CAP Energy Plc

September 07, 2015 02:00 ET

Proposed Withdrawal from the ISDX Growth Market

                                                                                       7 September 2015
                                                                                     ISIN: GB00BCHWWB79
                                                CAP ENERGY PLC

                                        ("Cap Energy" or the "Company")
                                Proposed Withdrawal from the ISDX Growth Market

Cap  Energy announces that the Company is today giving notice of its intention to withdraw its ordinary  shares
of 5p each in the Company ("Ordinary Shares") from trading on the ISDX Growth Market with effect from the close
of business on Friday, 2 October 2015 (the "Withdrawal").

This announcement sets out the reasons for the Withdrawal and explains why the Directors believe that it is  in
the best interests of the Company and its shareholders.

Background to and the reasons for the Withdrawal

Cap  Energy  is  an  independent  upstream oil and gas company focused  on  the  exploration,  production,  and
development of conventional oil and gas assets in sub-Saharan Africa. The Company has participations  in  three
offshore  blocks in the highly prospective Senegal Basin in West Africa: Blocks 1 and 5B off Guinea-Bissau  and
Block  Djiffere  off  Senegal. The Company's strategic focus has been on the assets in  Guinea-Bissau  and  the
acquisition  of  the  offshore licence covering 4,459 square kilometres in Block Differe offshore  Senegal.  At
Block 5B Guinea-Bissau, the Company has completed a 3D seismic survey. Near the Company's Senegal licence area,
Cairn Energy has drilled two discovery wells and the Company understands that Cairn Energy has identified  this
area as its main focus for 2015.

The  Company  aims  to build a world-class portfolio of oil and gas assets by targeting known,  under-explored,
hydrocarbon  basins in sub-Saharan Africa. This will be achieved by engaging in local partnerships  and  joint-
venture agreements with the Company's strong network in the African exploration and production sector.

The  Company  went through a recapitalisation in May 2012 and raised £150,000 to assist with the new  strategic
direction of the business. Since 2012, the Company has raised additional funding from the Directors and certain
high  net  worth individuals which has been used to fund Cap Energy's share of the exploration  costs  for  the
Company's three offshore blocks and for general working capital purposes.

The principal reasons for the Ordinary Shares being traded on the ISDX Growth Market were:

      *   to  enable  the  Company  to access development capital more effectively  than  if  it  were  an
          unquoted company;

      *   to increase the Company's profile with customers, suppliers and potential acquisition targets; and
      *   to  have  publicly traded shares, which would be more attractive as consideration for  potential
          acquisitions than shares in a private company.

However,  as  a result of the very limited liquidity in the market, difficulties in raising additional  funding
from  people   other  than the Directors and high net worth individuals introduced by  the  Directors  and  the
sustained low oil price increasing the potential for capital constraints throughout the industry, it has become
apparent  that  these  objectives cannot be met and, as a consequence, the Directors no  longer  feel  able  to
justify the continued costs associated with the Company's admission to the market. The Directors have therefore
concluded  that it is in the best interests of the Company and its shareholders for the Company  to  leave  the

Accordingly, the Company is today notifying the ISDX Growth Market of its intention to withdraw from the market
and it is anticipated that trading in the Ordinary Shares on the ISDX Growth Market will cease at the close  of
business on Friday, 2 October 2015.

Effect of the Withdrawal on Shareholders

The  principal effect of the Withdrawal is anticipated to be a reduction in the liquidity and marketability  of
the  Ordinary Shares. There would no longer be a formal market mechanism enabling shareholders to  trade  their
Ordinary Shares on the ISDX Growth Market or any other recognised market or trading exchange.

Following  the Withdrawal, the Company will no longer be required to comply with any of the specific  corporate
governance  requirements for companies admitted to trading on the ISDX Growth Market. In  addition,  Peterhouse
Corporate  Finance Limited will cease to be the Company's ISDX Corporate Adviser and the ISDX Growth  Market  -
Rules  for Issuers will no longer apply to the Company. The Company will, however, remain subject to  the  City
Code  on  Takeovers  and Mergers. It is the Directors' current intention to maintain an  appropriate  level  of
corporate  governance by keeping shareholders informed by distributing copies of the Company's annual  accounts
and through periodic updates on the Company's website at

Dealing and Settlement Arrangements

Whilst the Directors believe that the Withdrawal is in the interests of shareholders as a whole, they recognise
that  the  cancellation  of  the Company's admission to trading on the ISDX Growth Market  will  make  it  more
difficult  for shareholders to buy and sell Ordinary Shares should they wish to do so. Accordingly,  the  Board
intends to set up a matched bargain arrangement with J P Jenkins Limited whereby the Company's Ordinary  Shares
will be traded on J P Jenkins' share matching service ( after the Withdrawal takes effect.
J  P  Jenkins  provides  a  trading facility matching buyers and sellers of shares  in  unlisted  and  unquoted

JP  Jenkins is one of the most respected and established European platform exchange for unlisted securities and
traces  its  roots  back to the USM segment of the London Stock Exchange. Shareholders of companies  which  are
listed on JP Jenkins can use their existing stockbroker to place limit orders with JP Jenkins.

Withdrawal process and Shareholder Undertakings

Under  the  ISDX  Growth  Market - Rules for Issuers, the Company must announce an intention  to  withdraw  its
securities  from  the  ISDX Growth Market, with any withdrawal of shares ordinarily being  conditional  on  the
approval  at  a General Meeting by shareholders representing 75 per cent of the votes cast in respect  of  each
class of securities.

However, ISDX has granted the Company a derogation from the requirement to convene a General Meeting and obtain
shareholder  approval for the Withdrawal on the grounds that shareholders, who in aggregate hold  approximately
85.0% of the shares eligible to vote at a General Meeting of the Company, have undertaken that they would  vote
in  favour of any resolution to approve the Withdrawal.  The shareholders who have given these undertakings are
as follows:

Shareholder                                   Number of Ordinary Shares        % of Issued Share Capital
Global Energy Trade Limited                           21,722,322                         72.50
Michael Runtsch                                       1,516,520                          4.85
Alex Haly                                             1,200,000                          4.00
Lina Haidar                                            800,000                           2.67
Pierantonio Tassini                                    264,142                           0.88
TOTAL                                                 25,502,984                        84.90%

Accordingly, the Company is simply required to give 20 business days' notice of the intended Withdrawal,  which
will take effect from the close of business on Friday, 2 October 2015.

The  Directors  would like to thank shareholders for their past support and to assure them that  the  Directors
will  continue to strive to develop and grow the Company in the future for the benefit of all of the  Company's

Copies  of  this  announcement will be posted to shareholders in the Company and will  be  available  from  the
Company's website at

The Company accepts responsibility for the contents of this announcement.

For further information please contact:

Cap Energy PLC
20 Berkeley Square
London W1J 6EQ
Tel: +44 (0) 20 7491 9196

Peterhouse Corporate Finance Limited
Mark Anwyl
Duncan Vasey
Tel: +44 (0) 20 7469 0930

Contact Information

  • CAP Energy Plc