( Leni Gas Cuba Limited ) Application for Admission to ISDX Growth Market Proposed Subscription

Transcription

1 16 October 2015 LENI GAS CUBA LIMITED ( Leni Gas Cuba Limited ) Application for Admission to ISDX Growth Market Proposed Subscription The Directors of Leni Gas Cuba Limited ( Leni Cuba or the Company ) are pleased to announce that the Company has applied for the admission of its currently issued 490,000,001 ordinary shares and to be issued ordinary shares, of no par value each (the Shares ) to the ISDX Growth Market. The Company has today published its Pathfinder Admission document (the Pathfinder Document ) and is seeking to complete a subscription, conditional on Admission, to raise additional funds (the Subscription ). Once the Subscription is complete a further announcement will be made and the final Admission document published. The Company s registered office is Suite 3B, 38 Jermyn Street, London SW1Y 6DN and telephone number is +44(0) Expected Date of Admission to ISDX 2 November 2015 Company Information Leni Gas Cuba Limited was incorporated in the BVI on the 3 March 2015 as an Investment Vehicle for the purpose of making investments and/or acquisitions in Cuba. The principal purpose of this Document is to provide information on the Company s strategy and management and to give details of the Subscription. The Company s intention is to acquire stakes in one or more quoted or unquoted projects, businesses, joint ventures, production agreements or companies (in whole or in part), creating a platform for possible further acquisitions in sectors where the opportunity exists to create Shareholder value. It is likely that the Company will need to raise additional funds for these purposes in the future. The Articles do not contain any restrictions on borrowing and/or leverage limits. The Company has recruited a Board it believes is well suited for the purposes of implementing its Investing Policy mixing a strong track record of growing diversified investment groups in both the resource and non-resource sectors (including health and wellness, energy, media, real estate, finance, logistics and leisure), considerable public company experience and a wide network of global contacts. As further investment opportunities are identified the Company may consider utilizing outside consultants and advisers as the situation demand. Prior to Admission, the Company raised 4,525,000 (gross) from private and professional investors. The proceeds of this Pre-IPO Fundraise and the Subscription will be deployed by the Company in accordance with its Investing Policy.

2 In line with the Company s Investing Policy, the Company currently holds investments in two companies in the oil & gas and tourism sectors respectively: Petro Australis The Company owns 10,961,667 ordinary shares in an unquoted public company called Petro Australis Limited (representing approximately 15 per cent. of its entire issued share capital). Petro Australis principal activity is sis sourcing oil and gas opportunities in the Americas with a focus on Latin America (including Cuba). On 3 September 2015, MEO Australia Limited, an ASX listed company announced that it had executed the Cuba Block 9 Production Sharing Contract with the national oil Company Cuba Petroleo Union. It also included a statement that it had pursued this opportunity in collaboration with Petro Australis and in the event Petro Australis qualifies for participation in Cuba, it has an option, which it can exercise within 24 months, to secure up to a 40 per cent. participating interest in Block 9 by reimbursing is share of costs MEO has incurred to date. Travelwelcome On 10 September 2015, the Company acquired 40 ordinary shares of 1.00 each in a private limited company called Travelwelcome Limited ( Travelwelcome ), representing 40 per cent. of the issued share capital of the Company. Through its representative office in Havana, Travelwelcome provides the services of a specialist Cuban ground handler which works with other specialist travel companies around the world to assist with tailor made trips in Cuba for their clients. Directors The full names of the Directors of the Company and positions are as follows: David Anthony Lenigas, Executive Chairman David Lenigas has extensive experience operating in global public markets having served in a senior executive capacity on many public company boards. He is currently the executive chairman of Rare Earth Minerals Plc, AfriAg Plc, and a non-executive director of Inspirit Energy Holdings Plc and Bacanora Minerals Ltd. He also served as executive chairman of London main board listed Lonrho plc for six years until September 2012 and was responsible for Lonrho plc s expansion into over 17 countries in Africa in sectors covering agriculture, infrastructure, hotels, IT and aviation. During this time David grew the annual turnover of Lonrho to over 100 million and successfully bought in relevant management expertise as additional investments were made. In addition, he served as the executive chairman of LGO Energy plc; leading the company from its creation as an investment company through a series of acquisitions (including a Reverse Takeover) acquiring projects in the Gulf of Mexico, Malta, Spain and Trinidad. He identified the investment opportunity in Trinidad for LGO Energy Plc and then built a management team to assist him in negotiating the terms of the investment with the local Trinidadian partners. David Lenigas holds a Bachelor of Applied Science (Mining Engineering) with Distinction from Curtin University s Western Australian Kalgoorlie School of Mines and also holds an unrestricted first class mine manager s certificate from the western

3 Australian Government. He has extensive experience running operations in he gold, coal, oil and gas sectors in Africa, the Caribbean, Western Europe, Fiji, United States of America, Canada, Bangladesh and Australia where he has served in positions ranging from general manager to chief executive and chairman. David is a member of the ISDX Rules Compliance Committee. Donald Ian George Layman Strang, Finance Director Donald Strang is a member of the Australian Institute of Chartered Accountants and has been in business for over 20 years, holding senior financial and management positions in both publicly listed and private enterprises in Australia, Europe and Africa. Mr. Strang has considerable corporate and international expertise and over the past decade has focused on mining and exploration activities in the oil and gas and natural resources sectors. He is currently finance director for AfriAg Plc, Rare Earth Minerals Plc, Polemos Plc, Doriemus Plc, UK Oil & Gas Investments Plc and Stellar Resources Plc. Donald is a member of the Audit Committee, Remuneration Committee, Nomination Committee and ISDX Rules Compliance Committee. Jeremy Samuel Edelman, Non-Executive Director Jeremy Edelman holds Bachelor degrees in Commerce and Law together with a Masters degree in Applied Finance. Mr Edelman is admitted as a solicitor to the Supreme Courts of Western Australia and New South Wales. Mr Edelman subsequently worked for some of the world s leading investment banks, including Bankers Trust and UBS Warburg in debt and acquisition finance. He has held consulting and director positions in listed companies in the UK and Australia, such as Mt Grace Resources NL, with a focus on resource exploration and development, including investment companies established with the specific objective of investing in resources projects. He also has corporate finance experience, having been responsible for co-coordinating a number of companies in making acquisitions in a variety of resource sectors, including oil and gas, uranium, molybdenum, base metals and coal. He has worked in various regions of the world, including the Republic of Kazakhstan, Russia, South Africa and Australia. Mr Edelman is currently the executive chairman of Reabold Resources Plc and served as a director of Altona Energy Plc (also known as Altona Resources Plc) until July 4, 2006, executive director of Leni Gas & Oil PLC from August 2006 to December 2010 and director of Braemore Resources Plc until July 27, Jeremy is a member of the Audit Committee, Remuneration Committee, Nomination Committee and ISDX Rules Compliance Committee. Darren James Smith, Non-Executive Director Darren Smith began his career as a junior trader with Guy Puckle. Following that, he went to Kleinwort Benson where he was appointed as a director in the equity derivatives team. During his time at Kleinwort Benson, Mr Smith ran their French office sales and trading team from 1998 to 2001 before returning to London to cohead European trading for in Mr Smith left Kleinwort Benson in 2002 to set up and run the day to day trading and investment operations of a hedge fund, VCM LLP,

4 a multi strategy hedge fund. Following the closure of the fund in 2011 he now runs his family office, trading and investing in global markets, private equity and IPO issues in both quoted and unquoted companies. Darren is a member of the Audit Committee, Remuneration Committee and Nomination Committee and will be the Company s independent Non-Executive Director. Sector Classification Leni Cuba will be classified as a financial services company on ISDX. Shareholders Shareholder As at the date of the Pathfinder Document Number of Percentage of Shares issued share capital Number of Shares On Admission* Percentage of Enlarged Issued Shares David Lenigas 140,000, % [TBC] [TBC] Donald Strang 70,000, % [TBC] [TBC] JIM Nominees Ltd 62,575, % [TBC] [TBC] Jeremy Edelman 40,000, % [TBC] [TBC] Global Investment 20,000, % [TBC] [TBC] Strategy UK Ltd Eddie Jordan 17,500, % [TBC] [TBC] Cornhill Capital Limited 15,975, % [TBC] [TBC] * To be confirmed following completion of the Subscription The percentage of securities in public hands is 36.9% prior to the effects of the Subscription. This figure will be updated following the Subscription. There are no restrictions on the transfer of Leni Cuba s Shares. David Lenigas, Executive Chairman, commented: The Company has achieved a great deal since its inception earlier this year with our entry into the Cuban oil and gas sector and into the exciting tourism sector. The opportunities in Cuba are immense for our Company and the Board looks forward to rapidly advancing the business once we are admitted to trading on ISDX. The directors of Leni Gas Cuba Limited accept responsibility for this announcement. COMPANY CONTACT DETAILS: Leni Gas Cuba Limited 38 Jermyn Street London SW1Y 6DN Telephone +44 (0)

5 ISDX CORPORATE ADVISER AND CONTACT DETAILS: Beaumont Cornish Limited 2nd Floor, Bowman House 29 Wilson Street London, EC2M 2SJ Roland Cornish/ James Biddle Telephone: +44 (0) A copy of this announcement and the Pathfinder Document will be available from the Company s website, All terms referred to in this announcement are extracted from the Pathfinder Document. Enquiries: Leni Gas Cuba Limited David Lenigas, Executive Chairman Tel +44 (0) Beaumont Cornish Limited Roland Cornish James Biddle Tel +44 (0)