18th Apr 2017 16:09
Independent Resources plc
("Independent Resources" or the "Company")
Result of General Meeting and Successful Conclusion of Open Offer
Admission of Shares, Change of Name/Ticker, New Website, Grant of Warrants, PDMR Dealings, Total Voting Rights
Independent Resources, the upstream oil & gas company is pleased to make the following announcements.
Result of General Meeting
The Board is pleased to announce that at the General Meeting held earlier today, all the Resolutions proposed were duly passed by way of a Poll. The voting results are detailed below:
Resolution | Votes For | % of Votes cast | Votes Against | % of Votes cast | Total votes cast |
1. | 1,587,745,216 | 99.999 | 8,334 | 0.001 | 1,587,753,550 |
2. | 1,587,753,550 | 100 | 0 | 0 | 1,587,753,550 |
3. | 1,587,711,520 | 99.999 | 8,334 | 0.001 | 1,587,719,854 |
4. | 1,587,711,520 | 99.997 | 42,030 | 0.003 | 1,587,753,550 |
5. | 1,587,745,216 | 99.999 | 8,334 | 0.001 | 1,587,753,550 |
Votes 'For' include those votes giving the Chairman discretion.
There were 3,921,086,881 Ordinary shares in issue, all of which had the right to vote.
A vote 'withheld' is not a vote in law and is not counted in the calculation of the votes for or against.
Full details of the resolutions are set out in the Notice of General Meeting, dated 16 March 2017 (www.echoenergyplc.com)
Successful Conclusion of Significantly Oversubscribed Open Offer
The Open Offer closed for acceptances at 11.00 a.m. on 13 April 2017 and the Company announces that it was hugely oversubscribed and that it has received valid acceptances in respect of 2,236,280,127 Open Offer Shares from Qualifying Shareholders, raising £1,453,582 before expenses, conditional only on Admission. This represents 100 per cent. of the Open Offer Shares offered and includes applications for 58,066,839 Open Offer Shares under the Excess Application Facility. Accordingly, valid applications for Open Offer Entitlements under the Open Offer are being met in full.
Applications for Excess Open Offer Entitlements were significantly greater than the number of Open Offer Entitlements not applied for and have accordingly been scaled back pro rata to the number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility.
All eligible applications under the Excess Application Facility will be scaled back pro rata to the number of Excess Shares applied for and refund payments for all unallocated Excess Applications will be made as soon as reasonably practical.
Admission of Open Offer Shares
Application has been made for 2,236,280,127 New Ordinary Shares pursuant to the Open Offer to be admitted to trading on AIM with Admission expected to become effective at 8.00 a.m. on 19 April 2017.
Change of Name/Ticker
As announced on 6 March 2017 the Company can confirm that, following the special resolution at the General Meeting, it will change its name to Echo Energy plc with immediate effect. As a consequence it will adopt the ticker symbol ECHO. This is expected to become effective for trading in the Company's shares on 19 April 2017. The Company's ISIN and SEDOL codes will remain unchanged.
New Website
The Company's new website is now active and can be found at www.echoenergyplc.com, including the information required by AIM Rule 26.
Grant of Warrants
As per the terms of the £1m three year secured loan from Greenberry plc ('Greenberry') to the Company, announced on 6 March 2017, Greenberry was to be granted 1,538,461,538 warrants. On 9 March 2017 53,078,411 warrants were issued to Greenberry and following today's General Meeting 477,800,000 warrants will be issued with the remainder to be issued following approval for further authority to issue equity securities on a non-pre-emptive basis, which will be sought at the next general meeting of the Company.
PDMR Dealings
Greg Coleman, the Company's Chief Executive Officer, has participated in the Open Offer and as result of his application, including Excess Shares, will be allotted 3,043,799 shares in the Company.
As a result of this purchase Greg Coleman is interested in 7,589,876 Ordinary shares, representing 0.123% of the Company's enlarged issued share capital.
Total Voting Rights
On Admission of the New Ordinary Shares the Company will have 6,157,367,008 Ordinary Shares in issue and no shares are held in treasury. Therefore, the Company's total number of Ordinary Shares with voting rights will be 6,157,367,008.
The above figure of 6,157,367,008 may be used by Shareholders as the denominator for the calculations by which they will 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.
The Company has this morning announced its intention to proceed with a 25:1 share consolidation which will be brought to shareholders for approval during the latter half of May 2017.
For further information please contact:
Independent Resources / Echo Energy James Parsons, Chairman Greg Coleman, Chief Executive Officer |
ZAI Corporate Finance Limited - Nominated Adviser +44 (0) 20 7060 2220
John Treacy / Jamie Spotswood
Brandon Hill Capital Limited - Broker +44 (0) 20 3463 5000
Jonathan Evans / Oliver Stansfield
The information communicated in this announcement is inside information for the purposes of Article 7 of Market Abuse Regulation 596/2014 ("MAR").
ANNEX
Template for notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
|
William Gregory Coleman | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| PDMR, Chief Executive Officer of Independent Resources plc | |||
b)
| Initial notification /Amendment
| Initial Notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Independent Resources plc | |||
b)
| LEI
| 2138006SNII7SKIGG445 | |||
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 financial instrument, type of instrument | Ordinary Shares | |||
Identification code | GB00B0RNX796 | ||||
b)
| Nature of the transaction
| Purchase of Open Offer Shares | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
0.065p | 3,043,799 | ||||
d)
| Aggregated information | ||||
- Aggregated volume | N/A | ||||
- Price | N/A | ||||
e)
| Date of the transaction
| 18 April 2017 | |||
f)
| Place of the transaction
| London Stock Exchange | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
|
Greenberry plc | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Notification concerns a PCA, being a legal person the managerial responsibilities of which are discharged by Marco Fumagalli, a PDMR of Independent Resources plc
| |||
b)
| Initial notification /Amendment
| Initial Notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Independent Resources plc | |||
b)
| LEI
| 2138006SNII7SKIGG445 | |||
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 financial instrument, type of instrument | Warrants | |||
Identification code | |||||
b)
| Nature of the transaction
| Grant of warrants | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
0.12p | 477,800,000 | ||||
d)
| Aggregated information | ||||
- Aggregated volume | N/A | ||||
- Price | N/A | ||||
e)
| Date of the transaction
| 18 April 2017 | |||
f)
| Place of the transaction
| London Stock Exchange | |||
Related Shares:
ECHO.L