TIDMCRCL
RNS Number : 6145C
Corcel PLC
14 June 2023
Corcel PLC
("Corcel" or the "Company")
Board Changes, Director Cash for Equity Swap, Director Dealings,
TVR
14 June 2023
The Company is delighted to announce a series of changes to its
Board following its recent pivot to oil and gas and the acquisition
of an Angolan onshore oil portfolio.
Further to the announcement of Mr Antoine Karam joining the
Board as a Non-Executive Director, the Company is pleased to
announce that regulatory checks are now complete, and Mr Karam
joins the Company with immediate effect as the Non-Executive
Chairman. Mr Karam is a 45% shareholder of Extraction SrL which in
turn is a 13.1% shareholder of the Company which will increase to a
20.5% shareholding once the placing announced on 28 March 2023 has
fully completed.
Further to the announcement of Mr Yan Zhao joining the Board as
a Non-Executive Director, the Company is also delighted to announce
that regulatory checks are now complete, and Mr Zhao therefore
joins the Company with immediate effect as Non-Executive
Director.
Mr. Parsons, the Company's existing Chairman, will assume the
role of Chief Executive Officer and Executive Director with
immediate effect. Mr Kaintz, the Company's current Chief Executive
Officer, will assume the role of Chief Financial Officer and will
step down from the Board with immediate effect.
As previously announced, Scott Gilbert, (a vendor of APEX and
experienced oil and gas investor and executive) will be joining the
Board as a Non-Executive Director, subject to regulatory checks. In
addition, Ms Geraldine Geraldo, the Company's recently appointed
Chief Commercial Officer and MD Angola, will be joining the Board
as an Executive Director subject to regulatory checks. Ms Geraldo
is a Luanda based oil and gas professional and entrepreneur with a
long experience working for Chevron in Angola.
Lord Henry Bellingham has agreed to step down from the Board
with immediate effect. Mr Ewen Ainsworth has also agreed to step
down from the Board once a new independent Director is appointed to
the Board.
The Board of the Company will therefore, upon completion of all
regulatory checks, consist of Mr Karam (Non-Executive Chairman), Mr
Parsons (Chief Executive Officer), Ms Geraldo (Chief Commercial
Offer and MD Angola) with Mr Zhao, Mr Gilbert and one new
independent Director as Non-Executive Directors.
Corcel Non-Executive Chairman, Antoine Karam, commented: " I am
delighted to be part of a determined and committed team, formed by
the major shareholders, with the sole objective to increase the
value of the assets of Corcel. As a newly formed Board, we are
driven to support the management team to progress our
pan-Angola/Brazil growth strategy ."
Director Dealings and Share Issuance
Mr. Parsons has elected to receive a portion of his salary in
his new role for the next six months in the form of new ordinary
shares in the Company. Accordingly, 12,447,965 new ordinary shares
of the Company (reflecting the net of tax balance) have today been
issued to Mr Parsons at GBP0.004 per share (a 29% premium to the
closing price on 13 June 23).
The Company has also agreed to settle other historic employee
obligations through the issuance of 2,425,863 new ordinary shares
at a price of GBP0.004 per share.
The resultant Director shareholders are therefore as
follows:
Directors Ordinary Shares Total Shares % of Issued Warrants Options
Share Capital
Direct Indirect
----------- ------------- ------------- --------------- ---------- ----------
Antoine
Karam - 77,142,857* 77,142,857 5.83% - -
----------- ------------- ------------- --------------- ---------- ----------
James Parsons 33,431,962 2,143,100 35,575,062 2.69% 2,381,250 9,587,764
----------- ------------- ------------- --------------- ---------- ----------
Ewen Ainsworth 2,253,429 2,253,429 0.17% 1,281,250 2,805,942
----------- ------------- ------------- --------------- ---------- ----------
Yan Zhao - 38,833,333** 38,833,333 2.93% - -
----------- ------------- ------------- --------------- ---------- ----------
*a total of 171,428,570 shares held by Extraction SrL - of which
Mr Karam holds a 45% shareholding in Extraction
** shares held through OZJ Global Pty Ltd 38,833,333 shares
The following information is disclosed pursuant to paragraph (g)
Schedule two of the AIM Rules for Companies.
Antoine Karam (aged 64) directorships and partnerships in the
last five years are as follows:
Current Directorships
EXTRACTION S.R.L.
SERIPITY ENERGIA S.R.L.
APPROOVIA
GAB LOTTO LIMITED
AFRIMART
OPENWAY GROUP
Past Directorships
GOGREEN STORE S.R.L.
CYBER1
AMWALINVEST S.A.L.
Yan Zhao (aged 45) directorships and partnerships in the last
five years are as follows:
Current Directorships
SHANDONG NEW POWDER CO LTD
SHANDONG NEW POWDER COSMO AMT
HONG KONG NEW POWDER INTERNATIONAL TRADING LTD
SINGAPORE NEW POWDER COSMO LTD
INTEGRATED BATTERY METALS PTE. LTD.
ZIBO YOUZHI ENTERPRISE MANAGEMENT SERVICE CO., LTD.
SENTIENT BUSINESS MANAGEMENT (SHENZHEN) CO., LTD.
SALTA DEVELOPMENT LIMITED
Past Directorships
SENTIENT EQUITY PARTNERS
There is no further information to be disclosed pursuant to
paragraph (g) of Schedule 2 of the AIM Rules.
Total Voting Rights:
Application will be made for 14,873,828 new ordinary shares to
be admitted to trading on AIM and it is expected that their
admissions to AIM will take place on or around 20 June 2023.
Following Admission the Company's total issued share capital
will consist of 1,324,186,234 Ordinary Shares, with one voting
right per share. The Company does not hold any shares in treasury.
Therefore, the total number of Ordinary Shares and voting rights in
the Company will be 1,324,186,234 from Admission. This figure may
be used by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company pursuant to the FCA's Disclosure
Guidance and Transparency Rules.
For further information, please contact:
James Parsons Corcel Plc CEO
Development@Corcelplc.com
James Joyce / James Bavister /Andrew de Andrade WH Ireland Ltd NOMAD & Broker
0207 220 1666
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 which is part of UK law by virtue of
the European Union (withdrawal) Act 2018. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name James Parsons
----------------------------------------- ------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------------
a) Position/status PDMR (Chief Executive Officer)
----------------------------------------- ------------------------------------
b) Initial notification/Amendment Initial Notification
----------------------------------------- ------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name Corcel plc
-------------------------------------- -------------------------------------
b) LEI 2138009ECXQQ3EGKVY57
-------------------------------------- -------------------------------------
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 Ordinary shares of GBP0.0001
instrument, type of instrument each
-------------------------------------- -------------------------------------
Identification code GB00BKM69866
-------------------------------------- -------------------------------------
b) Nature of the transaction Issue of ordinary shares
-------------------------------------- -------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
-------------------------------------- ------------------ -----------------
GBP0.004 12,447,965
------------------ -----------------
d) Aggregated information N/A
-------------------------------------- -------------------------------------
Aggregated volume N/A
-------------------------------------- ------------------------------------------
Price GBP0.004
-------------------------------------- ------------------------------------------
e) Date of the transaction 13 June 2023
-------------------------------------- -------------------------------------
f) Place of the transaction AIMX
-------------------------------------- -------------------------------------
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END
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June 14, 2023 02:00 ET (06:00 GMT)
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