TIDMADME
RNS Number : 6608T
ADM Energy PLC
26 November 2021
26 November 2021
ADM Energy PLC
("ADM" or the "Company")
Posting of Circular and Notice of General Meeting
Further to the announcement of 15 November 2021, ADM Energy PLC
(AIM: ADME; BER and FSE: P4JC), a natural resources investing
company, announces that it will today be posting a circular to
shareholders convening a General Meeting (the "Circular"), the
purpose of which is to seek shareholder approval of the resolutions
to be proposed at the General Meeting.
The General Meeting will be held at the offices of Shakespeare
Martineau, 60 Gracechurch St, London EC3V 0HR at 11.00 a.m. GMT on
13 December 2021.
Extracts from the Circular are set out below and should be read
in conjunction with the Circular. A copy of the Circular will
shortly be available from the Company's website:
www.admenergyplc.com
Enquiries:
ADM Energy plc +44 20 7459 4718
Osamede Okhomina, CEO
www.admenergyplc.com
Cairn Financial Advisers LLP +44 20 7213 0880
(Nominated Adviser)
Jo Turner, James Caithie
Hybridan LLP +44 20 3764 2341
(Lead Broker)
Claire Louise Noyce
ODDO BHF Corporates & Markets AG +49 69 920540
(Designated Sponsor)
Michael B. Thiriot
Luther Pendragon +44 20 7618 9100
(Financial PR)
Harry Chathli, Alexis Gore, Tan Siddique
LETTER FROM THE CHAIRMAN
Dear Shareholder
Notice of General Meeting
Introduction
On 15 November ADM Energy Plc ("Company") announced that it had
raised GBP475,000 before expenses at a price of 1.5 pence per
share. The fundraise comprised a placing of 20,000,000 new ordinary
shares ("Placing Shares") to Monecor (London) Limited and a
subscription for 11,666,667 new ordinary shares by certain
directors. In connection with the issue of the Placing Shares, the
Company, conditional upon shareholder approval, agreed to issue
6,666,667 warrants to Monecor (London) Limited to subscribe for
ordinary shares at an exercise price of 3 pence per share, on a one
warrant per three Placing Share basis, with an exercise period of 2
years from the date of Admission ("Warrants").
As a result of the fundraise, the Company used the majority of
the share authorities available to it that were approved by
shareholders at the last annual general meeting. The granting of
the Warrants, therefore, is conditional on the Company obtaining
approval by shareholders for renewed share authorities and,
accordingly, the Company is now convening a general meeting ("GM")
of shareholders to seek authority to issue the Warrants and to
grant the directors additional authority to allot shares (and grant
rights to subscribe for, or to convert any security into, shares in
the Company) including for cash on a non-pre-emptive basis.
Resolutions
The following resolutions will be proposed at the GM:
Resolution 1
Generally, the directors may only allot shares in the Company
(or grant rights to subscribe for, or to convert any security into,
shares in the Company) if they have been authorised to do so by
shareholders in general meeting.
Resolution 1, renews a similar authority given at this year's
AGM and, if passed, will authorise the directors to allot shares in
the Company (and to grant such rights) up to an aggregate amount of
GBP2,044,808.63 (which represents the nominal amount of the
Warrants to be issued and approximately 100 per cent of the issued
share capital of the Company as at 26 November 2021, being the last
practicable date before publication of this document). If given,
this authority will expire at the conclusion of the Company's next
AGM or within 15 months of the passing of Resolution 1 (whichever
is the earlier). It is the directors' intention to renew the
authority each year.
The directors have no current intention to exercise the
authority sought under Resolution 1, except to allow for the issue
of the Warrants and the grant of options, to provide additional
headroom in relation to conversion rights previously granted and to
ensure that the Company has maximum flexibility to raise additional
capital if appropriate as and when future opportunities arise.
Whilst the likelihood remains uncertain, a successful outcome may
warrant the Company to make a bid deposit within a short time frame
and therefore it would be impractical for the Company to apply for
additional authorities at a later stage.
Resolution 2
Generally, if the directors wish to allot shares or other equity
securities (within the meaning of section 560 of the Companies Act
2006 ("Act")) for cash then under the Act they must first offer
such shares or securities to shareholders in proportion to their
existing holdings. These statutory pre-emption rights may be
disapplied by shareholders.
Resolution 2 which will be proposed as a special resolution,
renews a similar, power given at this year's AGM and, if passed,
will enable the directors to allot equity securities for cash
without having to comply with statutory pre-emption rights.
The powers proposed under Resolution 2 will be limited to
allotments:-
(a) in connection with a rights issue, open offer or other
pre-emptive offer to ordinary shareholders and to holders of other
equity securities (if required by the rights of those securities or
the directors otherwise consider necessary), but (in accordance
with normal practice) subject to such exclusions or other
arrangements, such as for fractional entitlements and overseas
shareholders, as the directors consider necessary;
(b) GBP66,666.67 in respect of the Warrants; and
(c) in any other case, up to an aggregate nominal value of
GBP2,044,808.63 (which represents approximately 100 per cent of the
issued ordinary share capital of the Company as at 26 November 2021
being the last practicable date before publication of this
document).
If given, this authority will expire at the conclusion of the
Company's next AGM or within 15 month of the passing of Resolution
1 (whichever is the earlier). It is the directors' intention to
renew the authority each year.
The directors have no current intention to exercise the
authority sought under Resolution 1, except to allow for the issue
of the Warrants and options, to provide additional headroom in
relation to conversion rights previously granted and to ensure that
the Company has maximum flexibility to raise additional capital if
future opportunities arise. In particular, t he Company is in the
process of trying to secure material producing assets. Whilst the
likelihood remains uncertain, a successful outcome may warrant the
Company to make a bid deposit within a short time frame and
therefore it would be impractical for the Company to apply for
additional authorities at a later stage.
Action to be taken by Shareholders
Given the current heightened risk of COVID-19 infections (and
the resultant regulatory changes) which could ensure during the
period in which this Notice is sent and the date of the GM and to
protect our employees, local community and shareholders' welfare we
are encouraging all shareholders to vote on all resolutions by
appointing the chairman of the GM as their proxy. A Form of Proxy
is enclosed for use at the GM. You are requested to complete, sign
and return as soon as possible the Form of Proxy to the Co mpany's
Registrars, Computershare Investor Service PLC, The Pavilions,
Bridgewater Road, Bristol, BS99 6ZY no later than at 11:00 a.m. on
10 December 2021. Your attention is drawn to the detailed notes to
the GM and Form of Proxy.
Recommendation
The directors consider that both Resolutions that will be put to
the GM will promote the success of the Company for the benefit of
its shareholders as a whole. Your board will be voting in favour of
the Resolutions and unanimously recommend that its shareholders
vote in favour of them.
Yours faithfully
Oliver Andrews
Chairman
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END
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