Andalas Energy and Power Plc - Institutional Investment

Andalas Energy and Power Plc

(‘Andalas’, or the ‘Company’)

Institutional investment

Andalas Energy and Power plc (AIM:ADL) is pleased to announce, following the announcement of our Sumatra-1 project, a placing of 1,277,139,208 new ordinary shares of Nil par value (the “Placing Shares”) to raise £500,000 (before expenses) with new and existing shareholders at an issue price of 0.03915 pence per share.  The placing was led by 1798 Volantis Fund Ltd (“Volantis”) who has subscribed for a total of 1,277,139,208 shares equating to 21.33% of the enlarged share capital of the Company.  Furthermore Volantis has provided the Company with a flexible convertible loan note facility (“facility”) for up to £2,000,000 (subscription price £1,800,000) to provide access to follow-on capital that will be required to develop at least one of its projects through to final investment decision.

Highlights:

• Equity placing to raise a total of £500,000 at a 10% discount to the closing mid-market share price.
• Volantis has also agreed to provide the Company with up to £2,000,000 face value (issue price £1,800,000) of follow-on finance via the issue of a convertible loan note facility:
  • The first £500,000 draw down is subject to mutual agreement and will be no earlier than 1 March 2018, or such other date as agreed in writing.
  • Three further drawdowns of £500,000 are also subject to mutual agreement and can be drawn down quarterly thereafter, or such other date as agreed in writing.
• Issue of warrants over 638,569,604 ordinary shares of the Company with 5 year term and a strike price of 0.54375 pence per share, representing a 25% premium to the closing share price.

Simon Gorringe, Chief Executive of Andalas Energy & Power, commented, “The funds raised in the placing enable the Company to advance each of its projects.  It is expected that, taken together the proceeds from the equity subscription alongside the convertible loan note would, if drawn down, provide the capital to fund the Company through to the first projects final investment decision, which is the precursor to construction.

“The facility provides the Company with a flexible funding option from our largest shareholder, which is designed to provide back-stop funding, whilst at the same time giving the Company the option to enter into alternative funding options, for example at project level, that are potentially more accretive to all shareholders, including Volantis.”

Terms of the Convertible loan notes

Volantis has subscribed for up to 80 £25,000 senior unsecured zero coupon loan notes for a maximum potential investment of £2,000,000 face value (issue price £1,800,000).  The details of the facility are as follows:

Key terms:

• The Loan notes are a senior unsecured obligation of the Company.
• The Loan notes are repayable by the issuer at par 12 months after the relevant issue date. 
• The Loan notes are convertible at the holders’ discretion at any time up to redemption date.
• Early redemption is possible at the election of the issuer and will incur an early redemption penalty of 5% of the par value.
• In the event of default the Loan notes will incur a default penalty of 20% of the outstanding amount and become fully redeemable.
• In conjunction with the issue of each loan note tranche, 5 year warrants will be issued at a strike price that is set at 125% premium to the closing mid-market share price prior to draw down.

Drawdown terms

• Loan note draw down by mutual agreement in equal tranches of 20 loan notes of £25,000 each (£500,000) every 3 months, or such other date as agreed in writing.
• Each tranche of the loan note facility can be drawn down.  The first draw down date is 1 March 2018.
• The Loan notes are issued at 90% of the par value (issue price of £22,500, vs face value of £25,000).  No further interest will be payable.
• The Loan notes are convertible into equity at the lessor of 125% of the closing price on the day prior to issue or if lower 90% of the market price (being average of 5 day volume weighted average price as chosen by the investor during the twenty trading days preceding and inclusive of the conversion date).

Warrants

Issue of warrants over 638,569,604 ordinary shares of the Company with 5 year term and a strike price of 0.054375 pence per share, representing a 25% premium to the closing share price.  The warrant holder has also been granted the right to participate in any future placings in proportion to their unexercised warrant holding.

Equity subscription

The proceeds of the placing will be used to provide additional working capital and project development capital to advance Andalas’ portfolio of wellhead IPP projects. 

Application has been made to the London Stock Exchange for admission of the Placing Shares to trading on AIM (‘Admission’) and it is expected that Admission will occur and that trading in the Placing Shares will commence at 8.00 am on 30 November 2017. The Placing Shares will rank pari passu in all respects with the Company's existing issued ordinary shares.

Following the issue of the Placing Shares, the Company's issued share capital will consist of 5,985,691,798 ordinary shares of nil par value ("Ordinary Shares"), with each Ordinary Share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. This figure of 5,985,691,798 Ordinary Shares may therefore be used by shareholders in the Company as the denominator for the calculations 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 under the FCA's Disclosure Guidance and Transparency Rules ("DTRs").

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 ('MAR’).  Upon the publication of this announcement via a Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

For further information, please contact:

David Whitby	Andalas Energy and Power Plc	Tel: +62 21 2783 2316
Sarah Wharry	Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker)	Tel: +44 20 7894 7000

**ENDS**