
potential new and strategically complimentary projects in
Africa.
The Conditional Subscription
The Company has conditionally raised GBP893,000 (before
expenses) by way of the Conditional Subscription. Application will
be made for the Subscription Shares to be admitted to trading on
AIM, conditional on the Share Authority Resolutions being passed at
the AGM.
Subject to completion of the Conditional Subscription, QGC and
GMI will also receive an aggregate of 5,451,691 Fundraise Warrants.
If the Fundraise Warrants are exercised in full, this would result
in the issue of a further 5,451,691 new Ordinary Shares, raising
GBP1,362,922 for the development of the Company's business, and
which would represent in aggregate approximately 8.3% of the
Company's share capital as enlarged by the Subscription Shares, the
Director Fee Shares and assuming full exercise of the Fundraise
Warrants.
Each of QGC and GMI have agreed that, unless the Takeover Panel
grants a waiver from the requirement to make an offer under Rule 9
of the City Code on Takeover and Mergers, their individual
interests in the Company's Ordinary Shares, including those of any
persons deemed to be acting in concert with them, shall not exceed
29.99% of the total voting rights as a result of future
acquisitions of Ordinary Shares pursuant to the exercise of the
Fundraise Warrants or otherwise. Each of QGC and GMI have also
agreed that to the extent QGC are unable to subscribe for their
full allocation of Subscription Shares because their holding would
otherwise exceed 29.99% of the total voting rights, then GMI will
subscribe for such number of Subscription Shares so that the
Company receives the same amount of subscription funds.
The Conditional Subscription is conditional on the Share
Authority Resolutions being passed at the AGM and Admission.
Board Changes
Jason Brewer was appointed Executive Director of the Company on
1 June 2023.
Mr Brewer, is a Director of GMI and currently the Chief
Executive Officer of Marula Mining plc (AQUIS: MARU) ("Marula"), an
African battery metals focused mining and development company which
has a broad portfolio of mining and exploration projects in South
Africa, Tanzania and Zambia. Marula currently operates the Blesberg
Lithium Mine in South Africa, and is developing the Kinusi Copper
Mine in Tanzania as well as advancing a number of graphite and rare
earth elements projects in Tanzania and Zambia. Mr Brewer is a
senior mining executive with over 25 years of experience in
international mining, financial markets and investment banking and
being based in Nairobi is ideally positioned to oversee the
development of our current mining and exploration ongoing projects
in East Africa, and his on-site presence will prove invaluable in
identifying and securing new mining and mine development
opportunities for the Company.
Following the AGM, it is intended that Mr Quinton van der Burgh
will join the board as Non-Executive Director subject to the
satisfactory completion of customary due diligence by the Company's
nominated adviser. A further announcement in that regard will be
made in due course.
It is anticipated that Nicholas (Nick) von Schirnding,
Non-Executive Chairman, will resign as Director and Non-Executive
Chairman of the Company once Mr van der Burgh joins. In addition,
the Company is seeking to further enhance the Board and will update
on progress in due course.
Ordinary Shares Issued in lieu of Director Fees
Subject to the passing of the Share Authority Resolutions at the
AGM, the Company has agreed to issue a total of 2,000,000 new
Ordinary Shares at a subscription price of 8.75 pence per share to
Paul Ryan in lieu of GBP175,000 of accrued outstanding director
fees and bonuses (for 2022 and 2023) and the Company will issue a
total of 1,500,000 new Ordinary Shares at a subscription price of
8.75 pence per share to Noel Lyons in lieu of GBP131,250 of accrued
outstanding director fees and bonuses (for 2022 and 2023)
("Director Fee Shares"). These measures will assist the Company to
preserve cash resources during a period of business development and
expected growth. These Director Fee Shares are in substitution for
the proposed issue of Director Fee Shares in respect of certain
accrued fees for 2022, as referred to in the Company's announcement
of 1 June 2023.
Director Warrants
The Company also intends, in order to provide a meaningful
incentivisation package for executive directors, to grant Director
Warrants over a total of 3,600,000 new Ordinary Shares to the
Executive Directors on the terms summarised below. The Director
Warrants are exercisable at 9.125 pence per share, being the
closing price on 6 July 2023, are non-transferable and shall vest
as to 50% upon issue and 50% on the first anniversary of issue,
subject to continued employment.
Director Director Warrants Exercise Exercise Period
Price (per
Warrant)
5 years from the date
Paul Ryan 1,200,000 9.125p of grant
------------------ ------------ ----------------------
5 years from the date
Noel Lyons 1,200,000 9.125p of grant
------------------ ------------ ----------------------
5 years from the date
Jason Brewer 1,200,000 9.125p of grant
------------------ ------------ ----------------------
Related Party Transactions
The issue of the Director Fee Shares and grant of the Director
Warrants ("Director Issues") constitute related party transactions
as defined by Rule 13 of the AIM Rules for Companies. Nick von
Schirnding and André Hope, being the Directors of the Company
independent of the Director Issues as at the date of this
announcement, having consulted with the Company's nominated
advisor, Strand Hanson Limited, consider the terms of the Director
Issues to be fair and reasonable insofar as the Company's
shareholders are concerned.
Relationship Agreements
On Admission QGC and GMI (the "Investors") will hold 29.20% and
19.55%, respectively, of the Company's share capital, as shown in
the table below.
Investors Firm Subscription % Shareholding Subscription Shareholding % of Enlarged
Shares post Firm Shares post completion Share Capital
Subscription of the Conditional
Subscription
QGC 7,000,000 18.01% 10,586,598 17,586,598 29.20%
------------------ --------------- ------------- -------------------- ---------------
GMI 4,500,000 11.58% 7,273,402 11,773,402 19.55%
------------------ --------------- ------------- -------------------- ---------------
TOTAL 11,500,000 17,860,000 29,360,000
------------------ --------------- ------------- -------------------- ---------------
As each Investor will be a substantial shareholder in the
Company following completion of the Conditional Subscription, the
Investors have each entered into a Relationship Agreement with the
Company and Strand Hanson, as nominated adviser. The Relationship
Agreements will cease to have any effect if the Share Authority
Resolutions are not passed. The Relationship Agreements contain
customary protections for the Company. Under the terms of the
Relationship Agreements each Investor agrees to ensure that the
Company will at all times be capable of carrying on its business
independently of the respective Investor and that all transactions
and arrangements between each respective Investor and the Company
will be on arm's length and on normal commercial terms. Each
Relationship Agreement will remain in force while the respective
shareholder retains an interest of 20% or more of the issued share
capital of the Company.
Change of Name
As announced on 2 June 2023, the Company is proposing to change
its name to "Shuka Minerals Plc" subject to shareholders passing a
Special Resolution approving the name change at the AGM.
The Directors believe that the change of name better reflects
the Company's key focus in Africa, values of environmental
sustainability, community engagement and responsible mining
practices.
The Company's name change is also in line with its strategic
objectives and enhanced focus on investing in and developing mining
assets in Africa, aligning perfectly with its long-term
strategy.
Subject to the change of name becoming effective:
- the Company's market ticker will change from "EDL" to "SKA"
- the ISIN number will remain unchanged
- the Company does not expect to issue new share certificates
- The Company's website, containing the information to be
disclosed pursuant to Rule 26 of the AIM Rules for Companies will
be changed, with the new details to be notified at the time of
change.
Admission and Total Voting Rights
An application will be made to the London Stock Exchange for
Admission of the Subscription Shares and the Director Fee Shares,
which is expected to occur at 8.00 a.m. on or around 9 August
2023.
Assuming the Share Authority Resolutions are passed and no other
issue of new Ordinary Shares takes place (i.e. following the
exercise of any existing options or warrants) prior to the AGM, on
Admission the total issued share capital of the Company with voting
rights will comprise 60,219,861 Ordinary Shares.
The Company does not hold any Ordinary Shares in treasury.
Therefore, on Admission, the above figure of 60,219,861 Ordinary
Shares may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the Financial
Conduct Authority's Disclosure, Guidance and Transparency
Rules.
Enquiries:
Edenville Energy Plc
Jason Brewer - Executive Director
Noel Lyons - CEO +254 (0)743 303075
Via IFC Advisory
Financial and Nominated Adviser
Strand Hanson Limited
James Harris | Richard Johnson +44 (0) 20 7409 3494
---------------------
Broker
Tavira Securities Limited
Oliver Stansfield | Jonathan
Evans +44 (0) 20 7100 5100
---------------------
Financial PR and IR
IFC Advisory Limited
Tim Metcalfe | Florence Chandler +44 (0) 20 3934 6630
---------------------
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
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END
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