THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 AS AMENDED AND TRANSPOSED INTO UK LAW IN ACCORDANCE WITH THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
20 March 2025
Seascape Energy Asia plc
(the "Company", "Seascape Energy" or "Seascape")
Topaz Number One Limited - Payment of Contingent Consideration
Seascape Energy, an E&P company focused on Southeast Asia, is pleased to announce that following the completion of the farm-out of a 42.5% participating interest in the Block 2A Production Sharing Contract announced on 18th March 2025 ("2A Farmout"), it has paid the first tranche of contingent consideration in relation to the acquisition of Topaz Number One Limited ("Topaz").
As announced on 13 September 2023, the greater part of the consideration for the acquisition of Topaz, whose sole asset was a 15.75% interest in Block 2A, was contingent. The first contingent payment of US$125,000, payable through a further issue of new ordinary shares of 10 pence each in the Company ("Ordinary Shares") of an equivalent value, became due upon an exploration well being committed on Block 2A or a farm-out.
Accordingly following the 2A Farmout, consideration in the form of 278,870 new Ordinary Shares equivalent to US$125,000, based on the average closing price of such Ordinary Shares in the preceding ten days up to the announcement of the completion of the 2A Farmout ("Consideration Shares"), will be issued to the vendors of Topaz, James Menzies (Executive Chairman) and Pierre Eliet (Executive Director).
Admission
Application will be made for the Consideration Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the enlarged share capital, as described below, will commence at 8.00 a.m. on 25 March 2025.
Following Admission, the Company's enlarged issued ordinary share capital will consist of 63,097,816 ordinary shares, with the right to one vote each. The Company will hold no ordinary shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 63,097,816. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
PDMR shareholdings
Following Admission, the interests of James Menzies (Executive Chairman) and Pierre Eliet (Executive Director) in the issued share capital of the Company will be as follows:
| | As at 31 December 2024 | | Immediately following Admission | ||
| Name | Number of Existing Ordinary Shares held | Percentage of Existing Ordinary Shares held | Number of ConsiderationShares | Number of ordinary shares held | Percentage of Enlarged Share Capital held |
| James Menzies | 2,220,604 | 3.53% | 139,435 | 2,360,039 | 3.74% |
| Pierre Eliet | 292,163 | 0.47% | 139,435 | 431,598 | 0.68% |
Ends
| |
Notification of Deal Forms of each PDMR can be found below. This announcement is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | James Graeme Menzies | ||||
| 2. | Reason for notification | |||||
| a) | Position/Status | Executive Chairman | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Seascape Energy Asia plc | ||||
| b) | LEI | 213800D1D587TB36ST68 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument and identification code | Ordinary Shares of £0.10 each in the capital of Seascape Energy Asia plc ISIN: GB00BKFW2482 | ||||
| b) | Nature of transaction | Issue of consideration shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated Information | n/a | ||||
| e) | Date of transaction | 19 March 2025 | ||||
| f) | Place of transaction | XOFF | ||||
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | Pierre Patrick Eliet | ||||
| 2. | Reason for notification | |||||
| a) | Position/Status | Executive Director | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Seascape Energy Asia plc | ||||
| b) | LEI | 213800D1D587TB36ST68 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument and identification code | Ordinary Shares of £0.10 each in the capital of Seascape Energy Asia plc ISIN: GB00BKFW2482 | ||||
| b) | Nature of transaction | Issue of consideration shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated Information | n/a | ||||
| e) | Date of transaction | 19 March 2025 | ||||
| f) | Place of transaction | XOFF | ||||
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