TIDMPPC
RNS Number : 6858Q
President Energy PLC
22 June 2020
22 June 2020
PRESIDENT ENERGY PLC
("President" or the "Company")
Result of General Meeting
President Energy (AIM: PPC), the upstream oil and gas company
with a diverse portfolio of production and exploration assets
focused primarily South America, announces that the resolutions
proposed at its General Meeting held earlier today, and as set out
in the Circular sent to shareholders on 4 June 2020 ("the
Circular"), were all duly passed. Accordingly, the Subscription,
the Loan Conversion, the Placing and the Retail Offer will all
become unconditional on 23 June 2020 at the time that the
Subscription Shares, the Conversion Shares, the Placing Shares and
the Retail Offer Shares are admitted to trading on AIM.
The Company has also today announced its annual results for the
year ended 31 December 2019.
Accordingly, and further to the announcement made on 3 June 2020
and following the announcement of the Company's annual results, IYA
Global Limited ("IYA"), a company beneficially owned by Peter
Levine, has entered into an agreement to amend the existing
unsecured loan facility between IYA Global Limited and President
("IYA Loan Facility"). The agreement to amend the IYA Loan Facility
provides for a reduction in the conversion price (in respect of the
convertible part of the IYA Loan facility) from 4.65 pence per
share to 1.85 pence per share and provides for an increase in the
amount to be converted up to US$5,263,850.59. In addition, the
maturity date of the IYA Loan Facility has been extended until 31
December 2024 with the option on the part of the Company to repay
the facility in part or whole without penalty at any time prior to
that date. As part of the amendment agreement, IYA has agreed to
convert the full amount of the convertible part of the IYA Loan
Facility into 227,000,000 new Ordinary Shares ("Conversion Shares")
at 1.85 pence per share. It is intended that the Conversion Shares
will be issued to PLLG Investments Limited ("PLLG").
Following the conversion referred to above Peter Levine (through
his investment vehicle PLLG) will hold 601,453,462 Ordinary Shares
of the Company representing 29.95 per cent of the Company's
enlarged share capital.
In addition, as set out in the Circular, certain Directors and
other employees of the Company who intended to subscribe directly
with the Company for Placing Shares in the Placing at the Placing
Price have entered into subscription agreements in relation to a
total of 15,136,619 Placing Shares. (the "Directors' Subscription")
The participation of the relevant Directors is set out in the table
below:
Director Number of Placing Resultant shareholding % of Enlarged
Shares acquired post Placing Issued Share
Capital
Rob Shepherd 8,108,108 9,170,502 0.5
------------------ ----------------------- --------------
Jorge Dario Bongiovanni 3,547,296 3,704,475 0.2
------------------ ----------------------- --------------
The entry into the IYA Loan Facility, the issuance of the
Conversion Shares and the Directors' Subscriptions are related
party transactions for the purposes of Rule 13 of the AIM Rules for
Companies. Alexander Moody-Stuart, an independent director for
these purposes, confirms, having consulted with the Company's
Nominated Adviser, that the terms of the IYA Loan Facility, the
issuance of the Conversion Shares and the Directors' Subscriptions
are fair and reasonable insofar as the Company's shareholders are
concerned.
Application has been made for the Subscription Shares, the
Conversion Shares, the Placing Shares and the Retail Offer Shares
being a total of 741,642,271 new Ordinary Shares (together "the New
Shares") to be admitted to trading on AIM and dealings are expected
to commence on 23 June 2020 ("Admission").
The Subscription Shares and the Loan Conversion Shares (as
defined in the Circular) will be issued respectively to Trafigura
and to PLLG Investments Limited ("PLLG"). Following admission of
the Subscription Shares and the Loan Conversion Shares becoming
effective in accordance with Rule 6 of the AIM Rules, Trafigura and
PLLG will own respectively 334,743,721 and 601,453,462 ordinary
shares in the Company, representing 16.7% and 29.95 % of the
Company's enlarged issued share capital.
The New Shares will rank pari passu with the existing shares of
the Company. Following Admission, the Company's issued share
capital will consist of 2,007,914,603 Ordinary Shares. Accordingly,
the figure of 2,007,914,603 may be used by shareholders 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 Company under the FCA's Disclosure Guidance and
Transparency Rules.
Unless the context requires otherwise, capitalised terms used in
this Announcement have the meaning set out in the announcement of
the Company of 3 June 2020.
S
President Energy PLC
Peter Levine, Chairman
Rob Shepherd, Group FD +44 (0) 207 016 7950
finnCap (Nominated Advisor)
Christopher Raggett, Charlie Beeson +44 (0) 207 220 0500
Shore Capital (Broker)
Jerry Keen, Antonio Bossi + 44 (0) 207 408 4090
Tavistock (Financial PR)
Nick Elwes, Simon Hudson +44 (0) 207 920 3150
Notes to Editors
President Energy is an oil and gas company listed on the AIM
market of the London Stock Exchange (PPC.L) primarily focused in
Argentina, with a diverse portfolio of operated onshore producing
and exploration assets.
The Company has operated interests in Puesto Flores, Estancia
Vieja, Puesto Prado, Angostura and Las Bases, Rio Negro Province
and in the Puesto Guardian Concession, in the Noroeste Basin in NW
Argentina. Alongside this, President Energy has cash generative
production assets in Louisiana, USA and further significant
exploration and development opportunities through its acreage in
Paraguay and Argentina.
The Group is also actively pursuing value accretive acquisitions
of high-quality production and development assets in Argentina
capable of delivering positive cash flows and shareholder returns.
With a strong institutional base of support, including the IFC,
part of the World Bank Group, an in-country management team as well
as a Board whose interests are aligned to those of its
shareholders, President Energy gives UK investors rare access to
the Argentinian growth story combined with world class standards of
corporate governance, environmental and social responsibility.
This announcement contains inside information for the purposes
of article 7 of Regulation 596/2014
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: 1. Peter Levine
2. Rob Shepherd
3. Jorge Bongiovanni
4. Dr. Martin Gee
5. Scott Daspit
6. Jordan Coleman
-------------------------------- ------------------------------------------
2. Reason for the notification
----------------------------------------------------------------------------
a) Position/status: 1. PDMR - Chairman & Chief Executive
2. PDMR - Group Finance Director
3. PDMR - Non-Executive Director
4. PDMR - Head of Sub-Surface
5. PDMR - VP Operations USA
6. PDMR - Operations Manager
-------------------------------- ------------------------------------------
b) Initial notification/Amendment: Initial notification
-------------------------------- ------------------------------------------
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
----------------------------------------------------------------------------
a) Name: President Energy Plc
-------------------------------- ------------------------------------------
b) LEI: 213800MA2ZN22I4ITA79
-------------------------------- ------------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type
of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
----------------------------------------------------------------------------
a) Description of the Ordinary shares of 1 penny per
financial instrument, share
type of instrument:
ISIN: GB00B3DDP128
Identification code:
-------------------------------- ------------------------------------------
b) Nature of the transaction: P urchase of Ordinary Shares
-------------------------------- ------------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
1. Peter Levine 227,000,000
------------
2. Rob Shepherd 8,108,108
------------
3. Jorge Bongiovanni 3,547,296
------------
4. Dr. Martin
Gee 2,149,338
------------
5. Scott Daspit 646,865
------------
6. Jordan Coleman 323,432
------------
All at 1.85 pence per share
-------------------------------- ------------------------------------------
d) Aggregated information: as in 4 c) above
Aggregated volume:
Price:
-------------------------------- ------------------------------------------
e) Date of the transaction: 23 June 2020
-------------------------------- ------------------------------------------
f) Place of the transaction: AIM, London Stock Exchange (XLON)
-------------------------------- ------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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June 22, 2020 09:07 ET (13:07 GMT)
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