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CORO ENERGY PLC
(registered in England and Wales under the Companies Act 2006 with registered number 10472005)
PROPOSED DISPOSAL OF CORO EUROPE LIMITED
NOTICE OF GENERAL MEETING
Your attention is drawn to the letter from the Chairman of Coro Energy plc (the "Company") set out in this document in which the Directors unanimously recommend that you VOTE IN FAVOUR of the Resolution to be proposed at the General Meeting. The action to be taken in respect of the General Meeting is set out in the letter from the Chairman of the Company.
A notice convening a General Meeting of the Company to be held at the offices of Link Group, 6th Floor, Gresham Street, London EC2V 7NQ at 2:00p.m. on Tuesday, 25 April 2023 is set out at the end of this document.
Shareholders will not receive a hard copy form of proxy for the General Meeting in the post. Shareholders may appoint a proxy electronically by accessing the shareholder portal atwww.signalshares.com, logging in and selecting the "Vote Online Now" link. If you have forgotten your username or password you can request a reminder via the shareholder portal. If you have not previously registered to use the portal you will require your investor code ("IVC") which can be found on your share certificate. Whether or not you intend to attend the General Meeting in person, please appoint your proxy as soon as possible but, in any event, no later than 2:00p.m. on Friday, 21 April 2023, being 48 hours before the time appointed for the holding of the General Meeting (excluding any part of a day which is not a Business Day). You may request a hard copy proxy form directly from the Registrars, Link Group by emailingshareholderenquiries@linkgroup.co.ukor by post at Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. To be valid, any hard copy proxy form must be received by post or (during normal business hours only) by hand at Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL by no later than 2:00 p.m. on Friday, 21 April 2023.
Completion and posting of a form of proxy or submission of an electronic proxy appointment will not prevent you from attending and voting in person at the General Meeting if you wish to do so.
Forward-looking Statements
This document contains statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "anticipates", "believes", "could", "envisages", "estimates", "expects", "intends", "may", "plans", "projects", "should", "will" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs and current expectations of the Company or the Directors concerning, inter alia, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Group and the industry in which the Group operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The actual results, performance or achievements of the Group or developments in the industry in which the Group operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this document which may not occur. The forward-looking statements contained in this document speak only as at the date of this document. The Company disclaims any obligation to update or revise publicly the forward-looking statements contained in this document to reflect any change in expectations or to reflect events or circumstances occurring or arising after the date of this document, except as required in order to comply with its legal and regulatory obligations (including under the AIM Rules).
CONTENTS | |
Page | |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 3 |
DIRECTORS, SECRETARY AND ADVISERS | 4 |
PART ONE - LETTER FROM THE CHAIRMAN OF CORO ENERGY PLC | 5 |
PART TWO - DEFINITIONS AND GLOSSARY | 11 |
PART THREE - NOTICE OF GENERAL MEETING | 14 |
2 |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document
27 March 2023 | |
Latest time and date for receipt of forms of proxy and submission | 2.00 p.m. 21 April 2023 |
of electronic proxy appointments for the General Meeting | |
General Meeting | 2.00 p.m. 25 April 2023 |
Announcement of results of General Meeting | 25 April 2023 |
Estimated completion of the Disposal | Q3/4 2023 - subject to |
Italian regulatory approval |
All times shown above are London times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or date above changes, the revised times and/or dates will be notified to Shareholders by announcement through an RIS.
DIRECTORS, SECRETARY AND ADVISERS
Directors:Company Secretary:Registered office:Company website:
James Parsons (Executive Chairman)
Marco Fumagalli (Non-Executive Director)
Stephen Birrell (Non-Executive Director)
Amba Secretaries Limited
400 Thames Valley Park Drive Reading
United Kingdom RG6 1PT
C/O Pinsent Masons LLP 1 Park Row
Leeds England LS1 5ABhttps://www.coroenergyplc.com/
Legal advisers to the company:Nominated adviser:
Pinsent Masons LLP
141 Bothwell Street Glasgow
G2 7EQ
Cenkos Securities plc 6-8 Tokenhouse Yard London
EC2R 7AS
Broker:
WH Ireland
24 Martin Lane London
EC4R 0DR
Registrar:
Link Group 10th Floor Central Square
29 Wellington Street Leeds
LS1 4DL
PART ONE
LETTER FROM THE CHAIRMAN OF CORO ENERGY PLC
Directors: | Registered Office: |
James Parsons | C/O Pinsent Masons LLP |
Marco Fumagalli | |
Stephen Birrell | Leeds |
England | |
LS1 5AB | |
27 March 2023 | |
Dear Shareholder | |
1. Introduction |
1 Park Row
PROPOSED DISPOSAL OF CORO EUROPE LIMITED
NOTICE OF GENERAL MEETING
On 16 September 2022 the Company announced its unaudited interim results for the six months ended 30 June 2022 and confirmed that, with the Company firmly committed to its Southeast Asian growth strategy, the Board had decided to prioritise the divestment of the Group's non-core Italian operations.
Following discussions with multiple parties regarding the proposed sale of the Group's Italian gas portfolio (the "Italian Portfolio"), the Company announced on 27 March 2023 that its wholly owned subsidiary, Coro Energy Holdings Cell A Limited ("Cell A" or the "Seller"), had entered into a conditional sale and purchase agreement (the "SPA") in respect of the sale of Coro Europe Limited ("Coro Europe") to Zodiac Energy plc ("Zodiac"), an English oil and gas production company with an Italian trading subsidiary, for a total consideration of up to €7.5m (the "Disposal").
The purpose of this document is to provide you with information on the Disposal, to explain why the Directors consider the Disposal to be in the best interests of the Company and Shareholders and why they recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings of 4,695,414 Ordinary Shares, representing approximately 0.2 per cent. of the Company's issued ordinary share capital.
2. Background to, and reasons for, the Disposal
Following structural increases in global gas prices in 2022, the Company relaunched its Italian gas asset portfolio earlier in that year. The Italian Portfolio has since delivered significant free cash flows for the Group. The previously reported 2022 unaudited revenues of the Italian Portfolio were €6.0m and is expected to be profitable once Coro's audited accounts are published. The reported loss in 2021 was US$1.5m. Current production is around 24,000 scm/day (2022: 13,979 scm/day) with an average realised gas price of around €0.65/scm to the end of February 2023 compared to an average realised price in 2022 of €1.17/scm.
However, the Company remains primarily focused on Southeast Asia and the significant growth and investment opportunities the region provides. In expectation of near term and long awaited developments on the Duyung PSC and the Company's renewable portfolio in Southeast Asia, and with a view to capturing the value inherent in the Italian Portfolio following gas price rises, the SPA was concluded with Zodiac, with the consideration then being available to deploy in line with the stated strategy.
The funds received will therefore be used to meet Duyung PSC expenditure; potential further solar projects in Vietnam (of which a likely acquisition was announced on 25 November 2022); to continue to progress Philippines solar and wind projects to achieve ready to build status; and for working capital whilst being mindful that the Eurobond due date is in April 2024.
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Coro Energy plc published this content on 27 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2023 20:26:12 UTC.