DGAP-News: ADM Energy PLC / Key word(s): AGM/EGM
26.11.2021 / 07:00
The issuer is solely responsible for the content of this announcement.
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
ADM Energy plc
+44 20 7459 4718
Osamede Okhomina, CEO
Cairn Financial Advisers LLP
+44 20 7213 0880
Jo Turner, James Caithie
+44 20 3764 2341
Claire Louise Noyce
ODDO BHF Corporates & Markets AG
+49 69 920540
Michael B. Thiriot
+44 20 7618 9100
Harry Chathli, Alexis Gore, Tan Siddique
LETTER FROM THE CHAIRMAN
Notice of General Meeting
On 15 November ADM Energy Plc ("Company") announced that it had raised £475,000 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.
The following resolutions will be proposed at the GM:
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 £2,044,808.63 (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.
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) £66,666.67 in respect of the Warrants; and
(c) in any other case, up to an aggregate nominal value of £2,044,808.63 (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, the 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 Company'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.
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.
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