Pennpetro Energy
PPP · Main Market · Energy · mcap £11m · 9.5p 2 open situations →
Open · 2
Reverse takeover of ICENERGY
On 15 Sep 2026 the Board resolved to pursue a reverse takeover of ICENERGY, a Canadian biomass pellet business, in place of Limnytska. It is a related party deal, since Richard Spinks co-founded ICENERGY. Heads of Agreement signed 16 Oct 2026 are non-binding. ICENERGY holders would get at least 90% of Pennpetro for shares only, and a £20m placing is a completion condition with no commitments yet.
- Trading
- First retail revenue expected October 2026 from contracted US plant; Canadian plant planned 2027 16 Sep 2026 ↗
- Conditions
- Due diligence, definitive documents, shareholder approvals, Takeover Code Rule 9 waiver, FCA-approved prospectus, placing, admission. 16 Oct 2026 ↗
- Shareholder calls
- 16 September 2026 (18.30-19.30 UK time, presentation published on website); second call 24 September 2026 16 Sep 2026 ↗
- Next milestone
- AGM on 30 September 2026; prospectus and General Meeting later 16 Sep 2026 ↗
- Consideration
- Wholly new Pennpetro shares; no cash. ICENERGY holders to own not less than 90% before the placing. 16 Oct 2026 ↗
- Placing
- £20m before expenses, reasonable endeavours, no commitments yet; max 20% of enlarged share capital; completion conditional on it. 16 Oct 2026 ↗
Next: Due diligence, definitive documents, placing, prospectus; ICENERGY may terminate if £15m interest is missing · 31 Jan 2027
- 16 Oct 2026 Non-binding Heads of Agreement signed 16 Oct 2026
- 16 Sep 2026 Target confirmed; presentation published, terms outstanding
- 15 Sep 2026 Dropped by Pennpetro; RMD continues separately
- 24 Jul 2026 CPR initiated; expected September 2026
Suspension, going concern and pledged shares
Shares have been suspended since the missed audit deadline. A Loan Release Deed of 30 March 2026 removed about US$5m of debt, and the FY26 accounts of 3 Aug 2026 again carried disclaimers. On 14 Sep 2026 the company confirmed a fourth RMD loan note, CLN4 of £380,000. This takes RMD funding to £1.205m, and RMD cannot convert any of it until Resolution 11 passes at the 30 Sep 2026 AGM.
- Audit
- FY26 audit report again carries disclaimers of opinion, which the board says are legacy of earlier periods 3 Aug 2026 ↗
- Reset
- Audited interims for April-June 2026 planned, expected to be free of disclaimers 3 Aug 2026 ↗
- RMD loan notes
- Three notes totalling £825,000 (£250,000, £250,000, £325,000); expected to convert to equity on the RTO 3 Aug 2026 ↗
- US debt
- Petroquest loan note of about US$4.8m released; disposal effective 30 March 2026 3 Aug 2026 ↗
- CLN4 size
- £380,000 from RMD Group, confirmed 14 Sep 2026 14 Sep 2026 ↗
- Conversion price
- £0.022 14 Sep 2026 ↗
- 14 Sep 2026 CLN4 agreed; conversion blocked pending AGM vote
- 3 Aug 2026 FY26 accounts filed, disclaimers of opinion remain
- 23 Apr 2026 CLN3 being finalised; SPARK engaging FCA
- 31 Mar 2026 c. $5m debt removed; shares still suspended
Closed · 2
Company filings. Not investment advice.