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Fundraising and Restoration to Trading

In brief · summary, not quotable

Completed £30.6m fundraising via subscription of 437m shares at 7p per share; trading restored.

  • Fundraising amount £30.6m
  • New shares issued in subscription 437,112,466
  • Subscription price per share 7p
  • Shares to be issued immediately 298,134,852
  • Shares issued by 4 September 2025 138,977,614
  • New hydrocarbon asset acquisition debt facility US$200m
Full announcement

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Following its announcement on 3 March 2025, Savannah Energy PLC, the British independent energy company focused around the delivery of Projects that Matter, announces the completion of a fundraising (the "Fundraising") by way of a subscription of new ordinary shares of £0.001 each ("Ordinary Shares") to raise approximately £30.6 million, in aggregate, at a price per Ordinary Share of 7 pence. As also previously announced on 3 March 2025, the listing of the suspension and restoration to trading on AIM of the Company's existing Ordinary Shares has become effective at 7.30 a.m. this morning.

Andrew Knott, CEO of Savannah Energy, said:

"This morning, we are announcing a series of primary and secondary transactions in our shares. These transactions have seen existing institutional shareholders, the Company's Board and management team, and other new long-term growth orientated investors make significant new investments in our Company. Together with the earlier announced signature of a new US$200m hydrocarbon asset acquisition debt facility, these transactions lay a strong foundation for the delivery of our 2025 - 2030 organic and inorganic growth plans.

I would like to express my gratitude to our existing and new shareholders and lenders for their support and I look forward to updating everyone as we progress the delivery of our focus projects throughout the year."

Highlights

  • The Company has completed the Fundraising, via a subscription (in more than one tranche) for 437,112,466 new Ordinary Shares by, inter alia, long-term growth orientated strategic investors and a Director of the Company and other long term growth orientated investors raising, in aggregate, approximately £30.6 million before expenses (the "Subscription");
  • The Company is aware of a series of secondary trades in the Company's shares that have happened or are imminently to happen (the "Secondary Sale Process") (together with the Subscription, the "Transactions"); and
  • As part of the Transactions and the exercise of previously awarded share options, certain of the Company's Directors have acquired, or are imminently due to acquire, in aggregate, 129,963,910 million Ordinary Shares and will hold, in aggregate, 10.85% of the Company's enlarged issued share capital.

Investor Presentation and Webcast

A new investor presentation will be available on the Company's website shortly.

An investor presentation webcast will be held today at 2:00 p.m. (GMT) where CEO Andrew Knott will be presenting, as well as hosting a Q&A session. If you are a shareholder or professional investor and wish to register for the webinar and/or submit questions, please click this link and complete the registration form https://www.savannah-energy.com/investor-presentation-webcast/. Registration must be completed and questions submitted by 11.30 a.m. today. Once registered, a link will be sent to you via email shortly before the scheduled start time of the webinar.

Details of the Subscription, including Director participation in it, and the Secondary Sale Process

As noted above, the Company announces the completion of the Fundraising to raise, in aggregate, gross proceeds of approximately £30.6 million (before expenses), with such funds expected to be paid to the Company in accordance with the terms of the respective subscription letters entered into, through a subscription of, in aggregate, 437,112,466 new Ordinary Shares (the "Subscription Shares") to institutional and other investors, including CEO, Andrew Knott, at a price of 7 pence per share. In aggregate, 298,134,852 Subscription Shares will be issued shortly after this announcement and, in aggregate, 138,977,614 Subscription Shares will be issued in due course and by not later than 4 September 2025.

The following table illustrates the effect of Director participation in the Subscription and the Secondary Sale Process. Additionally, as also noted below, certain Directors have exercised share options previously awarded to them under various share options plans. Sir Stephen O'Brien and David Clarkson have each exercised 142,857 share options over new Ordinary Shares, previously awarded under the 2020 Officers Plan. Andrew Knott and Nick Beattie have exercised 2,200,000 and 187,500 share options respectively over existing Ordinary Shares held in the Employee Benefit Trust ("EBT"), previously awarded under the 2020 Officers Plan. Additionally, Nick Beattie has exercised 2,322,678 share options over existing Ordinary Shares held in the EBT, previously awarded under the Employee Plan 2021.

DirectorExisting Holding of Ordinary SharesNew Ordinary Shares to be acquired pursuant to the SubscriptionExisting Ordinary Shares acquired through the Secondary Sale ProcessOrdinary Shares to be acquired through the exercise of share options*Resultant Holding of Ordinary Shares ***Resultant holding as a % of the enlarged share capital ***
Andrew Knott48,555,409**25,598,92991,445,5102,200,000***167,799,848***9.6%
Joseph Pagop Noupoué6,095,726---6,095,7260.35%
Sir Stephen O'Brien533,999-214,285142,857891,1410.05%
Nick Beattie---2,510,1782,510,1780.14%
Sarah Clark--1,782,149-1,782,1490.10%
David Clarkson1,630,488-712,859142,8572,486,2040.14%
Mark Iannotti****5,366,555-1,500,000-6,866,5550.39%
Steve Jenkins722,198-714,286-1,435,0580.08%
Total62,904,375**25,598,92996,369,0894,995,892***189,868,285***10.85%

Note: The above table assumes no other changes in the Company's share capital or holdings of Directors between now and the point of the completion of the Subscription.

* Comprises options exercised over new Ordinary Shares and existing Ordinary Shares held in the EBT, as detailed above.

** Subscription Shares to be acquired by Andrew Knott by not later than 4 September 2025.

*** Includes the issue of 25,598,929 Subscription Shares to Andrew Knott and 113,378,685 Subscription Shares to the New Investor (as defined below) by not later than 4 September 2025.

**** Reported mistakenly as a marginally higher figure in the Company's 2023 Annual Report, now been corrected.

The FCA notifications, made in accordance with the requirements of MAR, are appended below.

Pursuant to the terms of the Subscription, one of the new subscribing shareholders (the "New Investor") has committed to subscribe for 113,378,685 Subscription Shares at the Subscription Price by not later than 4 September 2025. Andrew Knott's subscription for 25,598,929 Subscription Shares pursuant to the Subscription was a condition imposed by two of the investors participating in the Subscription, in connection with their participation. Mr Knott agreed to participate in the Subscription through his wholly owned investment vehicle Lothian Capital Partners 6 Limited, which has agreed to subscribe on similar terms to the New Investor. Allotment, and admission to trading on AIM, of the Subscription Shares due to the New Investor and Andrew Knott will occur following payment of the Subscription considerations due by each of the respective parties and by not later than 4 September 2025. All other participants in the Subscription will be settling their respective Subscription Considerations due at the time of issue of their Subscription Shares.

Reasons for the Fundraising and Use of Proceeds

The Company is conducting the Fundraising to enable it to execute its strategy of delivering Projects that Matter in Africa. The Board believes that this Fundraising is being conducted at the appropriate time and that it will enable strategic investment in the Company by long-term growth orientated investors. The net proceeds will be used to assist with meeting the objectives of the Company overall, with the current intention being to apply the proceeds as follows:

  • Enable the potential acceleration of key business development opportunities under consideration;
  • To repay and/or acquire approximately US$21 million of subsidiary company debt; and
  • General corporate purposes.

Admission, Total Voting Rights, Options and Warrants

Application has been made to the London Stock Exchange for admission of the 298,134,852 Subscription Shares and the 285,714 new Ordinary Shares issued in respect of the exercise of options by Directors Sir Stephen O'Brien and David Clarkson, to trading on AIM ("Admission"). Application has also been made for the 6,095,726 new Ordinary Shares that were issued as noted in the Company's 21 April 2023 RNS, which were not admitted to trading on AIM at the time due to the Company's then suspension from trading. It is expected that Admission will become effective at 8.00 a.m. on or around 6 March 2025 or such later date as may be agreed.

Following Admission of the above 298,420,567 new Ordinary Shares, the Company will have 1,610,615,112 Ordinary Shares in issue. The Company does not hold any Ordinary Shares in treasury and accordingly this will be the total number of voting rights in the Company and may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Rules and the Transparency Rules.

Application for the admission to trading on AIM of the 138,977,614 Subscription Shares to be issued to Andrew Knott and the New Investor will be made in due course, following payment of the consideration due by each of the respective parties, by not later than 4 September 2025.

In addition to the Ordinary Shares in issue, the Company continues to have in place agreements related to 101,113,992 warrants1 and 22,645,634 options2 granted to certain Directors, which are over unissued Ordinary Shares. Further details on these instruments and the holders are detailed in the below notes and in the Company's 2023 Annual Report.

For further information, please refer to the Company's website www.savannah-energy.com or contact:

Savannah Energy +44 (0) 20 3817 9844

Andrew Knott, CEO

Nick Beattie, CFO

Sally Marshak, Head of IR & Communications

Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409 3494

James Spinney

Ritchie Balmer

Rob Patrick

Tennyson Securities (Financial Adviser) +44 (0) 20 7186 9033

Peter Krens

Cavendish Capital Markets Ltd (Joint Broker) +44 (0) 20 7220 0500

Derrick Lee

Tim Redfern

Panmure Liberum Limited (Joint Broker) +44 (0) 20 3100 2000

Scott Mathieson

James Sinclair-Ford

Camarco +44 (0) 20 3757 4983

Billy Clegg

Owen Roberts

Violet Wilson

Footnotes

  • As a result of the Subscription, and in accordance with the terms of the warrant instrument entered into with Andrew Knott (via his wholly owned company, Lothian Capital Partners 4 Limited ("LCP4L")) as detailed in the Company's AIM Admission Document dated 30 December 2021, the exercise price of the 101,113,992 warrants issued to LCP4L has been adjusted from 23.5p per warrant to 19.2p per warrant.
  • Share options granted under the 2014/15 Replacement Plan 2021.

Appendix 1

Director/PDMR Dealings

Director Participation in the Subscription

1Details of the person discharging managerial responsibilities
a)NameAndrew Knott
2Reason for the notification
a)Position/statusChief Executive Officer
b)Initial notification /AmendmentInitial notification
a)NameSavannah Energy PLC
b)LEI2138002YCJORSFH5YR43
a)Description of the financial instrument, type of instrumentOrdinary Shares of £0.001 each
Identification codeGBOOBP41S218
b)Nature of the transactionPurchase of new Ordinary Shares
c)Price(s) and volume(s)Price: £0.07 Volume: 25,598,929
d)Aggregated information
- Aggregated volumeN/A, single transaction
- Price
e)Date of the transaction4 March 2025
f)Place of the transactionOutside a trading venue
Appendix 2
Directors/PDMR Dealings
Director Participation in the Secondary Sale Process
1Details of the person discharging managerial responsibilities
a)Name1. Andrew Knott 2. Sir Stephen O'Brien 3. Sarah Clark 4. David Clarkson 5. Mark Iannotti 6. Steve Jenkins
2Reason for the notification
a)Position/status1. Chief Executive Officer 2. Vice Chair 3. Non-Executive Director 4. Non-Executive Director 5. Non-Executive Director 6. Non-Executive Director
b)Initial notification /AmendmentInitial notification
a)NameSavannah Energy PLC
b)LEI2138002YCJORSFH5YR43
a)Description of the financial instrument, type of instrumentOrdinary Shares of £0.001 each
Identification codeGBOOBP41S218
b)Nature of the transactionPurchase of existing Ordinary Shares
c)Price(s) and volume(s)
Price(s)Volume(s)
1£0.0791,445,510
2£0.07214,285
3£0.071,782,149
4£0.07712,859
5£0.071,500,000
6£0.07714,286
d)Aggregated informationN/A, single transaction for each PDMR
- Aggregated volume
- Price
e)Date of the transaction4 March 2025
f)Place of the transactionAIM
Appendix 3
Directors/PDMR Dealings
Exercise of Options over existing Ordinary Shares
1.Details of the person discharging managerial responsibilities
a)Name1. Andrew Knott 2. Nick Beattie
2.Reason for the Notification
a)Position/status1. Chief Executive Officer 2. Group Chief Financial Officer
b)Initial notification/amendmentInitial notification
a)NameSavannah Energy PLC
b)LEI2138002YCJORSFH5YR43
a)Description of the Financial instrument, type of instrumentOptions over Ordinary Shares of £0.001 each in the Company
Identification codeGBOOBP41S218
b)Nature of the TransactionExercise of options to acquire existing Ordinary Shares held in the EBT
c)Price(s) and volume(s)Price(s) Volume(s) 1. Nil 2. Nil 2. Nil 1. 2,200,000 2. 187,500 2. 2,322,678
d)Aggregated information Aggregated volume Price1. N/A, single transaction 2. Price: Nil. Volume: 2,510,178
e)Date of the transaction4 March 2025
f)Place of the transactionOutside a trading venue
Appendix 4
Directors/PDMR Dealings
Exercise of Options over new Ordinary Shares
Details of the person discharging managerial responsibilities
a)Name1. Sir Stephen O'Brien 2. David Clarkson
2.Reason for the Notification
a)Position/status1. Vice Chair 2. Non-Executive Director
b)Initial notification/amendmentInitial notification
a)NameSavannah Energy PLC
b)LEI2138002YCJORSFH5YR43
a)Description of the Financial instrument, type of instrumentOptions over Ordinary Shares of £0.001 each in the Company
Identification codeGBOOBP41S218
b)Nature of the TransactionExercise of options over new Ordinary Shares
c)Price(s) and volume(s)Price(s) Volume(s) 1. Nil 2. Nil 1. 142,857 2. 142,857
d)Aggregated information Aggregated volume PriceN/A, single transaction for each PDMR
e)Date of the transaction4 March 2025
f)Place of the transactionOutside a trading venue

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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