NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR TO THE UNITED
STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF
SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER
THAN THE UNITED KINGDOM) OR ANY
OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR
RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE
SECTION ENTITLED "IMPORTANT NOTE" TOWARDS THE END OF THIS
ANNOUNCEMENT.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ('MAR). Upon
the publication of this announcement via a Regulatory Information
Service ('RIS'), this inside information is now considered to be in
the public domain.
11 March
2020
ALTONA ENERGY PLC
(“Altona” or “the Company”)
OPEN OFFER OF UP
6,153,846 NEW ORDINARY SHARES
AT 6.5 PENCE PER SHARE TO RAISE UP TO £400,000
The Company announces an Open Offer to raise up to approximately
£400,000 (before expenses) through the issue of up to 6,153,846 new
ordinary shares of 0.01p per share ("Ordinary Shares") in the
Company at an issue price of 6.5
pence per share (the "Open Offer"), a discount of 32% to the
closing price of 9.5 pence on 10
March 2020.The Company has today posted a Circular to shareholders
which will be made available on the Company's website
at www.altonaenergy.com.
For further information, please visit www.altonaenergy.com or
contact:
Altona Energy
plc
Qinfu Zhang, Executive Director
Philip Sutherland, Non-Executive Director |
+44 (0) 7795 168 157
+61 (0)402 440 339 |
Alfred Henry
Corporate Finance Ltd (NEX Corporate Adviser)
Jon Isaacs / Nick Michaels |
+44 (0) 20 3772 0021 |
|
|
Leander (Financial
PR)
Christian Taylor- Wilkinson
|
+44 (0) 7795 168 157 |
Company Information
Altona is an exploration
company focused on the evaluation, development and extraction of
coal assets in South Australia
though the process of in-situ gasification.
The Company was admitted to trading on AIM on 10 March 2005 and was subsequently admitted to
NEX on 1 February 2019. A copy of its admission documents
dated 4 March 2005 can be accessed on
its website, www.altonaenergy.com. This website is where
items can be inspected under Rule 75 of the NEX Rules for Issuers,
from 1 February 2019.
Introduction to the Open Offer
We are writing to you to offer you the opportunity to be part of
Altona’s next phase of its operational development in South Australia, by subscribing to a new issue
of shares in the Company. The Company is looking to raise up to
£400,000 to acquire a new mining licence and to pay for exploration
costs and working capital for the next 12 months.
When considering the options to raise new capital, the Board
unanimously agreed that its long-term, loyal shareholders should
take preference over seeking funding from new sources. Therefore,
the Company is making this initial, direct approach to its
shareholders, preventing further dilution in an already much
diluted stock.
The Company is currently short of cash and will not be able to
purchase the mining licence, nor probably to continue trading on
NEX Exchange Growth Market beyond June
2020, without raising funds. The Board has calculated that a
minimum cash requirement of £250,000 is needed to enable it to
acquire the tenement licence, appoint its mining engineers in
Australia to start exploration
work (of which there are more details below) and provide working
capital for 6 months. However, a more suitable capital raise of
£400,000 will provide sufficient funds for the Company to trade for
the next 12 months and move past the initial exploration stages.
However, should the Open Offer not be successful and the Company
fails to raise the minimum requirement, the Board will need to
consider the viability of the Company going forward and consider
all options in this regard.
The events of 2018 saw a heavy toll on the share price, leaving
the value of Altona at a fraction
of its market capitalisation by the end of that year. Other poor
decisions made during 2018, such as the 1000 to 1 share
consolidation and the re-aligned business strategy to pursue an
investment in pyrolysis has caused long-term damage to the market
sentiment and reputation to the Company.
However, we now believe, as a Board, that we have a credible
strategy in place, which will allow a steady recovery of the share
price.
As announced on 21 November 2019,
the Company has entered into exclusive negotiations with a third
party, Ahava Energy PTY Ltd, to acquire a new mining licence in
South Australia. This licence, a
Petroleum Exploration Licence Application (“PELA”) will allow the
Company to commence exploration into a viable In-Situ Gasification
(“ISG”) project (also known as Underground Coal Gasification, or
UCG). In 2015, when the Company was at the cusp of starting a
similar project, it was informed that it did not own the necessary
PELA over its three tenements, which put a halt to a similar
project.
The new tenement covered by the PELA is close to the Company’s
historic Arckaringa tenements and covers 5,000 sq kms, twice the
size of the existing tenements. The tenement is divided into two
areas; a smaller northern area which overlaps the Company’s
historic Exploration Licences at Westfield and Murloocoppie to the north and
west, respectively, and a significantly sized southern area (over
4,000 sq km), of which 50% crucially sits outside the
environmentally sensitive Great Artesian Basin, meaning issues,
caused by the natural aquifer of the basin, will be substantially
less.
Long-term shareholders will know that a significant amount of
exploration work has been carried out over the past 15 years in the
western portion of Murloocoppie and the northern portion of
Westfield, where the main
north-south railway line is situated. This data will be utilised
within the initial desk top report to be conducted by WSP Australia
(“WSP”), the Company’s mining consultant.
The more significant and potentially more rewarding southern
area of the PELA, whilst never having been tested for deep coal
deposits suitable for the ISG process is, however, situated between
other major coal bearing tenements, providing enough evidence for
WSP to warrant further investigation. Should this exploration be
successful (i.e. by finding at least two coal bearing deposits
between 100m and 1,400m – the depth most suitable for ISG), the
Company will look to quickly move towards obtaining the necessary
permits and funding to start a test production facility, within 2-3
years.
It has been suggested by WSP that the longer term plan could be
for the Company to create an “Energy Precinct”, utilising wind and
solar energy to reduce costs for the extraction process, leading to
the supply of power (as well as chemical by-products, such as
liquid ammonia, hydrogen, ethanol and other synthetic fuels) to the
South Australian and broader markets.
The Board has spent 2019 removing unnecessary costs from the
Company, by streamlining the board (to three members, following the
removal and resignation of four directors in January 2019) and by reducing its corporate
footprint by closing its offices in London and Australia (until such a time when they are
needed again). We are now dedicated solely to the ISG project, but
will, in time, look at other resources investments which could
bring in an established revenue stream into the Company more
quickly. With that in mind, we are speaking with potential new
board members, both in the UK and Australia and who have experience in the
mining sector. Ideally, we will appoint a new director in
Australia who will have the
responsibility for the day-to-day running of the ISG project, as
well as a new UK director to help with the corporate governance of
the Company’s stock market listing.
The Company is currently listed on the NEX Exchange Growth
Market (“NEX”), which was the only logical choice available to
Altona when the Company’s NOMAD
resigned in November 2018 and the
Company had to leave AIM.
NEX announced on 4 March 2020 that
it had been acquired by Aquis Exchange Plc (AIM: AQX), the
pan-European exchange services group, which utilises dynamic
trading technology, investor networks and its European reach to
improve liquidity and investor access in its constituent stocks.
However, the Board recognises the unsuitability of this exchange
for Altona’s long-term ambitions and will look to re-acquire a
London Stock Exchange listing (either by re-admitting to AIM or to
list on the Standard Market segment of the LSE) at some point in
the future, which we believe will provide better liquidity for the
shares, allowing greater freedom of share trading.
Finally, we are aware of the criticism aimed at companies who
raise capital, usually at a large discount to the price, with new
investors, rather than offering loyal shareholders the opportunity
to participate. We are not such a Company and, as such, welcome
your further support in Altona.
Your Board is fully supportive of this new project, with all three
Directors participating in the Open Offer, and looks forward to
delivering rewards to shareholders in the future.
Use of proceeds
Assuming full take up under the Open Offer, the proceeds
received by the Company will be approximately £400,000 (gross of
expenses), and which will be used as follows: The Company is
required to pay AUD200,000 (approx. £105,000) for PELA 517, with an
initial up-front payment of AUD100,000, followed by two further
tranches to settle the balance within three months. WSP has
estimated costs for the initial two phases of exploration will be
in the region of AUD200,000.
The Company is currently looking for new Directors to join the
Board, in the UK and Australia. It
also engages with a number of advisers during its normal course of
being a mining exploration company with a UK stock market listing.
Fees and other costs associated with these roles will need to be
met during this phase of activity as well as the usual working
capital requirements for the next 12 months.
The Board believes that a minimum capital requirement of
£250,000 will allow it to acquire the tenement licence and instruct
WSP to commence its exploration work. However, at this level of
fund raise, the Board believes it would need to return to the
market to seek further funding within the next six months.
Should the Open Offer deliver a higher level of interest from
shareholders, resulting in a larger commitment of capital than the
£400,000 full take-up, the Board will then decide whether to issue
more shares and take a higher amount in order to fulfil shareholder
demand.
Further information on PELA 517 and
In-Situ Gasification
The Altona Energy (the Company) Board of Directors (BOD) has
been researching suitable resource development opportunities in
Australia that if progressed
appropriately would deliver revenues to the Company. This has
included revisiting the Company’s three Minerals Exploration
Licences (MELs) in the Arckaringa Basin, South Australia. In respect to these, given
their location in the environmentally sensitive Great Artesian
Basin (GAB) and the consequential very significant costs required
to bring a coal development to the point of production, are
considered by the BOD, to be beyond the capacity and resources of
the company. The BOD has, as a consequence and also in
consideration of the statutory holding costs, decided to relinquish
the MELs.
The BOD’s research has included the reconsideration of an
In-situ Gasification Project. Shareholders and others will recall
the Company trying to progress such a project on one of the MELs in
the Arckaringa Basin in South
Australia but was unable to gain the required licence
pursuant to the South Australian Petroleum and Geothermal Energy
Act. The BOD is now pleased to report that the Company is in the
position to acquire an area of land (a petroleum tenement) in
South Australia, that subject to
further investigation, holds some promise as being capable of
hosting a commercially profitable In-situ (Coal) Gasification (ISG)
project.
The predominant product gases from ISG are methane, hydrogen,
carbon monoxide and carbon dioxide. Alternatively, the
gas output can be used to produce synthetic natural gas, or
hydrogen and carbon monoxide can be used as
a chemical feedstock for the production of fuels (e.g.
diesel), fertilizer, explosives and other products. The gas can be
used for electricity generation which will be discussed later in
this statement. The process of ISG enables the development of deep
coal resources where open-cut or underground mining are identified
as not feasible or uneconomic. This could include coal seams that
are too deep, low grade, or have a thin stratum profile. The
important criteria for a viable ISG mine is the scale of the coal
deposit; coal must be at a depth of greater than 100 metres (up to
1400 metres); a coal seam with a thickness of more than 3 metres;
Ash content of less than 60%; minimal discontinuities; coal seam
isolated from valued water aquifers; and overburden that has
suitable properties.
ISG is an industrial process considered to require less capital
and lower operating costs than traditional mining and is a term
applied to a number of different techniques that can produce a fuel
or synthesis gas mixture from coal seams. Since the experimental
research on ISG started in the 1930s there has been a progressive
change in the technologies and improvement in operating methods to
increase efficiency of operations and reduce environmental
impact.
ISG converts coal into product gas while still in the coal seam
(in-situ). While there are a variety of designs for ISG,
essentially gas is produced and extracted through wells drilled
into the unmined coal seam. Injection wells are used to supply the
oxidants (air, oxygen) and steam to ignite the underground
combustion process. The product gas is brought to the surface in a
controlled manner through separate production wells drilled from
the surface. As the coal face burns (underground) and the immediate
area is depleted, volumes of oxidants injected are controlled by
the operator.
The subject tenement to be acquired is covered by Petroleum
Exploration Licence Application (PELA) 517 which is a very large
area comprising approximately 5,000 square kilometres and extending
across two blocks of land, the Main Block (the larger of the two)
and a North Eastern Block. As with our MELs, PELA 517 sits within
the Arckaringa Basin, a highly prospective coal province. Following
the Company’s own exhaustive research and enquiries, WSP Australia
Pty Ltd (WSP), a multinational engineering firm was commissioned by
the Company to undertake a preliminary assessment of the tenement
to determine if the findings of the company’s research was robust
enough to warrant further investigation. Pleasingly, WSP
subsequently reported, based on their preliminary assessment, that
there was good reason to undertake a more detailed assessment of
PELA 517.
WSP reported that earlier exploration drilling by others had
shown that PELA 517 had potential for large coal deposits close to
the surface. Coal at depth however is a requirement for ISG. While
some of the available seismic analysis available to WSP indicted
the possibility of coal at depth in the North-Eastern Block, this
Block has been discounted as an area of interest as the area falls
within the environmentally sensitive GAB. The southern half of the
Main Block is outside of the GAB and located on the eastern
extremity of the Officer Basin, a largely unexplored but known
hydrocarbon bearing basin. Notwithstanding this the area has been
subject to extensive exploration and no direct evidence of coal has
been found.
The immediate primary area of interest for the Company is
therefore the northern part of the Main Block. This area is
still within the GAB but outside of the primary sensitive zone.
Drilling reports show evidence of coal in several sections.
Encouragingly, there is seismic data that may be interpreted as
identifying coal seams at depths from 100 to 1300 metres. WSP have
recommended the progression of an early Stage 1 desktop review of
all of the available data in the PELA 517 with the objective of
preparing a staged programme for a more detailed geological and
hydrological investigation should sufficient coal at depth be
identified in locations where there is potential for an ISG
project.
Subject to funding, the BOD is desirous of commissioning this
early Stage 1 review, and then to escalate the exploration effort
subject to additional favourable information becoming available.
Should a suitable ISG project target area be defined, a mine plan
will be developed together with the identification of the
appropriate ISG mining technology. A wide variety of coals are
amenable to the ISG process and coal grades
from lignite through to bituminous may be
successfully gasified. A great many factors are taken into account
in selecting appropriate locations for ISG, including surface
conditions, hydrogeology, lithology, coal quantity, coal depth and
quality. The project economics including the investment required
and return on this investment will be progressively established.
One body of work will inform the next.
ISG is currently a proven technology with companies developing
projects in Australia
(South Australia), UK,
Hungary, Pakistan, Poland, Bulgaria, Canada, United
States, Chile, China, Indonesia, India, South
Africa, Botswana and
Russia. There is an estimated 60
projects in development around the world. The driver for many ISG
projects producing electricity in particular is energy security.
South Australia has an energy
deficit. With the support of the South Australian Government, the
state currently hosts an ISG project which is successfully being
progressed by Leigh Creek Energy Limited. This project is located
in a remnant open-cut coal mine some distance to the south of PELA
517.
Our ISG project economics will benefit by the relatively close
proximity of PELA 517 to the main Adelaide-Darwin railway line and highway. This
is a ready export route and avoids the costs associated with
constructing the extensive infrastructure necessary to transport
product to market which in some projects exceeds the cost of a
mining operation. The location of PELA 517 is also very likely to
be suitable for the establishment of a very large scale solar farm.
WSP have suggested to the Company that the BOD consider the
development of an ‘energy precinct’ to include ISG, solar, and
hydrogen production. ISG gas output may be combusted for
electricity production on site via a combined cycle power plant -
an assembly of heat engines that work in tandem from the same
source of heat, converting it into mechanical energy. On land, when
used to make electricity the most common type is called a combined
cycle gas turbine (CCGT). This electricity could power the ISG
project, and given the energy deficit in South Australia, potentially be sold to
electricity wholesalers and retailers in that state and the
Northern Territory, and also sold to the many mining operations in
the region.
The BOD believes the Company now has a project, subject to
completing the acquisition of the PELA, and further geological and
hydrological investigation, with very significant potential and
financial upside.
WSP - Proposed Initial Working
Programme
Stage 1: up to 3 months from commencement. Cost approx
AUD30,000
Desktop review of information available – confirm preliminary
assessment
- Undertake review by senior coal geologist on likelihood of coal
presence in the area/s identified
- Review the potential for extensive coal in the two areas
identified in the main block using available data
- Review seismic information available – identify any correlation
with any hole data in both areas
- Identify possible extent of coal field(s), if any
- Prepare very preliminary report on potential cost and benefit
of a geological investigation
- Undertake all relevant hydrogeological studies to determine
water risks and opportunities
Stage 2: up to 6 months from end of Stage 1. Cost up to
AUD150,000 (dependent on initial findings)
- Small seismic programme in the east of the Main Block, with
extension running approx 5 km on orthogonal lines – total 40km line
seismic
- Use seismic results to plan to drill 2-4 holes, coring at least
2 holes
- Correlate seismic results to prepare a coal resource potential
report
- Prepare a report on the potential to develop the resource,
including a forward drilling and testing work programme and
budget
Stage 3: up to 1 year from end of Stage 2: Cost between
AUD500,000 to AUD2 million
- Bring together an integrated project roadmap for the
development of an ISG / mining / energy precinct for PELA517
- Exploration drilling programme, to define the target area for
the ISG project
- Pre-feasibility Study
Shareholder Conference Call –
11am on 18 March: Dial-in Details and
Format
The Directors of Altona, along
with a representative from WSP will host a Shareholder Conference
Call on 18 March at 11am GMT to
address any questions that shareholders may have on the ISG Project
and investment into Altona. The
call will last not longer than 1 hour.
The meeting will be in the form of a Q&A and it is suggested
that participants keep their phones on mute, whilst listening and
only turn this off, if they have a question to ask.
Conference Call PIN: 70891913
Telephone Numbers:
UK
Mobile:
83000
UK
Landline:
0843 373 0843
Australia:
02-8999 0964
China:
010-5387 6269
France:
0821-618272
Germany:
01803-127 127
Worldwide
Mobile: +44 843 373
0999
If you would like to attend the conference call, but live in a
country not listed above, please contact Christian Taylor-Wilkinson via email on
ctw@leanderPR.com prior to 4pm on 17
March, to receive your phone number.
Details of the Open Offer
The Company is proposing to raise up to £400,000 (before
expenses) pursuant to the Open Offer.
The Directors recognise the importance of pre-emption rights to
Shareholders and consequently up to 6,153,846 Open Offer Shares are
being offered to each existing Shareholders by way of the Open
Offer. The Open Offer provides every Qualifying Shareholders with
an opportunity to participate in the Open Offer by subscribing for
their respective Basic Entitlements and Excess Entitlements.
Qualifying Shareholders may subscribe for Open Offer Shares in
proportion to their holding of Existing Ordinary Shares held on the
Record Date. Shareholders subscribing for their full entitlement
under the Open Offer may also request additional Open Offer Shares
as an Excess Entitlement, up to the total number of Open Offer
Shares available to Qualifying Shareholders under the Open Offer.
Shareholders are entitled to apply for shares in excess of their
pre-emption right and any shares left unallocated on the
pre-emption round will be offered to those shareholders expressing
their interest in the shares remaining.
The Open Offer is conditional on the following:
Admission of the Open Offer Shares to trading on NEX becoming
effective on or before 8.00 a.m. on
3 April 2020 (or such later date
and/or time as the Company may decide, being no later than
17 April 2020).
In the event that the Open Offer does not become unconditional
by 11.00 a.m. on 17 April 2020 the Open Offer will lapse and
application monies will be returned by post to the Applicant(s) at
the Applicant’s risk and without interest, to the address set out
in the Application Form, within 14 days thereafter.
The Open Offer Shares will, when issued and fully paid, rank
pari passu in all respects with the Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of Admission.
Basic
Entitlement
Subject to the fulfilment of the conditions set out below and in
Part IV of this document, Qualifying Shareholders are being given
the opportunity to subscribe for Open Offer Shares under the Open
Offer at the Issue Price, payable in full on application and free
of all expenses, pro rata to their existing shareholdings on the
following basis:
1 Open Offer Share for every 1
Existing Ordinary Share
held by Qualifying Shareholders and registered in their name at
the Record Date.
Open Offer Entitlements under the Open Offer will be rounded
down to the nearest whole number and
any fractional entitlements to Open Offer Shares will not be
allocated and will be disregarded. Qualifying Shareholders with
holdings of Existing Ordinary Shares in both certificated and
uncertificated form will be treated as having separate holdings for
the purpose of calculating their Basic Entitlement.
Qualifying Shareholders are also being given the opportunity,
provided that they take up their Open Offer Entitlement in full, to
apply for Excess Shares through the Excess Application
Facility.
Shareholders who are not Qualifying Shareholders may not
participate in the Open Offer, unless the minimum requirement is
not met and the Offer is opened up to the general market.
All Qualifying Shareholders who hold Existing Ordinary Shares on
the Record Date will receive an Open Offer Entitlement and may also
apply for Excess Shares pursuant to the Excess Application
Facility.
If you have sold or otherwise transferred all of your Ordinary
Shares after the ex-entitlement Date, you are not entitled to
participate in the Open Offer.
The Open Offer is not a rights issue. Qualifying CREST
Shareholders should note that, although the Open Offer Entitlements
will be admitted to CREST and be enabled for settlement,
applications in respect of entitlements under the Open Offer may
only be made by the Qualifying Shareholder originally entitled or
by a person entitled by virtue of a bona fide market claim raised
by Euroclear’s Claims Processing Unit. Qualifying
Non-CREST Shareholders should note that the
Application Form is not a negotiable document and cannot be traded.
Qualifying Shareholders should be aware that under the Open Offer,
unlike in a rights issue, any Open Offer Shares not applied for
will not be sold in the market or placed for the benefit of
Qualifying Shareholders who do not apply under the Open
Offer.
Application has been made for the Open Offer Entitlements of
Qualifying CREST Shareholders to be admitted to CREST. It is
expected that such Open Offer Entitlements will be admitted to
CREST on 13 March 2020. The Open
Offer Entitlements will also be enabled for settlement in CREST on
13 March 2020 to satisfy bona fide
market claims only. Applications through the CREST system may only
be made by the Qualifying CREST Shareholder originally entitled or
by a person entitled by virtue of a bona fide market claim.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part IV of this document and for
Qualifying Non-CREST Shareholders on the Application Form.
To be valid, Application Forms (duly
completed) and payment in full for the Open Offer Shares applied
for must be received by no later than 11.00am on 31 March
2020.
Qualifying Non-CREST Shareholders will receive an Application
Form which sets out their maximum entitlement to Open Offer Shares
as shown by the number of Basic Entitlements allocated to them.
All Qualifying Shareholders who hold
Ordinary Shares on the Record Date will receive an Open Offer
Entitlement and may apply for additional Open Offer Shares pursuant
to the Excess Application Facility.
The Open Offer is restricted to Qualifying Shareholders in order
to enable the Company to benefit from exemptions from securities
law requirements in certain jurisdictions outside the United Kingdom.
Excess Application
Facility
The Excess Application Facility will enable Qualifying
Shareholders, provided that they take up their Basic Entitlements
in full, to apply for Excess Entitlements to the extent that if a
Qualifying Shareholder has taken up its Basic Entitlements in full
and applies for and is allocated the maximum Excess Entitlements it
will suffer no dilution as a result of the Open Offer. Qualifying
Non-CREST Shareholders who wish to apply to acquire more than their
Basic Entitlements should complete the relevant sections on the
Application Form. Qualifying CREST Shareholders will have Excess
Entitlements credited to their stock account in CREST and should
refer to paragraph 3(ii) of Part IV of this document for
information on how to apply for Excess Entitlements pursuant to the
Excess Application Facility. Applications for additional Open Offer
Shares through the Excess Application Facility will be satisfied
only and to the extent that corresponding applications by other
Qualifying Shareholders are not made or are made for less than
their Basic Entitlements and may be scaled back at the Company’s
absolute discretion.
Once subscriptions by Qualifying Shareholders under their Basic
Entitlements have been satisfied, the Company shall, in its
absolute discretion, determine whether or not to meet any
applications for Excess Entitlements in full or in part and no
assurance can be given that applications by Qualifying Shareholders
under the Excess Application Facility will be met in full, in part
or at all. Applications will be made for the Basic Entitlements and
Excess Entitlements in respect of Qualifying CREST Shareholders to
be admitted to CREST. It is expected that Open Offer Shares issued
pursuant to subscriptions by Qualifying Shareholders exercising
their Basic Entitlements and Excess Entitlements will be admitted
to CREST at 8.00 a.m. on 3 April 2020. Such Open Offer Shares will also be
enabled for settlement in CREST on 3 April
2020. Applications through the means of the CREST system may
only be made by the Qualifying Shareholder originally entitled or
by a person entitled by virtue of a bona fide market claim.
Qualifying Non-CREST Shareholders will receive an Application Form
which sets out their entitlement to Open Offer Shares as shown by
the number of Basic Entitlements allocated to them. Qualifying
Non-CREST Shareholders should note that the Application Form is not
a negotiable document and cannot be traded.
Qualifying CREST Shareholders will receive a credit to their
appropriate stock accounts in CREST in respect of their Basic
Entitlements and Excess Entitlements on 13
March 2020. Qualifying CREST Shareholders should note that
although the Basic Entitlements and Excess Entitlements will be
admitted to CREST and be enabled for settlement, applications in
respect of their Open Offer Entitlements may only be made by the
Qualifying Shareholder originally entitled or by a person entitled
by virtue of a bona fide market claim. If applications are made for
less than all of the Open Offer Shares available, then the lower
number of Open Offer Shares will be issued and any outstanding
Basic Entitlements will lapse.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, are set out in Part IV of this document.
For Qualifying Non-CREST Shareholders, completed Application Forms,
accompanied by full payment, should be returned by post, or by hand
(during normal business hours only) to, Share Registrars Ltd, The
Courtyard, 17 West Street, Surrey,
GU9 7DR, so as to arrive as soon as possible and in any event so as
to be received no later than 11.00am
on 31 March 2020. For Qualifying
CREST Shareholders the relevant CREST instructions must have been
settled as explained in this document by no later than 11.00am a.m. on 31 March
2020.
Action to be taken in respect of the
Open Offer
If you are a Qualifying Non-CREST Shareholder you will be sent
an Application Form which gives details of your Basic Entitlement
(i.e. the number of Open Offer Shares available to you). If you
wish to apply for Open Offer Shares under the Open Offer, you
should complete the Application Form in accordance with the
procedure set out at paragraph 3(i) of Part IV of this document and
on the Application Form itself and post it, or return it by hand
(during normal business hours only), together with payment in full
in respect of the number of Open Offer Shares applied for to The
Share Registrars Ltd, The Courtyard, 17 West Street, Surrey, GU9 7DR, so as to arrive as soon as
possible and in any event so as to be received no later than
11.00 a.m. on 31 March 2020, having first read carefully Part
IV of this document and the contents of the Application Form.
If you are a Qualifying CREST Shareholder, no Application Form
will be sent to you. As a Qualifying CREST Shareholder you will
receive a credit to your appropriate stock account in CREST in
respect of your Basic Entitlement. You should refer to the
procedure set out at paragraph 2 and paragraph 3 (ii) of Part IV of
this document.
The latest time for applications to be
received under the Open Offer is 11.00
a.m. on 31 March 2020. The
procedure for application and payment depends on whether, at the
time at which application and payment is made, if you have an
Application Form in respect of your Basic Entitlement or your Basic
Entitlement has been credited to your stock account in CREST. The
procedures for application and payment are set out in Part IV of
this document. Further details also appear on the Application Form
which has been sent to Qualifying Shareholders. Qualifying CREST
Shareholders who are CREST sponsored members should refer to their
CREST sponsors regarding the action to be taken in connection with
this document and the Open Offer.
If you are in any doubt as to the
procedure for acceptance, please contact Share Registrars Ltd on
01252 821 390. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between
9.00 am – 5.30
pm, Monday to Friday excluding public holidays in
England and Wales. Please note that Share Registrars
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. The
helpline is open between 9.00 a.m. to 5.30
p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Share Registrars
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
If you are in any doubt as to the
contents of this document and/or the action you should take, you
are recommended to seek your own personal financial advice from an
independent financial adviser authorised under the Financial
Services and Markets Act 2000 (as amended) if you are in the UK or,
if you are outside the UK, from an appropriately authorised
independent financial adviser, without delay.
The Company already has the authority
to issue 6,153,846 Ordinary Shares as part of the Open Offer and
will not require any further approvals from Shareholders in order
to complete the Open Offer.
Recommendation
The Directors consider that the Proposals are in the best
interests of the Company and its Shareholders as a whole and
encourage shareholders to take up their Excess Entitlement. The
Directors have confirmed their participation in this Open
Offer.
OPEN OFFER
STATISTICS
Issue Price per New Ordinary
Share
6.5 pence*
Open Offer Basic
Entitlement
1 Open Offer Shares for every
1 Ordinary Shares on the
Record Date
Number of Ordinary Shares in issue as at the date of this
Document
1,602,434
Number of Ordinary Shares in issue as at the Record
Date
1,602,434
Number of Open Offer Shares to be issued pursuant to the
Open
6,153,846
Offer to raise £400,000
Maximum Enlarged Ordinary Share Capital on
Admission
7,756,280
Gross proceeds of the Open
Offer
up to £400,000
Estimated cash proceeds of the Open Offer receivable by the
Company
(net
up to £380,000
of expenses and assuming full allocation)
Percentage of the Enlarged Ordinary Share Capital of the Company
that the 384 per
cent.
Open Offer Shares will represent
ISIN – Open Offer Basic
Entitlements
GB00BKV4RQ57
ISIN – Open Offer Excess
Entitlements
GB00BKV4RR64
Notes
- *Share Price on 10 March is 9.5
pence, representing a discount of
32%
- Statistics are prepared on the basis that no Ordinary Shares
will be issued following the date of this document and before the
completion of the Open Offer
EXPECTED TIMETABLE
OF PRINCIPAL EVENTS
2020
Record Date and time for entitlements under the Open
Offer
6.00pm on 10 March
Announcement of the Open
Offer
4.30pm on 11 March
Publication of this document and Application Forms to
Qualifying
12 March
Shareholders
Ordinary Shares marked ‘ex’ entitlement by the NEX
Exchange
8.00am on 11 March
Basic Entitlements and Excess Entitlements credited to CREST
accounts
of 13
March
Qualifying CREST Shareholders
Shareholder Meeting and Q&A, via conference call to speak
with Directors
11am on 18 March
Recommended latest time and date for requesting withdrawal of
Basic Entitlements and Excess Entitlements from CREST
Latest time and date for depositing Basic Entitlements and
Excess Entitlements into CREST
Latest time and date for splitting Application Forms (to satisfy
bona fide market claims only)
Latest time and date for receipt of completed Application Forms
from Qualifying Shareholders and payment in full under the Open
Offer or settlement of relevant CREST instructions (as
appropriate) |
4.30pm
on 23 March
3.00pm on 24 March
3.00pm on 25 March
11.00am on 31 March |
Expected date of Admission and commencement of dealings of
Open 8.00am on 3 April
Offer Shares
Expected date for CREST accounts to be credited with Open Offer
Shares 8.00am on 3 April
Share certificates in relation to Open Offer Shares (where
applicable)
By 10 April
dispatched by
Save for the date of publication of this document, each of the
times and dates above are subject to change. Any such change,
including any consequential change in the Open Offer Statistics
above, will be notified to Shareholders by an announcement on a
Regulatory Information Service. All times are London times and each of the times is subject
to change.
DEFINITIONS
The following words and expressions shall have the following
meanings in the document, unless the context otherwise
requires:
“Act”
the UK Companies Act 2006, as amended;
“Admission”
admission of the Open Offer Shares (to the extent subscribed for
pursuant to the Open Offer) to trading on NEX becoming effective in
accordance with the NEX Rules;
“Applicant”
a Qualifying Shareholder or a person entitled by virtue of a bona
fide market claim who lodges an Application Form under the Open
Offer;
“Application
Form”
the application form to be used by Qualifying Non-CREST
Shareholders in connection with the Open Offer;
“Articles”
the articles of association of the Company for the time being;
“Basic
Entitlement(s)”
the entitlement to subscribe for Open Offer Shares, allocated to a
Qualifying Shareholder pursuant to the Open Offer as described in
Part IV of this document;
“Board” or
“Directors”
the current directors of the Company, whose names are set out on
page 7 of this document;
“Business
Day”
any day which is not a Saturday, Sunday or a public holiday in the
UK;
“certificated” or “in certificated
Form”
not in uncertificated form (that is, not in CREST);
“Company” or
“Altona”
Altona Energy Plc, a company registered in England and Wales with registered number 05350512;
“CREST”
the computerised settlement system to facilitate the transfer of
title of shares in uncertificated form operated by Euroclear UK
& Ireland Limited;
“CREST
Manual”
the compendium of documents entitled CREST Manual issued by
Euroclear from time to time and comprising the CREST Reference
Manual, the CREST Central Counterparty Service Manual, the CREST
International Manual, CREST Rules, CCSS Operations Manual and the
CREST Glossary of Terms;
“CREST
Member”
a person who has been admitted to Euroclear as a member (as defined
in the CREST Order);
“CREST
Participant”
a person who is, in relation to CREST, a participant (as defined in
the CREST Order);
“CREST
Payment”
shall have the meaning given in the CREST Manual issued by
Euroclear;
“CREST
Sponsor(s)”
a CREST Participant admitted to CREST as a CREST sponsor;
“CREST Sponsored member(s)”
a CREST Member admitted to CREST as a sponsored member (which
includes all CREST Personal Members);
“CREST
Regulations”
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755),
as amended;
“Enlarged Ordinary Share Capital” the Ordinary Shares of
the Company in issue upon Admission following completion of Open
Offer (assuming full take-up of the Open Offer);
“EU”
the European Union;
“Excess Application Facility” the
arrangement pursuant to which Qualifying Shareholders may apply for
any number of Open Offer Shares in excess of their Open Offer
Entitlement provided that they have agreed to take up their Open
Offer Entitlement in full
“Existing Ordinary
Shares” The existing
Ordinary Shares of the Company as at close of business on the
Record Date;
“Financial Conduct Authority” or
the United Kingdom Financial Conduct Authority; “FCA”
“FSMA”
the Financial Services and Markets Act 2000, as amended;
“HMRC”
Her Majesty’s Revenue & Customs;
“IFRS”
International Financial Reporting Standards as adopted by the
European Union;
“ISIN”
international security identification number;
“Issue
Price”
6.5 pence per New Ordinary Share;
“NEX
Rules”
the NEX Rules for Companies and the NEX Rules for NEX Corporate
Advisers;
“NEX Rules for Companies” the
rules which set out the obligations and responsibilities in
relation to companies whose shares are admitted to trading on NEX
as published by the NEX Exchange from time to time;
“Official
List”
the list maintained by the UKLA in accordance with section 74(1) of
FSMA for the purposes of Part VI of FSMA;
“Open
Offer”
the offer to Qualifying Shareholders to subscribe for Open Offer
Shares at the Issue Price, as described in this document;
“Open Offer
Entitlements” the
entitlement of Qualifying Shareholders to subscribe for the Open
Offer Shares at the Issue Price allocated to Qualifying
Shareholders at the Record Date pursuant to the Open Offer;
“Open Offer
Shares”
up to 6,153,846 new Ordinary Shares which are being offered to
Qualifying Shareholders pursuant to the Open Offer;
“Ordinary
Shares”
ordinary shares of 0.01p each in the issued share capital of the
Company from time to time;
“Overseas
Shareholders”
Shareholders resident in, or citizens of, jurisdictions outside the
United Kingdom;
“Qualifying CREST Shareholders” Qualifying
Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Record Date are held in
uncertificated form;
“Qualifying
Non-CREST
Qualifying Shareholders whose Existing Ordinary Shares on the
register
Shareholders”
of members of the Company on the Record Date are held in
certificated form;
“Qualifying
Shareholders” holders
of Existing Ordinary Shares on the Record Date (other than
Shareholders resident in or citizens of any Restricted
Jurisdiction);
“Receiving
Agent”
Share Registrars Ltd
“Record
Date”
close of business on 10 March
2020;
“Regulation
S”
Regulation S of the Securities Act;
“Restricted
Jurisdiction”
any U.S. person (as defined in Regulation S) or any address in the
U.S., Canada, Australia, the Republic of South Africa, New
Zealand, Japan or any other
country outside of the United
Kingdom where a distribution may lead to a breach of any
applicable legal or regulatory requirements;
“Securities
Act”
the U.S. Securities Act of 1933, as amended;
“Shareholders”
the persons who are registered as holders of Ordinary Shares;
“Sterling” or
“£”
the legal currency of the UK;
“TIDM”
tradable instrument display mnemonic;
“UK” or “United
Kingdom” the
United Kingdom of Great Britain and Northern Ireland;
“UKLA”
the United Kingdom Listing Authority, being the FCA acting in its
capacity as the competent authority for the purposes of Part VI of
FSMA;
“Uncertificated” or “in Uncertificated
Form”
“U.S.” or “US”
“USE”
a share or other security recorded on the relevant register of
the relevant company concerned as being held in uncertificated form
in CREST and title to which, by virtue of the CREST Regulations,
may be transferred by means of CREST;
the United States of America,
its territories and possessions, any state of the United States of America and the
District of Columbia; Unmatched
Stock Event
“VAT”
Value Added Tax;
All references in this Document to “£” or “pence” are to the
lawful currency of the UK.
All references in this Document to “$” or “cents” are to the
lawful currency of the United States of
America.
All references to legislation in this Document are to English
legislation unless the contrary is indicated.
-Ends-