Prospex Energy PLC Update re Clarification of Share Authorities (0774M)
September 17 2021 - 2:00AM
UK Regulatory
TIDMPXEN
RNS Number : 0774M
Prospex Energy PLC
17 September 2021
Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and
Gas
17 September 2021
Prospex Energy PLC
Update re Clarification of Share Authorities
Prospex Energy PLC ('Prospex' or the 'Company'), the AIM quoted
investment company (AIM:PXEN) focused on European gas and power
projects, confirms that, further to its 8 September 2021 RNS, it
has now received advice from independent legal counsel on relevant
share authorities relating to certain prior issues of Ordinary
Shares in the Company.
Counsel's opinion is that the Share Authorities granted in July
2018 relating to the issue of the 2018 loan notes and warrants (as
announced on 12 October 2018) (the "2018 Notes") did not roll-over
into the convertible loan note agreements issued in December 2020
(the "2020 Notes") for those holders of the 2018 Notes that agreed
to subscribe for 2020 Notes. As a consequence, the Company and its
then Directors (two of whom presently serve on the Board), albeit
acting in good faith, nevertheless acted in error and did not have
sufficient available share authorities to issue all of the
50,000,000 new Ordinary Shares issued in the March 2021 placing. It
is calculated that 8,766,473 Ordinary Shares were issued as part of
this March 2021 placing in excess of the share authorities
available at that time. The relevant Directors apologise to
shareholders and corporate procedures have been updated to ensure
there is no repetition of this error. The Board can confirm that it
has been advised that there is no sanction against the Company as a
result of this error.
The Company confirms again that it has been advised that this
matter does not affect the rights (voting, or otherwise) of any
Ordinary Shares issued as part of the March 2021 placing or the
validity of the rights of any outstanding warrant or option holder.
In particular, shareholders should be reassured that the 50,000,000
Ordinary Shares issued as part of the March 2021 placing are not
invalidated by this oversight.
The Company has previously confirmed that the convertible loan
notes and warrants issued in December 2020 as announced in the
Company's RNS dated 24 December 2020, were issued correctly using
available headroom pursuant to the share authorities granted at the
AGM on 30 June 2020.
Total Voting Rights
Despite this oversight, the Company confirms that there are
currently 163,887,757 Ordinary Shares in issue. Deducting the 7,361
held in Treasury means that a figure of 163,880,396 Ordinary Shares
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 and Transparency Rules.
* * ENDS * *
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.
For further information visit www.prospex.energy or contact the
following:
Mark Routh Prospex Energy PLC Tel: +44 (0) 20 7236
1177
Rory Murphy Strand Hanson Limited Tel: +44 (0) 20 7409
Ritchie Balmer 3494
Colin Rowbury Novum Securities Limited Tel: +44 (0) 20 7399
Jon Belliss 9427
Duncan Vasey Peterhouse Capital Limited Tel: +44 (0) 20 7220
9797
Susie Geliher St Brides Partners Ltd Tel: +44 (0) 20 7236
Catherine Leftley 1177
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END
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