Echo Energy plc (LON:ECHO), the Latin American focused upstream oil and gas company, has announced the results of the Placing, further to the Company’s announcement released at 5.02 p.m. on 12 August 2022. Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Launch Announcement.
The Placing was oversubscribed and has raised £0.6 million (before expenses) for the Company through the placing of 242,000,000 Placing Shares at the Placing Price of 0.25 pence per share.
Subject to shareholder approval, in connection with the Placing, for every one Placing Share subscribed for, the Company intends to grant 1.07 Warrants to the Placees. No fractional part of a Warrant will be issued and fractional entitlements will be rounded down to the nearest whole number. If granted, each Warrant will give the holder the right to subscribe for one new Ordinary Share at a price of 0.25 pence per Ordinary Share for a period of two years from the date of issue.
In addition, as set out in the Launch Announcement, under the LO Agreement, LO has agreed to the conversion of accrued interest on the LO Facility for the periods Q3 2021 to 31 October 2022 inclusive to new Ordinary Shares at a conversion price of 0.25 pence per new Ordinary Share. The accrued interest to 31 October 2022 will amount to EUR 625,803.58. Accordingly, the Company has agreed to issue to LO 213,949,943 LO Interest Conversion Shares.
Under the same agreement, LO has conditionally agreed to conversion in full of the principal of the LO Facility, however this is contingent on obtaining Noteholder approval for the Notes Restructuring and Shareholder approval of authorities to issue the new Ordinary Shares required on conversion. Further details of the Proposed Debt Restructuring are set out in the Launch Announcement.
Arden Fees
As set out in the Launch Announcement, certain fees and commissions payable by the Company to Arden pursuant to the Placing Agreement shall be satisfied by the Company by the issue to Arden of 30,000,000 Ordinary Shares at the Placing Price. The Broker Fee Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares
Adviser Fees
In addition to the Broker Fee Shares, certain outstanding fees which are due and payable by the Company to a third party adviser shall be satisfied by the Company by the issue of 8,000,000 new Ordinary Shares at the Placing Price. The Adviser Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares.
Placee Commissions
As set out in the Launch Announcement, and as is permitted by the Companies Act 2006 and the Company’s articles of association, the Company is permitted to pay commission to subscribers in consideration for their subscription of new Ordinary Shares. The Company shall satisfy such liabilities by the issue to the relevant Placees of additional new Ordinary Shares at the Placing Price. Following completion of the Bookbuild, the Company has agreed to issue, in aggregate, 10,220,000 Placee Commission Shares at the Placing Price to Placees. The Placee Commission Shares will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares.
The Placing Shares, the LO Interest Conversion Shares, the Broker Fee Shares, the Adviser Shares and the Placee Commission Shares are together the “New Ordinary Shares”.
Admission and Total Voting Rights
The Company will make an application to the London Stock Exchange for an aggregate of 504,169,943 New Ordinary Shares to be admitted to trading on AIM pursuant to the Placing and the LO Interest Conversion, as well as the fee and commission arrangements concerning the Broker Fee Shares, the Adviser Fees and the Placee Commission Shares detailed in this announcement. It is expected that admission of the New Ordinary Shares, will become effective, and dealings will commence at 8:00 a.m. (London time) on or around 29 August 2022 (or such later date as may be agreed between the Company and Arden). The New Ordinary Shares will rank pari passu with the existing Ordinary Shares.
Following Admission, there will be 1,956,661,288 Ordinary Shares in issue. This number may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company.
