TIDMEDL
RNS Number : 5430X
Edenville Energy PLC
05 May 2021
5 May 2021
Edenville Energy Plc
("Edenville" or the "Company")
New Strategic Investor and Proposed Placing
Edenville Energy Plc (AIM: EDL), the AIM quoted company
operating the Rukwa Coal Project in southwest Tanzania ("Rukwa") is
pleased to announce a number of developments.
Highlights
-- Proposed strategic investment by Anthony (Tony) Buckingham of
GBP1.00M as part of a GBP2.48M (before expenses) Placing, which
includes participation from the Company's substantial shareholders
of, in aggregate, an additional GBP1.05M
-- Additional assets targeted in line with previous announcements
Strategic Investor
The Company is pleased to announce that Mr Anthony (Tony)
Buckingham has agreed a GBP1,000,000 strategic investment in the
Company through the Placing (as defined below), giving him a
shareholding of 18.5% of the Company's issued share capital, as
enlarged by the Placing, which is subject to, inter alia,
shareholder approval at a General Meeting to be convened
shortly.
Mr Buckingham is well known in the natural resources market,
particularly in Africa, having been CEO and major shareholder of
Heritage Oil Limited from 2006 until its acquisition by a
wholly-owned subsidiary of Qatari investment fund, Al Mirqab
Capital SPC, in 2014 for a consideration of US$1.6 billion. His
wealth of experience and broad network of relationships is expected
to prove highly beneficial as Edenville looks to add additional
assets into the Company as previously announced.
Proposed GBP2,475,000 Placing
The Company has conditionally raised GBP2,475,000 (before
expenses) by way of a placing of 9,900,000 new ordinary shares of
1p each in the Company ("Ordinary Shares") at a placing price of
25p per Ordinary Share (the "Placing Shares") through Brandon Hill
Capital Limited ("Brandon Hill") (the "Placing"). Application will
be made for the Placing Shares to be admitted to trading on AIM
("Admission"), conditional on shareholder approval at the duly
convened General Meeting. A notice of General Meeting will be
announced and posted to shareholders shortly.
Conditional on completion of the Placing, investors in the
Placing will also receive, for every Placing Share, one warrant to
subscribe for one new Ordinary Share, each with an exercise price
of 25p per share, exercisable for a period of three years from the
date of grant ("Warrants"), resulting in the issue of 9,900,000
Warrants . If the Warrants are exercised in full, this would result
in the issue of a further 9,900,000 new Ordinary Shares, raising
GBP2,475,000 for the development of the Company's business, and
which would represent in aggregate approximately 29% of the
Company's fully diluted share capital.
As mentioned above, Mr Buckingham has agreed to invest
GBP1,000,000 in the Placing for 4,000,000 Placing Shares, which
will result in him holding an 18.5% interest in the enlarged issued
share capital of the Company on Admission. In addition, Mr
Buckingham, on Admission, will hold 4,000,000 Warrants pursuant to
the Placing. Mr Buckingham has agreed that his aggregate interest
in the Company's Ordinary Shares, including those of any persons
deemed to be acting in concert with him, 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 Warrants.
In addition, the Company benefits from having four large
independent shareholders (representing approximately 50% of the
Ordinary Shares currently in issue), being the Brandon Hill Group,
the Pitchcroft Group, RAB Capital and John Story, and Edenville is
pleased to confirm their ongoing support via participation in the
Placing for a combined total of GBP1,050,000.
Proceeds from the Placing, coupled with the Company's existing
cash resources, will be used to augment working capital and target
additional asset acquisitions, leveraging the natural resources and
capital markets expertise of its Board, and significant
shareholders, which will be materially boosted by the involvement
of Mr Buckingham who is set to become the Company's largest
shareholder. The Company also intends to use the Placing proceeds
to repay in cash the outstanding amount of US$421,313 owing to Lind
Partners LLC ("Lind") under the Funding Agreement dated 6 November
2018. Under the Funding Agreement, once notified of the Company's
intention to repay the loan, Lind have the right within 10 business
days to convert up to 25% of the face value of the loan (US225,000)
into equity at a price per Ordinary Share being the lesser of (i)
GBP0.40 and (ii) 90% of the average five daily volume weighted
average prices per share as selected by Lind in its sole discretion
during the 20 trading days prior to notifying the Company of its
intention to convert. Any such conversion into equity would occur
at the same time as repayment of the balance of the loan in cash by
Edenville.
The Placing is conditional, inter alia, on shareholders
approving the allotment of the Placing Shares and the Warrants at a
duly convened General Meeting and Admission. The requisite notice
of General Meeting is expected to be sent to shareholders shortly
and a further announcement will be made in this regard.
Brandon Hill has entered into an agreement with Edenville (the
"Placing Agreement") under which, subject to the conditions set out
therein, Brandon Hill has been instructed by Edenville to use its
reasonable endeavours to procure subscribers for the Placing
Shares. The Placing Agreement includes customary provisions
including that the Placing Agreement can be terminated in certain
circumstances.
Proposed board changes
On completion of the Placing, the Directors intend to review the
composition of the Board, with the appointment of at least one
additional non-executive director proposed to be made.
Total Voting Rights
On Admission, assuming no issue of new Ordinary Shares takes
place prior to the General Meeting, the total issued share capital
of the Company with voting rights will comprise 21,645,575 Ordinary
Shares. Including the Warrants, the Adviser Warrants and the Broker
Warrants (as defined below), as well as the existing options and
warrants, the fully diluted share capital of the Company will
comprise 33,961,000 Ordinary Shares.
Issue of Adviser Warrants
The Company also announces that following completion of the
Placing a corporate adviser will be issued 117,456 warrants to
subscribe for new Ordinary Shares at a price of 35p pence per
share, exercisable for a period of three years ("Adviser
Warrants").
Significant Shareholder and Director Participation
Brandon Hill, including Neal Griffith and Oliver Stansfield
(collectively the "Brandon Hill Group"), who currently hold
1,997,248 Ordinary Shares, representing 17.0% of the Company's
current issued share capital, have agreed to subscribe for, in
aggregate, 1,362,640 Placing Shares representing a cash
subscription of GBP340,660. Following Admission, the Brandon Hill
Group's revised holding of 3,359,888 Ordinary Shares will represent
15.5% of the Company's issued share capital as enlarged by the
Placing.
Brandon Hill Capital has been granted warrants over, in
aggregate, 495,000 Ordinary Shares as part of its fee for arranging
the Placing (the "Broker Warrants"). The Broker Warrants have a
3-year life and an exercise price of 25p per Ordinary Share.
Pitchcroft Capital Limited and its executives, namely Alexander
Fullard, William Orgee and David Thomas (collectively the
"Pitchcroft Group"), who currently hold 1,578,327 Ordinary Shares,
representing 13.4% of the Company's current issued share capital,
have agreed to subscribe for, in aggregate, 1,077,160 Placing
Shares representing a cash subscription of GBP269,290. Following
Admission, the Pitchcroft Group's revised holding of 2,655,487
Ordinary Shares will represent 12.3% of the Company's issued share
capital as enlarged by the Placing.
John Story, who currently holds 1,379,161 Ordinary Shares,
representing 11.7% of the Company's current issued share capital,
has agreed to subscribe for 941,236 Placing Shares representing a
cash subscription of GBP 235,309 . Following Admission, John
Story's revised holding of 2,320,397 Ordinary Shares will represent
10.7% of the Company's issued share capital as enlarged by the
Placing.
RAB Capital, who currently hold 1,200,000 Ordinary Shares,
representing 10.2% of the Company's current issued share capital,
has agreed to subscribe for 818,964 Placing Shares representing a
cash subscription of GBP204,741. Following Admission, RAB Capital's
revised holding of 2,018,964 Ordinary Shares will represent 9.3% of
the Company's issued share capital as enlarged by the Placing.
Alistair Muir, Non-executive Director, has agreed to subscribe
for 100,000 Placing Shares representing a cash subscription of
GBP25,000. Following Admission, Mr Muir will be interested in
100,000 Ordinary Shares, representing 0.5% of the Company's issued
share capital as enlarged by the Placing.
In the event that their respective individual interests equal or
exceed 25% of the issued share capital of the Company in the
future, the Brandon Hill Group, the Pitchcroft Group, John Story
and Mr Buckingham have each agreed to enter into a Relationship
Agreement with the Company and Strand Hanson Limited (in its
capacity as Nominated Adviser) on customary terms to be negotiated
and agreed.
Related Party Transactions
The Brandon Hill Group, the Pitchcroft Group, John Story and RAB
Capital are Substantial Shareholders holding in each case more than
10% of the Company's issued share capital and are therefore related
parties as defined by the AIM Rules for Companies. In addition,
Alistair Muir, by virtue of his role as a Non-executive Director,
is a related party as defined by the AIM Rules for Companies (the
"Related Parties").
Accordingly, the participation of the Related Parties in the
Placing and the issue of Broker Warrants to the Brandon Hill Group
constitute related party transactions pursuant to Rule 13 of the
AIM Rules for Companies.
The Independent Directors, being the Directors other than
Alistair Muir, having consulted with the Company's nominated
adviser, Strand Hanson Limited, consider that the terms of the
Related Parties' participation in the Placing and the issue of the
Broker Warrants to the Brandon Hill Group, are fair and reasonable
insofar as Edenville's shareholders are concerned.
Dr Jeff Malaihollo, Edenville's current Chairman and acting CEO,
commented :
" I am delighted to welcome Tony Buckingham as a new
shareholder. His experience and network of relationships are
expected to open up additional asset acquisition opportunities. The
Company announced earlier this year it intends to bring additional
assets into the portfolio following the intended handover of
operations at Rukwa to its strategic partner ILTL . T he Placing,
subject to shareholder approval, should , in our view, now provide
the catalyst for these exciting developments to take place.
"I look forward to providing further updates as matters
progress. "
This announcement contains inside information for the purposes
of the market abuse regulation (EU No. 596/2014) ("MAR").
For further information please contact:
Edenville Energy Plc
Jeff Malaihollo - Chairman &
CEO +44 (0) 20 3934 6630
Strand Hanson Limited
(Financial and Nominated Adviser)
James Harris
Rory Murphy
Georgia Langoulant +44 (0) 02 7409 3494
Brandon Hill Capital Ltd
(Broker)
Oliver Stansfield
Jonathan Evans +44 (0) 20 7936 5200
IFC Advisory Limited
(Financial PR and IR)
Tim Metcalfe
Florence Chandler +44 (0) 20 3934 6630
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END
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(END) Dow Jones Newswires
May 05, 2021 02:00 ET (06:00 GMT)
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