LONDON: Edenville Energy Plc (LON: EDL) announced that Mr Anthony (Tony) Buckingham has agreed a £1.0 million strategic investment in the Company through the Placing of shares, giving him a shareholding of 18.5% of the Company’s issued share capital, as enlarged by the Placing.
Mr Buckingham is well known in the natural resources market, particularly in Africa, having been CEO and major shareholder of Heritage Oil Limited from 2006 until its acquisition by a wholly-owned subsidiary of Qatari investment fund, Al Mirqab Capital SPC, in 2014 for a consideration of US$1.6 billion.
His wealth of experience and broad network of relationships is expected to prove highly beneficial as Edenville looks to add additional assets into the Company as previously announced.
Edenville Energy (LON: EDL) has conditionally raised £2.475 million by way of a placing of 9.9 million new ordinary shares of 1p each at a placing price of 25p per Ordinary Share through Brandon Hill Capital Limited.
Conditional on completion of the Placing, investors in the Placing will also receive, for every Placing Share, one warrant to subscribe for one new Ordinary Share, each with an exercise price of 25p per share, exercisable for a period of three years from the date of grant, resulting in the issue of 9,900,000 Warrants.
If the Warrants are exercised in full, this would result in the issue of a further 9,900,000 new Ordinary Shares, raising £2,475,000 for the development of the Company’s business, and which would represent in aggregate approximately 29% of the Company’s fully diluted share capital.
As mentioned above, Mr Buckingham has agreed to invest £1,000,000 in the Placing for 4,000,000 Placing Shares, which will result in him holding an 18.5% interest in the enlarged issued share capital of the Company on Admission.
In addition, Mr Buckingham, on Admission, will hold 4,000,000 Warrants pursuant to the Placing. Mr Buckingham has agreed that his aggregate interest in the Company’s Ordinary Shares, including those of any persons deemed to be acting in concert with him, shall not exceed 29.99% of the total voting rights as a result of future acquisitions of Ordinary Shares pursuant to the exercise of the Warrants.
In addition, the Company benefits from having four large independent shareholders (representing approximately 50% of the Ordinary Shares currently in issue), being the Brandon Hill Group, the Pitchcroft Group, RAB Capital and John Story, and Edenville is pleased to confirm their ongoing support via participation in the Placing for a combined total of £1,050,000.
Proceeds from the Placing, coupled with the Company’s existing cash resources, will be used to augment working capital and target additional asset acquisitions, leveraging the natural resources and capital markets expertise of its Board, and significant shareholders, which will be materially boosted by the involvement of Mr Buckingham who is set to become the Company’s largest shareholder.
The Company also intends to use the Placing proceeds to repay in cash the outstanding amount of US$421,313 owing to Lind Partners LLC under the Funding Agreement dated 6 November 2018. Under the Funding Agreement, once notified of the Company’s intention to repay the loan, Lind have the right within 10 business days to convert up to 25% of the face value of the loan (US225,000) into equity at a price per Ordinary Share being the lesser of (i) £0.40 and (ii) 90% of the average five daily volume weighted average prices per share as selected by Lind in its sole discretion during the 20 trading days prior to notifying the Company of its intention to convert.
Any such conversion into equity would occur at the same time as repayment of the balance of the loan in cash by Edenville.
The Placing is conditional, inter alia, on shareholders approving the allotment of the Placing Shares and the Warrants at a duly convened General Meeting and Admission. The requisite notice of General Meeting is expected to be sent to shareholders shortly and a further announcement will be made in this regard.
Brandon Hill has entered into an agreement with Edenville under which, subject to the conditions set out therein, Brandon Hill has been instructed by Edenville to use its reasonable endeavours to procure subscribers for the Placing Shares. The Placing Agreement includes customary provisions including that the Placing Agreement can be terminated in certain circumstances.
On completion of the Placing, the Directors intend to review the composition of the Board, with the appointment of at least one additional non-executive director proposed to be made.
On Admission, assuming no issue of new Ordinary Shares takes place prior to the General Meeting, the total issued share capital of the Company with voting rights will comprise 21,645,575 Ordinary Shares. Including the Warrants, the Adviser Warrants and the Broker Warrants (as defined below), as well as the existing options and warrants, the fully diluted share capital of the Company will comprise 33,961,000 Ordinary Shares.
The Company also announces that following completion of the Placing a corporate adviser will be issued 117,456 warrants to subscribe for new Ordinary Shares at a price of 35p pence per share, exercisable for a period of three years.
Dr. Jeff Malaihollo, Edenville’s current Chairman and acting CEO, commented: “I am delighted to welcome Tony Buckingham as a new shareholder. His experience and network of relationships are expected to open up additional asset acquisition opportunities. The Company announced earlier this year it intends to bring additional assets into the portfolio following the intended handover of operations at Rukwa to its strategic partner ILTL. The Placing, subject to shareholder approval, should, in our view, now provide the catalyst for these exciting developments to take place”.
Edenville Energy PLC LON: EDL share price
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6 May, 4:30 pm GMT+1 · Disclaimer
