THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION
(596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY
THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI
2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
ACP Energy PLC
("ACP" or the
"Company")
Funding Facility and Directors'
Dealings
ACP Energy plc (ACPE.L), a company formed to
capture value accretive opportunities in the oil & gas
industry, announces it has entered into a funding Facility of
£250,000 with Tristream Resources PTE. LTD. ("Tristream"), a private company
incorporated in Singapore which provides alternative financing to
mid-tier natural resources companies, and the transfer of shares
from certain founder shareholders and directors to
Tristream.
Background
In January 2023, the Company announced that it
had identified an initial acquisition target and entered into a
sale and purchase agreement for an equity interest in assets
producing approximately 4,100 barrels of oil per day in a highly
prolific basin in Ecuador. The transaction would constitute a
reverse takeover pursuant to the Listing Rules and trading in the
Company's shares was suspended pending publication of the necessary
documentation for readmission to occur. In September 2023, the
Company announced that it had substantially concluded the
documentation required to complete the transaction and move the
company's quotation to AIM. The transaction has been subject
to significant delay and, as announced on 7 August 2024, the
directors of the Company do not consider there to be any likelihood
of the transaction completing.
As a result of the work required for the
proposed acquisition and readmission process, the Company incurred
substantial transaction fees which has led to it having material
working capital constraints. The directors believe that, in the
absence of a funding solution, the Company would be unable to
pursue an alternative acquisition and would therefore likely need
to seek a dissolution or a liquidation of the Company. In such an
event, there would be no return to shareholders.
Accordingly, as also announced on 7 August
2024, the directors have sought alternative options to advance the
Company and secure funding and, in this regard, they have been
introduced to Tristream.
Funding
Facility
On 13 September 2024, the Company entered into
a loan agreement with Tristream to provide a loan facility (the
"Facility) to the Company
of £250,000 which has now been fully drawn down.
The purpose of the Facility is to provide the
Company with sufficient funds to identify and progress an
acquisition opportunity in the natural resources sector and
recommence the process of admitting the Company's shares to trading
on AIM following completion of an acquisition. It is the intention
of Tristream to assist the Company in identifying suitable
opportunities and, whilst no specific opportunity has yet been
identified, the directors expect to advance this position as
quickly as possible.
Further key terms of the loan agreement are
briefly summarised below:
·
Interest shall accrue on the loan at a rate of six per cent
per annum and will be repaid on the final repayment date. If
there is any late payment under the agreement, the interest rate
shall be increased by 2%.
· The
loan will be repayable on the tenth anniversary of the agreement,
or such other date as might be agreed in writing by the Company and
Tristream.
· The
loan is unsecured.
·
Both the Company and Tristream are providing customary
warranties and representations to the other, and there are
customary provisions on default.
· The
loan shall not prohibit the Company from undertaking additional
borrowing.
In conjunction with agreeing the Facility,
certain directors and founder shareholders ("Founders"), further details of which
are included below, have agreed to gift 23,766,000 ordinary shares
to Tristream for nil consideration (the "Transfer"). As the Founders are
unable to transfer their options to Tristream, the Founders have
agreed to waive their rights in respect of 12,749,465 options held
by them since the IPO ("the
Waiver"). Furthermore, the Company has agreed to grant to
Tristream a total of 12,749,465 options (being an equal number of
options being waived pursuant to the Waiver), on substantially the
same terms as the options granted on IPO and conditional upon the
Company obtaining relevant shareholder authorities at its next
annual general meeting (the "Option Grant"). For the avoidance
of doubt, the Option Grant is not conditional upon the Waiver.
Neither the Transfer nor the Waiver nor the Option Grant will
result in any payment or payments being made to any of the
Founders (nor any persons connected with them) in cash, or
otherwise, nor will any cash payment, or otherwise, be made or
become due to the Founders as a result of the Transfer Waiver or
Option Grant, including, without limitation, any commission, bonus
or any form of transaction fee.
It is proposed that, on completion of the
Transfer, Pradipto Mazumder (being a nominee director of Tristream)
will join the board of the Company ("Nominee Director"). The Nominee
Director, will be appointed subject to completion of regulatory due
diligence, Stuart Firth will resign as a director of the Company,
with immediate effect. with all other existing directors remaining
("Continuing
Directors"). The terms on which the Continuing
Directors are engaged by the Company will not be subject to any
amendment or variation as a result of the Transfer Waiver or Option
Grant which would confer any financial benefit on them, for
example, an increase in their salary, by way of compensation or
otherwise which also includes emoluments and benefits. Stuart Firth
will not receive any compensation of any kind associated with his
resignation as a director.
Pursuant to the Transfer, Tristream has entered
into a lock-in and orderly market agreement with the Company.
Under the terms of the agreement, Tristream has undertaken to the
Company that not to sell or otherwise dispose of or agree to sell
or dispose of any of their interests (direct or indirect) in the
Ordinary Shares held by them for a period of twelve months
commencing on the date of Admission. In addition, the Locked-In
Parties shall be subject to orderly market arrangements during the
twelve months after the initial one-year lock-in period.
Save as disclosed, no other agreements have
been entered into as a result of the Transfer Waiver or Option
Grant between any of the Founders, the Company or
Tristream.
There will be no change to the issued share
capital of the Company prior to and following the Transfer which
comprises 46,600,000 ordinary shares of £0.002p. Further, taking
account of the Waiver and the Option Grant, it is intended that
(subject to relevant authorities being obtained to enable the
Option Grant) there will be no change to the number of
outstanding options and warrants over new ordinary shares in the
Company which totals 24,998,950 and 5,548,000 respectively.
Following the Transfer, Tristream will be interested in 23,766,000
ordinary shares and, subject to relevant authorities being granted,
12,749,465 options, representing 51 per cent. of both the issued
share capital of the Company and its outstanding options. Taking
account of the existing warrants in issue, in which Tristream holds
no interest, on a fully diluted basis Tristream would be interested
in 48.21 per cent. of the enlarged issued share capital of the
Company.
Takeover Code
Disclosures
The Panel on Takeovers and Mergers (the
"Panel") has been consulted
in relation to the Transfer in respect of Note 12 to Rule 9.1 of
the Takeover Code (the "Code") and has agreed to waive the
requirements under Rule 9 of the Code for Tristream to make a
mandatory offer for the Company.
Each of the Company and the Founders confirm
that they have not entered into any contracts with Tristream in the
last 12 months nor lent to it any securities. Tristream further
confirms that it has not dealt in the Company's securities, nor has
it been subject to any disqualifying transactions (as defined in
the Code) or borrowed ordinary shares in the Company from any
party.
Tristream, which is owned by Pradipto Mazumder
(the Nominee Director) together with his wife Sangita Jana in equal
proportions (who are also both the Directors of Tristream) provides
financing solutions to mid-tier companies in the natural resources
sector using its expertise in finance, engineering and geology.
Following completion of the Facility, Transfer and Waiver, it is
the intention of Tristream to use its expertise and contacts to
assist the Company in identifying and executing a reverse
transaction in the natural resources sector. As previously
disclosed, it is the intention of the Company to seek to move
trading in its securities to AIM at the time of a reverse
transaction and there is no intention to change this as a result of
the Facility, Transfer Waiver or Option Grant. Accordingly,
it is not the intention of Tristream to be involved in the day to
day management of the Company, to establish any research and
development activities or to effect any changes to any of the
Company's employment contracts, head office location or places of
business. The Company does not operate a pension scheme for
employees. The Company has negligible fixed assets and Tristream as
no intention to redeploy any asset.
There will be no change to Tristream's business
activities as a result of the Facility, Transfer Waiver or Option
Grant.
Cairn Financial Advisers LLP, which has been
retained to provide advice to the Company, has confirmed to the
directors of the Company that, in its opinion, the terms of the
Transfer are fair and reasonable so far as the Company's
shareholders are concerned. In providing this opinion, Cairn has
taken into account the commercial assessments of the directors of
the Company and the alternative options available to the Company
and its shareholders.
Concert Party
Disclosures
The Code applies to the Company. Under Rule 9
of the Code, any person who acquires an interest in shares which,
taken together with shares in which that person or any person
acting in concert with that person is interested, carry 30% or more
of the voting rights of a company which is subject to the Code is
normally required to make an offer to all the remaining
shareholders to acquire their shares.
Similarly, when any person, together with
persons acting in concert with that person, is interested in shares
which in the aggregate carry not less than 30% of the voting rights
of such a company but does not hold shares carrying more than 50%
of the voting rights of the company, an offer will normally be
required if such person or any person acting in concert with that
person acquires a further interest in shares which increases the
percentage of shares carrying voting rights in which that person is
interested.
An offer under Rule 9 must be made in cash at
the highest price paid by the person required to make the offer, or
any person acting in concert with such person, for any interest in
shares of the company during the 12 months prior to the
announcement of the offer.
The Company had previously agreed with the
Panel that the Founders were acting in concert ("Founders' Concert Party"). The Company
has agreed with the Panel that Tristream is not acting in concert
with the Founders and, therefore, as a result of the Transfer,
there will be two dominant shareholder groups as set out in the
table below.
Following completion of the Transfer, the
members of the Founders' Concert Party will be interested in
6,234,000 ordinary shares,
representing 13.38% of the voting rights of the Company. Assuming
exercise in full by the members of the Founder's Concert Party
of 12,249,485 options held by
it following the Waiver (and assuming that no other person converts
any convertible securities or exercises any options or any other
right to subscribe for shares in the Company), the members of the
Founders' Concert Party would be interested in 18,483,485 shares,
representing approximately 31.41% of the enlarged voting rights of
the Company.
Further, following completion of the Transfer,
Tristream will be interested in 23,766,000 ordinary shares, representing 51.00%
of the voting rights of the Company. Assuming exercise in full by
Tristream of 12,749,465
options held by it (and assuming that no other person
converts any convertible securities or exercises any options or any
other right to subscribe for shares in the Company), Tristream
would be interested in 36,515,465 ordinary shares, representing
approximately 61.53% of the enlarged voting rights of the
Company.
A table showing the respective individual
interests in shares of the members of the Founders' Concert Party
and Tristream, prior to the Transfer and Waiver, following the
Transfer and Waiver and in the event of the exercise of options
(assuming relevant authorities are granted for the purposes of the
Option Grant) held by them is set out below:
|
|
Interests prior to the
Transfer
|
Interests following the
Transfer
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
Number of Ordinary Shares
held
|
Interest in Ordinary
Shares
|
Number of Options over
Ordinary Shares
|
Number of Ordinary Shares
held
|
Interest in Ordinary
Shares
|
Number of Options over
Ordinary Shares
|
Maximum Controlling
Interest3
|
|
|
|
|
|
|
|
|
|
|
Founders' Concert Party
|
|
|
|
|
|
|
|
|
Blumen Capital
Limited1
|
6,875,000
|
14.75%
|
7,142,500
|
1,428,625
|
3.07%
|
3,499,825
|
9.84%
|
|
La Tourelle Consulting
Ltd2
|
6,875,000
|
14.75%
|
7,142,500
|
1,428,625
|
3.07%
|
3,499,825
|
9.84%
|
|
James Orbell
|
6,875,000
|
14.75%
|
3,571,450
|
1,428,625
|
3.07%
|
1,750,010
|
6.57%
|
|
Paul Welch
|
6,875,000
|
14.75%
|
7,142,500
|
1,428,625
|
3.07%
|
3,499,825
|
9.84%
|
|
Stuart Firth
|
2,500,000
|
5.36%
|
Nil
|
519,500
|
1.11%
|
Nil
|
1.11%
|
|
Founders' Concert Party total
|
30,000,000
|
64.38%
|
24,998,950
|
6,234,000
|
13.38%
|
12,249,485
|
31.41%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tristream Capital PTE.
LTD.
|
Nil
|
Nil
|
Nil
|
23,766,000
|
51.00%
|
12,749,465
|
61.53%
|
|
Tristream total
|
Nil
|
Nil
|
Nil
|
23,766,000
|
51.00%
|
12,749,465
|
61.53%
|
|
|
|
|
|
|
|
|
|
|
Other shareholders
|
16,600,000
|
35.62%
|
Nil
|
16,600,000
|
35.62%
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
46,600,000
|
100.00%
|
24,998,950
|
46,600,000
|
100.00%
|
24,998,950
|
|
Notes:
1 Carlos Flores, who is not a director, holds the legal and
beneficial interest in the share capital of Blumen Capital
Ltd.
2 John Philip Tyler, a director of the Company, is also a
director of La Tourelle Consulting Ltd. Mr Tyler has no legal or
beneficial interest in the share capital of La Tourelle Consulting
Limited. Mrs Francine Sarah Habib is the sole shareholder of La
Tourelle Consulting Limited holding 100 per cent. of the share
capital
3 The maximum controlling interest is calculated on the basis of
only that shareholder exercising the share options held by it and
that relevant authorities are granted for the purposes of the
proposed Option Grant.
Following
completion of the Transfer, Tristream will hold shares carrying
more than 50% of the voting rights of the Company and may
accordingly increase their aggregate interests in shares without
incurring any obligation to make an offer under Rule 9, although
any persons acting in concert with Tristream will not be able to
increase their percentage interests in shares through or between a
Rule 9 threshold without Panel consent.
Responsibility
Statements
The directors of the Company accept
responsibility for all information contained in this announcement,
including expressions of opinion, relating to the Company or
themselves, their immediate families, related trusts and connected
persons. To the best of the knowledge and belief of the directors
of the Company (who have taken all reasonable care to ensure that
such is the case) the information contained in this announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
The Founders, to the extent that they are not
directors of the Company, accept responsibility for the information
contained in this announcement, including expressions of opinion,
relating to themselves, their immediate families, related trusts
and connected persons. To the best of the knowledge and belief of
the Founders who are not directors of the Company, (who have taken
all reasonable care to ensure that such is the case) the
information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such
information.
Tristream accepts responsibility for the
information contained in this announcement, including expressions
of opinion, relating to its connected persons. To the best of the
knowledge and belief of Tristream, (which has taken all reasonable
care to ensure that such is the case) the information contained in
this announcement for which it accepts responsibility is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
For further information:
www.acpenergyplc.com
|
ACP
Energy
|
|
|
Paul Welch, Executive Chairman
|
+44 20 7193 2376/
stacey@acpenergyplc.com
|
|
|
|
|
Cairn
Financial Advisers LLP
|
+44 20 7213 0880
|
|
Rule 3
Advisers
|
|
|
Jo Turner / Liam Murray
|
|
|
|
|
|
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely
associated
|
|
a.
|
Name
|
1. James Orbell
2. Paul Welch
3. Stuart Firth
|
|
2
|
Reason for notification
|
|
|
a.
|
Position/Status
|
Director
|
|
b.
|
Initial
notification/
Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction
monitor
|
|
a.
|
Name
|
ACP Energy plc
|
|
b.
|
LEI
|
984500U7BE6CK4AFD732
|
|
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 financial
instrument, type of instrument
Identification Code
|
Ordinary shares of
£0.002 each
GB00BNVSX371
|
|
b.
|
Nature of the
transaction
|
Gift of Ordinary shares of
£0.002 each
|
|
c.
|
Price(s) and
volume(s)
|
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
|
1. Nil
2. Nil
3. Nil
|
5,446,375
5,446,375
1,980,500
|
|
|
|
|
d.
|
Aggregated
information
|
12,873,250 ordinary shares at Nil
cost
|
|
e.
|
Date of the
transaction
|
13 September 2024
|
|
f.
|
Place of the
transaction
|
London, UK
|
|
|
|
|
|
|
|
|
| |
