TIDMPPC
RNS Number : 2139V
President Energy PLC
10 December 2021
10 December 2021
PRESIDENT ENERGY PLC
("President" or the "Company")
Proposed dividend in specie in Atome Energy PLC
Atome to be valued GBP20 million pre new money
Raise by Atome of up to GBP9m at 80p per share
President Energy (AIM: PPC), the energy company with a diverse
portfolio of energy assets provides an update in relation to the
proposed spin off an IPO of Atome Energy PLC ("Atome").
Highlights
-- Expected details of dividend in specie and dividend schedule
set out below
-- Atome to be valued pre money at GBP20 million
-- Atome to raise up to GBP9m by way of placing, and a
subscription through PrimaryBid, at 80p per share
-- Executive management of Atome, led by Olivier Mussat, the
former Chief Investment Officer of Global Energy at the World
Bank's International Finance Corporation ("IFC"), to meaningfully
subscribe in the placing
-- Non-executive Chairman of Atome, Peter Levine to meaningfully
subscribe and also provide a standby equity facility to Atome at
the placing price at no cost to Atome or President to support the
successful fundraise
-- Proposed dividend in specie , placing by SP Angel and
subscription through PrimaryBid
On 1 8 November 2021, the Company sent a letter to its
shareholders ("Letter") , announced to the market the following
day, relating to the proposed distribution of shares in Atome to
shareholders of President. Shareholders are encouraged to read the
Letter carefully and if in any doubt contact their own financial or
other professional adviser authorised and regulated by the
Financial Conduct Authority.
As set out in the Letter, following the passing of the
Resolution on 18 November 2021 approving the proposed distribution
by way of dividend in specie in respect of certain of the shares
held by the Company in Atome ("Distribution"), Atome is proposed to
be spun-out of President Energy and its shares admitted to trading
on AIM ("Admission"). The necessary capital reduction to facilitate
the creation of sufficient distributable reserves to enable the
Distribution to be made has been approved by the High Court of
Justice in England and Wales and become effective, and the
directors of the Company are authorised to make the Distribution as
they may determine.
To effect the Distribution as detailed above, the Company is
proposing to pay a dividend in specie of ordinary shares of Atome
("Atome Shares") to Shareholders who are on the Company's register
of members at the close of business on the day immediately prior to
Admission ("Record Date"), such Shareholders being referred to as
"Qualifying Shareholders". President Energy currently beneficially
holds ordinary shares in Atome representing 85% of Atome's current
issued share capital.
The expected timetable relating to the proposed dividend in
specie and the estimated ratio of entitlement to shares in Atome is
set out below. The Company previously announced that the Atome
Shares subject to the Distribution would represent up to
approximately 75% of President Energy's current holding in Atome
and approximately 65% per cent of the current issued share capital
of Atome and on that basis the expected entitlement ratio ("the
Ratio") is as follows:
1 Ordinary Share in Atome for every 169 Ordinary Shares in
President held on the Record Date
Shareholders should note that the Ratio is subject to
finalisation and the final terms of the proposed distribution ratio
is expected to be confirmed by a further announcement no later than
23 December 2021.
The proposed Ratio entitlement has been based on a pre-new money
valuation of Atome of GBP20 million. Based on the existing issued
ordinary share capital of 25 million Atome Shares, the fundraise
issue price is 80p per new Atome Share. The target fundraise is up
to GBP9 million by way of a placing by SP Angel and subscription
through PrimaryBid which is currently live. On such basis it is
expected that post raise President's holding in Atome will be in
the range of 23-25%.
Shareholders are reminded that they must seek and rely on their
own financial or professional advice as to taxation in whichever
jurisdiction they are located and that in certain locations it may
not be possible for them to receive or benefit from any such
dividend. Accordingly, the Company makes no representations or
warranties in respect of any such regards.
Timetable
The Directors currently expect that the timetable for the
proposed distribution will be as follows:
Announcement of the final terms of Thursday, 23 December 2021
the proposed in specie dividend ratio
Record Date for the proposed in specie 6.00p.m. Wednesday, 29
dividend December 2021
In specie dividend effective 6.01p.m. Wednesday, 29
December 2021
President Shares trade ex-entitlement From 8 a.m. on Thursday,
in respect of the in specie dividend 30 December 2021
Notes:
1. All references to times in this announcement are to London time unless otherwise stated.
2. Each of the above dates is subject to change at the absolute
discretion of the Company and will be notified through a further
announcement via RNS.
A further announcement will be made in due course to confirm the
expected date for the admission of Atome to trading on AIM and when
CREST accounts will be settled in respect of the in specie
dividend.
Management participation and standby equity facility
It is pleasing to report that the executive management of Atome
led by the CEO, Olivier Mussat, the former Chief Investment Officer
of Global Energy at the IFC, part of the World Bank Group is to
meaningfully subscribe in the placing, demonstrating conviction in
Atome and its prospects.
Further, t o support a successful fundraise, in addition to
participating directly and likewise meaningfully in the placing,
Peter Levine , the non-executive chair of Atome, through his PLLG
Investments Limited vehicle has agreed not only to subscribe in the
placing but also to provide Atome with a standby equity facility of
up to GBP3m. Under the facility Atome have will the right to
require PLLG Investments Limited to subscribe for new Atome Shares
at the issue price of 80p per Atome Share in the 18 months from
Admission. The facility is being provided without any fees or other
payments to PLLG Investments Limited or Peter Levine. The exercise
of the facility will be at the reasonable opinion of the directors
of Atome if required to fund the working capital needs of Atome .
Peter Levine is also chair of the Company.
Contact:
President Energy PLC +44 (0) 207 016 7950
Nikita Levine, Investor Relations info@presidentpc.com
finnCap (Nominated Advisor and broker)
Christopher Raggett, Tim Harper +44 (0) 207 220 0500
Notes to Editors
President Energy is an oil and gas company listed on the AIM
market of the London Stock Exchange (PPC.L) primarily focused in
Argentina, with a diverse portfolio of operated onshore producing
and exploration assets.
The Company has operated interests in the Puesto Flores,
Estancia Vieja, Puesto Prado and Las Bases Concessions, and
Angostura exploration contract, all of which are situated in the
Río Negro Province in the Neuquén Basin of Argentina and in the
Puesto Guardian Concession, in the Noroeste Basin in NW Argentina.
Alongside this, President Energy has cash generative production
assets in Louisiana, USA and further significant exploration and
development opportunities through its acreage in Paraguay and
Argentina.
Atome Energy is the green hydrogen and ammonia subsidiary of
President Energy PLC with intended operations in the Americas and
Europe and a targeted separate listing on the London Stock Exchange
market later in 2021.
With a strong strategic and institutional base of support,
including the international commodity trader and logistics company
Trafigura, an in-country management team as well as the Chairman
whose interests as the largest shareholder are aligned to those of
its shareholders, President Energy gives UK investors access to an
energy growth story combined with world class standards of
corporate governance, environmental and social responsibility.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK Domestic Law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR"). The person who arranged for the release of this
announcement on behalf of the Company was Peter Levine,
Chairman.
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END
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