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 £26.24 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 £5 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 the circular | 7 September 2022 | ||
|
Latest time and date for receipt of Forms of Proxy |
11.00 a.m. on 27 September 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 the New Ordinary Shares |
8.00 a.m. 30 September 2022 | ||
|
CREST accounts credited with the New Ordinary Shares in uncertificated form |
30 September 2022 | ||
|
Despatch of definitive certificates for New Ordinary Shares (in certificated form) |
14 October 2022 | ||
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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 Nikita Levine, Investor Relations
| +44 (0) 207 016 7950
|
| 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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