TIDMADL
RNS Number : 9074B
Andalas Energy And Power PLC
04 February 2020
The following amendment has been made to the Board Changes and
Subscription and Total Voting Rights' announcement released on 4
February 2020 at 7.00am under RNS No 8289B.
In the paragraph titled 'Subscription Details', the first
paragraph, last sentence should have read 'Mark Rollins, Leslie
Peterkin and John Battrick have entered into a 6 month Lock-in in
respect of their Subscription Shares'; in the original announcement
the sentence referred incorrectly to a 12 month Lock-in period.
At the end of the titled 'Board and management Changes', the
second paragraph relating to Leslie Peterkin, last sentence should
have read 'He studied Physics at St. Andrews University, where a
1(st) Class Honours was followed by a PhD'; in the original
announcement the sentence referred incorrectly to a 'PhD in
mathematics'.
Similarity in the paragraph titled 'Regulatory Information, the
paragraph, below the last table should have read 'Mark and Leslie
have agreed to take 66 2/3% and 50% respectively of their salary
for the first 12 months of employment in Ordinary Shares, issued
quarterly, at the closing mid-market price on the day preceding
their issue'; in the original announcement the sentence referred
incorrectly to the both taking 66 2/3%.
All other details remain unchanged.
The full amended text is shown below.
For immediate release
4 February 2020
Andalas Energy and Power Plc
('Andalas' or the 'Company')
Board Changes and Subscription
Total Voting Rights
Andalas Energy and Power plc (AIM:ADL) is pleased to announce
board changes and a placing as set out below.
Highlights
-- Mr Leslie Peterkin appointed Chief Executive Officer and director;
-- Mr Mark Rollins appointed non-Executive Chairman and director;
-- Mr Anthony John Battrick appointed Technical Manager;
-- GBP525,000 raised by a subscription of 349,999,998 new shares
(the "Subscription") at 0.15 pence per subscription share (the
"Subscription Price") representing approximately 22% of the
Enlarged Issued Share Capital;
-- Issue price represents a 20% premium to the last closing mid market price on AIM of 0.125p;
-- Mr Peterkin has subscribed for 133,333,333 new shares, Mr
Rollins has subscribed for 133,333,333 new shares, and Mr Battrick
for 66,666,666 new shares in the Subscription;
-- Dr Robert Arnott and Mr Simon Gorringe step down from their
roles as Chairman and CEO respectively with immediate effect;
and
-- Proposed name change to Advance Energy plc, subject to shareholder approval.
Mark Rollins, Chairman, said "Leslie and I are delighted to join
the Board of Andalas and concurrently we, along with John Battrick,
have invested GBP500,000 as part of the Subscription, to
demonstrate our commitment to the Company. We have been attracted
to Andalas not only for its existing assets, but importantly by the
platform for growth that the Company provides. As a first order of
business we will be conducting a review of the Company's strategy
to ensure we can realise this growth potential as soon as possible
by introducing new opportunities to the Board and widening the
existing asset base."
"On behalf of the Company, I would like to thank Rob and Simon
for their years of service to the Company and wish them well in
their future endeavours."
Board and Management Changes
Mark Rollins
Mark was until recently Chairman and CEO of Ukrnafta, the
publicly-listed company responsible for a significant proportion of
oil production in Ukraine, with over 20,000 employees. Between 2008
and 2015, he was a senior executive at BG Group plc, the former
international E&P company; his final positions being Senior
Vice President within the COO's office and managing BG's interests
in Kazakhstan. His other experiences have included senior
leadership positions across international E&P, midstream and
downstream oil and gas, and deregulated utility sectors. Beginning
his career as a Petroleum Engineer with Shell International, Mark
holds a doctorate in Engineering Science from Oxford University, as
well as a Masters in Mathematics from Cambridge University.
Leslie Peterkin
Leslie has served the E&P sector during the past two decades
as a senior Interim Manager and Advisor, initially in Australasia
and more recently, based in Geneva, covering Europe, MENA, Central
Asia and Africa. Key roles were as Woodside's Director Browse LNG
Development and MOL's SVP Operations & Development. He entered
the sector joining Shell International's Petroleum Engineering
stream in the early '80s with a variety of international postings.
A decade with international independent oil companies followed and
exposed him to both General Management and M&A, of which the
latter has formed an important aspect of his ongoing E&P
activities. Leslie's career has been defined by the ability to
transform development assets and their values. He studied Physics
at St. Andrews University, where a 1(st) Class Honours was followed
by a PhD.
Anthony John Battrick
John is a geoscientist and has worked in the E&P sector for
five decades for a number of international oil companies. Although
he has held several senior managerial positions in SE Asia, Africa,
UK and USA ranging from Country Manager to Regional Exploration
Manager to Chief Geologist, he has preferred hands on
interpretation, spending the last twenty years consulting in South
East Asia in new ventures and business building roles. In recent
years he has been responsible for significant wealth creation for a
number of clients identifying both exploration and development
opportunities. He has a Master's degree from Imperial College,
London.
Mr Simon Gorringe and Dr Robert Arnott will step down from their
roles as CEO and Chairman with immediate effect.
Options
In conjunction with the above management changes, the Company
has awarded a total of 137.5 million options over ordinary shares
in the Company ("Options") to its Executive Directors and certain
Senior Management, as set out below. Such Options will represent
8.8% of the Company's issued share capital following the
Subscription.
The Options are all exercisable at 0.30 pence per share,
representing a premium of 100% over the Subscription Price, and
vest, over a two-year period as set out below:
-- Tranche 1 vests immediately;
-- Tranche 2 vests on 1 February 2021.
Beneficiary Tranche Tranche Exercise Expiry
1 2 price
1 February
Leslie Peterkin 25,000,000 25,000,000 0.30 2025
----------- ----------- --------- -----------
1 February
Mark Rollins 25,000,000 25,000,000 0.30 2025
----------- ----------- --------- -----------
1 February
John Battrick 12,500,000 12,500,000 0.30 2025
----------- ----------- --------- -----------
1 February
Ross Warner 6,250,000 6,250,000 0.30 2025
----------- ----------- --------- -----------
Total 68,750,000 68,750,000
----------- ----------- --------- -----------
Vesting of the options is subject to the option holder providing
continuous service during the vesting period and there are no other
performance conditions attached to the options.
The Company and each of Simon Gorringe and Ross Warner have
agreed to cancel the option agreements referred to in the
announcement of 2 October 2018, amounting to 22,000,000 options
over Ordinary Shares and to release claims for unpaid salaries
totalling US$446,000.
Subscription Details
The Company has raised GBP525,000 before expenses by a
conditional subscription of 349,999,998 new shares at a price of
0.15 pence per Ordinary share (the "Subscription Shares"). The net
proceeds of the Subscription will be used to review new
opportunities in accordance with its stated strategy of broadening
its asset base and for general working capital. Mark Rollins,
Leslie Peterkin and John Battrick have entered into a 6 month
Lock-in in respect of their Subscription Shares.
The Subscription is conditional on the Subscription Shares,
which will be issued credited as fully paid and will rank pari
passu in all respects with the existing Ordinary Shares, being
admitted to trading on AIM (the "Admission"). Application is being
made for the Placing Shares to be admitted to trading and AIM and
Admission is expected to occur on or around 10 February 2020.
Mark Rollins' has subscribed through Noiva International SA, a
company wholly owned by him and Leslie Peterkin has subscribed
through Jaybelle Pty Ltd as trustee of the Drome Family
Discretionary Trust of which Leslie Peterkin is a beneficiary.
Following the issue of the Subscription Shares, Mark Rollins is
beneficially interested in 133,333,333 Ordinary Shares representing
8.5% of the Enlarged Issued Share Capital and Leslie Peterkin is
beneficially interested in 133,333,333 Ordinary Shares representing
8.5% of the Enlarged Issued Share Capital; John Battrick will hold
66,666,666 Ordinary Shares representing 4.3%
Total voting rights
Immediately following Admission, the Company will have
1,560,636,965 Ordinary Shares in issue (the "Enlarged Issued Share
Capital"). Accordingly, the total number of Ordinary Shares in the
Company with voting rights will be 1,560,636,965. This figure may
be used by Shareholders in the Company as denominator for the
calculations by which they may determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules.
Regulatory Information
Further information on Mr Leslie Peterkin as required to be
disclosed in accordance with Schedule 2 (g) of the AIM Rules for
Companies:
Leslie Stewart Peterkin, aged 66, is or has been a director of
the following companies or partnerships in the past five years:
Current directorships/partnerships Past directorships/partnerships
(within the last 5 years)
Petroleum Insights Sarl -
--------------------------------
Jaybelle Pty Ltd
--------------------------------
Further information on Mr Mark Rollins as required to be
disclosed in accordance with Schedule 2 (g) of the AIM Rules for
Companies:
Mark Andrew Rollins, aged 55, is or has been a director of the
following companies or partnerships in the past five years:
Current directorships/partnerships Past directorships/partnerships
(within the last 5 years)
Alpina Limited -
--------------------------------
Mark and Leslie have agreed to take 66 2/3% and 50% respectively
of their salary for the first 12 months of employment in Ordinary
Shares, issued quarterly, at the closing mid-market price on the
day preceding their issue.
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 ('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.
Market soundings, as defined in MAR, were taken in respect of
the conditional placing with the result that certain persons became
aware of inside information, as permitted by MAR. That inside
information is set out in this announcement and has been disclosed
as soon as possible in accordance with paragraph 7 of article 17 of
MAR. Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
For further information, please contact:
Mark Rollins Andalas Energy and Power Tel: +44 1624 681250
Plc
c/o FIM Capital Limited
Graham Smith FIM Capital Limited Tel: +44 1624 681250
Roland Cornish/ James Beaumont Cornish Limited Tel: +44 20 7628 3396
Biddle (Nominated Adviser)
Colin Rowbury Novum Securities Limited Tel: +44 207 399 9427
(Joint Broker)
Christian Dennis Optiva Securities Limited Tel: +44 20 3411 1881
(Joint Broker)
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Mark Rollins
--------------------------- --------------------------------------
2 Reason for notification
-------------------------------------------------------------------
a) Position / status Chairman
--------------------------- --------------------------------------
b) Initial notification Initial
/Amendment
--------------------------- --------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Andalas Energy and Power Plc
--------------------------- --------------------------------------
b) LEI 213800TZWOYU7UFZ5V63
--------------------------- --------------------------------------
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 Ordinary shares of nil par value
financial instrument, each in Andalas Energy and Power
type of instrument Plc ("Andalas Shares")
Identification code ISIN IM00BZ7PNY71
--------------------------- --------------------------------------
Nature of the transaction Mark Rollins, Director, has bought,
133,333,333 Ordinary Shares of no
par value each in Andalas ("Andalas
Shares") at a price of 0.15 pence
(GBP200,000) via Noiva International
SA, a company wholly owned by Mark
Rollins.
Mark Rollins has also been issued
with Options
--------------------------- --------------------------------------
c) Price(s) and volumes(s) Price(s) Volumes(s)
Subscription
for Ordinary
Shares at 0.15
pence each 133,333,333
------------
Options over
Ordinary Shares 50,000,000
------------
--------------------------- --------------------------------------
d) Aggregated information n/a
--------------------------- --------------------------------------
e) Date of the transaction 3 February 2020
--------------------------- --------------------------------------
f) Place of the transaction LSE, AIM (XLON)
--------------------------- --------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Leslie Peterkin
-------------------------- ---------------------------------------
2 Reason for notification
-------------------------------------------------------------------
a) Position / status CEO
-------------------------- ---------------------------------------
b) Initial notification Initial
/Amendment
-------------------------- ---------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Andalas Energy and Power Plc
-------------------------- ---------------------------------------
b) LEI 213800TZWOYU7UFZ5V63
-------------------------- ---------------------------------------
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 Ordinary shares of nil par value
financial instrument, each in Andalas Energy and Power
type of instrument Plc ("Andalas Shares")
Identification code ISIN IM00BZ7PNY71
-------------------------- ---------------------------------------
Nature of the transaction Leslie Peterkin, Director, has bought,
133,333,333 Ordinary Shares of no
par value each in Andalas ("Andalas
Shares") at a price of 0.15 pence
(GBP200,000) through Jaybelle Pty
Ltd as trustee of the Drome Family
Discretionary Trust of which Leslie
Peterkin is a beneficiary.
Leslie Peterkin has also been issued
with Options
-------------------------- ---------------------------------------
c) Price(s) and volumes(s) Price(s) Volumes(s)
Subscription
for Ordinary
Shares at 0.15
pence each 133,333,333
------------
Options over
Ordinary Shares 50,000,000
------------
-------------------------- ---------------------------------------
d) Aggregated information n/a
-------------------------- ---------------------------------------
e) Date of the transaction 3 February 2020
-------------------------- ---------------------------------------
f) Place of the transaction LSE, AIM (XLON)
-------------------------- ---------------------------------------
Ends.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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February 04, 2020 05:59 ET (10:59 GMT)
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