AIM Schedule One Update - Afentra PLC (5530V)
December 04 2023 - 5:00AM
UK Regulatory
TIDMAET
RNS Number : 5530V
AIM
04 December 2023
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Afentra plc ("Afentra" or the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
Registered Office & Head Office:
High Holborn House
52-54 High Holborn
London
England
WC1V 6RL
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
https://afentraplc.com/aim-rule-26/
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Afentra, formerly Sterling Energy plc, was launched in 2021
to support the African energy transition as a responsible,
well managed independent oil and gas company, assisting in
the continued economic and social development of African economies
through responsible management of their oil and gas assets
and bridging the gap to renewable and other sustainable forms
of energy. Afentra aims to access, redevelop and maximise the
full potential of existing producing fields and undeveloped
discoveries that no longer fit the portfolio of IOCs and host
governments in a safe, responsible and sustainable manner.
The Company is in the process of acquiring the following non-operating
interests in assets located offshore Angola:
* 14% interest in Block 3/05 and a 40% interest in
Block 23 offshore Angola from Sonangol Pesquisa e
Produção S.A. ("Sonangol") for an aggregate
consideration, including maximum deferred
consideration, of approximately US$91.0 million (the
"Sonangol Acquisition"); and
* a further 12% interest in Block 3/05 and a 12% (and
potentially up to 16%) interest in Block 3/05A
offshore Angola from Azule Energy Angola Production
B.V. for an aggregate consideration, including
maximum deferred consideration, of approximately
US$84.5 million (the "Azule Acquisition").
Pursuant to Rule 14 of the AIM Rules for Companies, the Sonangol
Acquisition constitutes a reverse takeover and therefore admission
is being sought as a result of such reverse take-over. Admission
is not contingent on completion of the Azule Acquisition.
Afentra also has an interest in a high potential exploration
project, onshore southwestern Somaliland. The Odewayne Block
covers a very large area (circa 22,000km(2)), located adjacent
to the border with Ethiopia. The PSA covers block SL6 and part
of blocks SL7 and SL10.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
Number of ordinary shares of GBP0.1 each ("Ordinary Shares")
for which Admission is being sought: 220,053,520
There are no restrictions as to the transferability of the
Ordinary Shares.
No Ordinary Shares are or will be held in treasury on Admission.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
No capital to be raised on Admission
Anticipated Market Capitalisation on Admission: Approx. GBP
65 million (based on the closing price of existing Ordinary
Shares admitted to AIM of GBX 29.50 on 9 November 2023.
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
26.06%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
Not applicable
THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION
(Y/N)
N
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Jeffrey (Jeff) Saunders MacDonald - Non-Executive Chairman
Paul McDade - Chief Executive Officer
Ian Richard Cloke - Chief Operating Officer
Anastasia Deulina - Chief Financial Officer
Gavin Hugh Lothian Wilson - Independent Non-Executive Director
Thierry Andre Nicolas Yao Tanoh - Independent Non-Executive
Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Shareholder % of issued % of issued
share capital share capital
pre-Admission on Admission
Askar Alshinbayev 21.86% 21.86%
--------------- ---------------
Denis O'Brien 7.16% 7.16%
--------------- ---------------
Kite Lake Capital Management
(UK) LLP 6.13% 6.13%
--------------- ---------------
Athos Capital Limited 3.13% 3.13%
--------------- ---------------
David and Monique Newlands 3.10% 3.10%
--------------- ---------------
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
Paul Burden (consultant)
Three60 Energy Singapore PTE Ltd
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i)
31 December;
(ii)
30 June 2023 (unaudited);
(iii)
30 June 2024 (audited annual consolidated accounts to 31 December
2023);
30 September 2024 (half yearly report for the six months ending
30 June 2024); and
30 June 2025 (audited annual consolidated accounts to 31 December
2024).
EXPECTED ADMISSION DATE:
Early December 2023
NAME AND ADDRESS OF NOMINATED ADVISER:
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
United Kingdom
NAME AND ADDRESS OF BROKER:
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
United Kingdom
Tennyson Securities
65 Petty France
London
SW1H 9EU
United Kingdom
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
The Admission Document, which contains full details about the
applicant and the admission of its securities, is available
on the Company's website:
https://afentraplc.com/investors/
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
The Quoted Companies Alliance Corporate Governance Code
DATE OF NOTIFICATION:
4 December 2023
NEW/ UPDATE:
New
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END
AIMGCBDDRBGDGXS
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