Atome to be valued £20 million pre-new money
Raise by Atome of up to £9m at 80p per share
President Energy (AIM: PPC), the energy company with a diverse portfolio of energy assets provides an update in relation to the proposed spin-off and IPO of Atome Energy PLC (“Atome”).
• Expected details of dividend in special and dividend schedule set out below
• Atome to be valued pre-money at £20 million
• Atome to raise up to £9m by way of placing, and a subscription through PrimaryBid, at 80p per share
• Executive management of Atome, led by Olivier Mussat, the former Chief Investment Officer of Global Energy at the World Bank’s International Finance Corporation (“IFC”), to meaningfully subscribe in the placing
• Non-executive Chairman of Atome, Peter Levine to meaningfully subscribe and also provide a standby equity facility to Atome at the placing price at no cost to Atome or President to support the successful fundraise
• Proposed dividend in special , placing by SP Angel and subscription through PrimaryBid
On 1 8 November 2021, the Company sent a letter to its shareholders (“Letter”) , announced to the market the following day, relating to the proposed distribution of shares in Atome to shareholders of President. Shareholders are encouraged to read the Letter carefully and if in any doubt contact their own financial or other professional adviser authorised and regulated by the Financial Conduct Authority.
As set out in the Letter, following the passing of the Resolution on 18 November 2021 approving the proposed distribution by way of dividend in special in respect of certain of the shares held by the Company in Atome (“Distribution”), Atome is proposed to be spun-out of President Energy and its shares admitted to trading on AIM (“Admission”). The necessary capital reduction to facilitate the creation of sufficient distributable reserves to enable the Distribution to be made has been approved by the High Court of Justice in England and Wales and become effective, and the directors of the Company are authorised to make the Distribution as they may determine.
To effect the Distribution as detailed above, the Company is proposing to pay a dividend in special of ordinary shares of Atome (“Atome Shares”) to Shareholders who are on the Company’s register of members at the close of business on the day immediately prior to Admission (“Record Date”), such Shareholders being referred to as “Qualifying Shareholders”. President Energy currently beneficially holds ordinary shares in Atome representing 85% of Atome’s current issued share capital.
The expected timetable relating to the proposed dividend in special and the estimated ratio of entitlement to shares in Atome is set out below. The Company previously announced that the Atome Shares subject to the Distribution would represent up to approximately 75% of President Energy’s current holding in Atome and approximately 65% per cent of the current issued share capital of Atome and on that basis, the expected entitlement ratio (“the Ratio”) is as follows:
1 Ordinary Share in Atome for every 169 Ordinary Shares in President held on the Record Date
Shareholders should note that the Ratio is subject to finalisation and the final terms of the proposed distribution ratio is expected to be confirmed by a further announcement no later than 23 December 2021.
The proposed Ratio entitlement has been based on a pre-new money valuation of Atome of £20 million. Based on the existing issued ordinary share capital of 25 million Atome Shares, the fundraise issue price is 80p per new Atome Share. The target fundraise is up to £9 million by way of a placing by SP Angel and subscription through PrimaryBid which is currently live. On such basis it is expected that post raise President’s holding in Atome will be in the range of 23-25%.
Shareholders are reminded that they must seek and rely on their own financial or professional advice as to taxation in whichever jurisdiction they are located and that in certain locations it may not be possible for them to receive or benefit from any such dividend. Accordingly, the Company makes no representations or warranties in respect of any such regards.
The Directors currently expect that the timetable for the proposed distribution will be as follows:
Announcement of the final terms of the proposed in specie dividend ratio
Thursday, 23 December 2021
Record Date for the proposed in specie dividend
6.00p.m. Wednesday, 29 December 2021
In specie dividend effective
6.01p.m. Wednesday, 29 December 2021
President Shares trade ex-entitlement in respect of the in specie dividend
From 8a.m.onThursday, 30 December 2021
1. All references to times in this announcement are to London time unless otherwise stated.
2. Each of the above dates is subject to change at the absolute discretion of the Company and will be notified through a further announcement via RNS.
A further announcement will be made in due course to confirm the expected date for the admission of Atome to trading on AIM and when CREST accounts will be settled in respect of the in specialal dividend.
Management participation and standby equity facility
It is pleasing to report that the executive management of Atome led by the CEO, Olivier Mussat, the former Chief Investment Officer of Global Energy at the IFC, part of the World Bank Group is to meaningfully subscribe in the placing, demonstrating conviction in Atome and its prospects.
Further, t o support a successful fundraise, in addition to participating directly and likewise meaningfully in the placing, Peter Levine , the non-executive chair of Atome, through his PLLG Investments Limited vehicle has agreed not only to subscribe in the placing but also to provide Atome with a standby equity facility of up to £3m. Under the facility Atome have will the right to require PLLG Investments Limited to subscribe for new Atome Shares at the issue price of 80p per Atome Share in the 18 months from Admission. The facility is being provided without any fees or other payments to PLLG Investments Limited or Peter Levine. The exercise of the facility will be at the reasonable opinion of the directors of Atome if required to fund the working capital needs of Atome. Peter Levine is also chair of the Company.
President Energy PLC
Nikita Levine, Investor Relations
+44 (0) 207 016 7950
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.
Atome Energy is the green hydrogen and ammonia subsidiary of President Energy PLC with intended operations in the Americas and Europe and a targeted separate listing on the London Stock Exchange market later in 2021.
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.
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