TIDMPPC
RNS Number : 5185Y
President Energy PLC
07 September 2022
7 September 2022
PRESIDENT ENERGY PLC
("President" or the "Company")
CIRCULAR TO SHAREHOLDERS
Share Authorities
Capital Reorganisation
Change of Name to Molecular Energies PLC
Notice General Meeting
President Energy (AIM: PPC), the international energy company is
today publishing a Circular to be sent to shareholders containing a
Notice convening a General Meeting of the Company relating to
various corporate matters, including a share capital
re-organisation and change of name. The Circular, Notice of General
Meeting and Proxy Form are available on the Company's website at
www.presidentenergyplc.com/investors/documents-circulars/ .
Circular to Shareholders
President is today posting a circular to shareholders ("the
Circular"). The Circular is sent in connection with:
-- a proposed capital reorganisation which will result in
shareholders holding one new ordinary share for every 200 existing
ordinary shares
-- a proposed change of name of the Company to Molecular
Energies PLC with a new ticker LON: MEN
-- a proposed extension of share authorities to give increased
power to the Directors to allot shares on a non-preemptive basis
providing flexibility in the evolving Group including its Green
House Capital division
Green House Capital
The matters referred to in the Circular form part of a defined
evolution strategy of the Company, including a focus on the newly
created Green House Capital Division.
General Meeting
The Circular contains a Notice convening a general meeting of
the Company to consider and if thought fit approve the resolutions
proposed in the Notice of Meeting.
The Board unanimously recommends the passing of the relevant
resolutions as referred to in the Circular and intends to vote in
favour of such in respect of their holdings of approximately 29.9%
of the entire issued share capital of the Company.
Peter Levine, Chairman, commented:
"The proposals contained in the Circular represent another step
in the evolution of the Company.
"They demonstrate the intentions of the Directors to place the
evolving Group back into focus of value investors providing
shareholders with total shareholder returns as with the 20%
dividend paid in specie in Atome Energy shares to investors which
has since that time grown by a further 36% in mark to market value
for those who have not sold their shares".
The Circular contains a Letter from the Chairman the body of
which is set out below;
1. Introduction
This document explains why the Board believes that it is in the
best interests of Shareholders that the resolutions ("the
Resolutions") set out in the notice of general meeting set out in
the end of this document ("the Notice") to effect the proposed
Capital Reorganisation of the Company and grant the directors
authority to issue shares and to change the name of the Company to
Molecular Energies PLC be approved by the shareholders of the
Company ("Shareholders").
The purpose of this document is to explain the background to and
reasons for the Capital Reorganisation, to explain why the Board
considers the Capital Reorganisation to be in the best interests of
the Company and the Shareholders as a whole and why the Directors
recommend that you vote in favour of the Resolutions.
2. Background to and reasons for the Capital Re-organisation
At the date of this letter there are 2,058,074,484 Existing
Ordinary Shares of 1 pence each in the capital of the Company in
issue. The middle market share price of each Ordinary Share as at
close on the date prior to the date of this letter was 1.275 pence,
giving a market capitalization of GBP26.24 million. The Directors
consider that the number of Existing Ordinary Shares is not only
unwieldly in volume for a company of President Energy's market
capitalisation, but when combined with the prevailing share price,
is not conducive to an orderly market. The Directors believe that
both these factors may have the potential to cause a de-stabilising
effect on the share price due to certain small trading having a
disproportionate effect on share prices.
The Board believes that the consolidation of share capital will
result in a more appropriate number of shares in issue for a
company of President Energy's size in the UK market. The
Consolidation may also help to make the Company's shares more
attractive to investors and may result in a narrowing of the
bid/offer spread, thereby improving liquidity.
In addition, the Company proposes to further undertake the
Sub-division as under the Act, a company is prohibited from issuing
new shares at a price less than the nominal value of its shares and
it is thought that the nominal value of the Consolidated Shares of
200 pence each which may restrict the strategic potential of the
Company as may be appropriate from time to time.
For the avoidance of doubt, there is no present intention to
raise any equity capital or issue any further shares in relation to
President's current hydrocarbon business whose existing operations
are capable of being self-funded for the foreseeable future in the
absence of any value-added producing acquisitions.
3. The Capital Reorganisation
The Capital Reorganisation comprises the consolidation of every
200 Existing Ordinary Shares into one Consolidated Share, and the
sub-division of every such Consolidated Share into one New Ordinary
Share and one Deferred Share.
To effect the Consolidation, it will be necessary to issue 116
Additional Ordinary Shares so that the Company's issued ordinary
share capital is exactly divisible by 200. These Additional
Ordinary Shares would be issued to Group Finance Director, Robert
James Shepherd. Since these Additional Ordinary Shares would only
represent an entitlement to a fraction of a New Ordinary Share,
this fraction would be sold pursuant to the arrangements for
fractional entitlements described below.
Following the issue of the Additional Ordinary Shares, the
entire issued share capital will be consolidated into 10,290,373
Consolidated Shares of 200 pence each. Each such Consolidated Share
will then be sub-divided into one New Ordinary Share and one
Deferred Share.
Shareholders may hold at the Record Date a number of Existing
Ordinary Shares that is not exactly divisible by the consolidation
ratio. The result of the Consolidation, if approved, will be that
such Shareholders will be left with a fractional entitlement to a
resulting Consolidated Share. Any such fractions as a result of the
Consolidation will be aggregated and the Directors will, in
accordance with the proposed change to the Articles, sell the
aggregated shares in the market for the benefit of the relevant
Shareholders. The proceeds from the sale of the fractional
entitlements shall be distributed pro rata amongst the relevant
Shareholders, save that where a Shareholder is entitled to an
amount which is less than GBP5 it will be retained for the benefit
of the Company.
The rights attaching to the New Ordinary Shares will be
identical in all respects to those of the Existing Ordinary Shares,
including voting, dividend, return of capital and other rights. The
Deferred Shares shall have the rights set out in article 5 of the
Articles.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM in place of the Existing Ordinary
Shares. Subject to Shareholder approval of Resolution 1, it is
expected that Admission will become effective and that dealings in
the New Ordinary Shares will commence on 30 September 2022. No
application for Admission will be made in respect of the Deferred
Shares. Following the Capital Reorganisation, the ISIN Code for the
New Ordinary Shares will be GB00BMT80K89 and the SEDOL Code will be
BMT80K8.
Shareholders who hold Existing Ordinary Shares in uncertificated
form will have such shares disabled in their CREST accounts on the
Record Date, and their CREST accounts will be credited with the New
Ordinary Shares following Admission, which is expected to take
place on 30 September 2022. Existing share certificates will cease
to be valid following the Capital Reorganisation. New share
certificates in respect of the New Ordinary Shares are expected to
be issued by first class post at the risk of the Shareholder within
ten business days of Admission. No share certificates will be
issued in respect of the Deferred Shares.
Following the Consolidation, all mandates and other
instructions, including communication preferences given to the
Company by Shareholders and in force at the Record Date shall,
unless and until revoked, be deemed to be valid and effective
mandates or instructions in relation to the New Ordinary
Shares.
4. Change of name and new London Stock Exchange ticker
As foreshadowed in the Company's announcement of 25 July 2022
the Directors propose that the name of the Company be changed to
Molecular Energies PLC. This is a name which reflects the evolving
wide scope of operations and potential businesses of the Group as
well as its interest in alternative energy companies like its
current 28 per cent. holding in the capacity of AIM-listed company
Atome Energy PLC.
A molecule can equally be applicable to fossil fuels as well as
green energies and it moves the Group away from the "President"
name, which was singularly focused on hydrocarbons and indeed more
synonymous with hydrocarbons in Argentina. The name Molecular
Energies embraces the intended concept of a truly global inclusive
energy brand, which reflects the intention of the Group for the
future
It is only the Company which is changing its name, so the
current fossil fuel business within the Group will continue with
the present names of "President" in Argentina and Paraguay and
"Meridian" in North America.
At the same time as the change of name, it is intended that the
London Stock Exchange ticker for the Company be changed to LON: MEN
from LON: PPC
5. Directors authority to allot shares
The Resolutions numbered 2 and 3 relate to the authority of the
directors to issue Ordinary Shares including on a non-preemptive
basis.
At the Annual General Meeting of the Company held on 22 July
2022, annual general authority was granted until the conclusion of
the annual general meeting of the Company to be held in 2023 to
allot up to a maximum of 30 per cent. of the aggregate issued share
capital of the Company in issue at the time of the meeting as well
as an authority to issue Ordinary Shares for cash on a
non-preemptive basis up to a maximum of 30 per cent. of the
aggregate issued share capital of the Company.
Taking into account the current relatively small market capital
of the Company and the Company's initiatives in relation to Green
House Capital Limited (as referred to in the two announcements of
28 June 2022 and 25 July 2022), it is considered that increasing
the relevant authorities to:
-- an amount representing 50 per cent. of the aggregate issued
share capital (following the Capital Reorganisation) in respect of
the general authority of the Directors to allot New Ordinary
Shares; and
-- an amount representing 30 per cent. of the aggregate issued
share capital (following the Capital Reorganisation) in respect of
the general authority of the Directors to allot New Ordinary Shares
for cash on a non-preemptive basis,
will allow the Company to have more flexibility in expanding its
Green House businesses including seeding and incubating projects as
referred to in aforesaid two announcements.
6. General Meeting and action to be taken
You will find set out at the end of this document a notice
convening a general meeting to be held at the offices of
Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT, on
29 September 2022 at 11.00 a.m. The following resolutions have been
proposed:
-- Resolution 1: to effect the Capital Reorganisation;
-- Resolutions 2 & 3: to provide the Directors with
authority to allot Ordinary Shares, including on a non-preemptive
basis; and
-- Resolution 4: to change of name of the Company to Molecular Energies PLC
Resolution 2 shall be proposed as an ordinary resolution, and
Resolutions 1, 3 and 4 shall be proposed as special
resolutions.
7. Recommendation
The Board considers for the reasons set out above, that each of
the Resolutions are in the best interests of the Shareholders as a
whole. Accordingly, the Board unanimously recommends Shareholders
to vote in favour of each of the Resolutions at the General
Meeting, as the Directors intend to do so in respect of their own
beneficial holdings of the Company's ordinary shares, representing
approximately 29.9 per cent. of the Company's existing issued
ordinary share capital.
Yours faithfully
Peter Levine
Chairman
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication and posting to Shareholders of 7 September 2022
the circular
Latest time and date for receipt of Forms 11.00 a.m. on 27 September
of Proxy 2022
General Meeting 11.00 a.m. on 29 September
2022
Record Date for the Capital Reorganisation 6.00 p.m. on 29 September
2022
Admission and commencement of dealings in 8.00 a.m. 30 September
the New Ordinary Shares 2022
CREST accounts credited with the New Ordinary 30 September 2022
Shares in uncertificated form
Despatch of definitive certificates for New 14 October 2022
Ordinary Shares (in certificated form)
Notes:
1. Each of the above times and/or dates is subject to change at
the absolute discretion of the Company.
2. If any of the above times and/or dates should change, the
revised times and/or dates will be announced through a Regulatory
Information Service.
3. All of the above times refer to London time unless otherwise stated.
STATISTICS RELATING TO THE CAPITAL REORGANISATION
Existing Ordinary Shares in issue 2,058,074,484
Number of Existing Ordinary Shares expected
to be in issue immediately prior to the Capital
Reorganisation 2,058,074,600
Conversion ratio 1 New Ordinary
Share for every
200 Existing
Ordinary Shares
Total expected number of New Ordinary Shares
in issue following the Capital Reorganisation 10,290,373
ISIN code for the New Ordinary Shares GB00BMT80K89
SEDOL for the New Ordinary Shares BMT80K8
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
Tavistock (Financial PR)
Simon Hudson, Nick Elwes, Charles
Baister +44 (0)20 7920 3150
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.
It has also a 27.9% investment interest in Atome Energy PLC a
green hydrogen and ammonia producer whose shares are traded on AIM
of the London Stock Exchange.
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.
Ends
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END
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