Investor Presentation

September 2020

DISCLAIMER

This document is a confidential investor presentation which has been prepared by, and is the sole responsibility of, the directors of Angus Energy plc (the "Company") and has been prepared in connection with the proposed placing of ordinary shares in the capital of the Company (the "Transaction"). The information and opinions contained in this document and any other material discussed verbally are provided as at the date of this document are subject to updating, completion, revision, verification and amendment and as such they may change materially. This document is incomplete without reference to the oral presentation, discussion and any related written material that supplement it. In furnishing this document and giving the presentation to which this document relates, none of the Company, WH Ireland Limited ("WH Ireland") or their respective advisors and/or agents undertake any obligation to provide the recipient with access to any additional information or to affirm or update this document or any additional information which may be provided to the recipients or to correct any inaccuracies in this document or any such information which may become apparent. This document has not been approved by the UK Financial Conduct Authority (the "FCA") or by any regulatory body in any other jurisdiction.

This document and the presentation to which this document relates do not purport to be comprehensive, all-inclusive or contain all the information that prospective investors may require, request or desire in connection with deciding whether or not to participate in the Transaction. The summary information contained herein has been collated to assist recipients in making their own evaluation of the Transaction. Prospective investors should conduct (at their cost) their own independent investigation and analysis of the Transaction and the Company's business and prospects and should seek their own independent professional financial, legal, tax and/or other advice in relation to the same. Some of the information in this document is in draft form and has not been legally verified and will only be finalised in an announcement by the Company relating to the Transaction. WH Ireland has not independently verified any of the information set forth herein, including any statements, estimates, targets or projections with respect to future prospects of the Company or the assumptions on which such statements are based, and does not undertake any obligation to do so. To the fullest extent permitted by law, neither the Company nor WH Ireland accept any duty of care or disclosure or otherwise make any representation or warranty or other assurance, express or implied, as to the accuracy or completeness of this document, the information contained herein or the presentation to which it relates and to the fullest extent permitted by law, neither the Company nor WH Ireland shall have any liability (direct, indirect, consequential or otherwise) for the information contained in, or any omissions from, this document or the presentation to which it relates, nor for any of the written, electronic or oral communications transmitted to the recipient in the course of the recipient's own investigation and evaluation of the Transaction. In particular, but without limitation, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any projections, targets, estimates or forecasts contained in this document. The information contained in this document is not to be relied upon for any purpose whatsoever. WH Ireland, which is authorised and regulated by the FCA, is acting as broker for the Company in connection with the proposed Transaction and for no-one else in connection with the proposed Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to customers of WH Ireland, nor for providing advice in relation to the Transaction or any matter referred to herein. Further, WH Ireland has not authorised the contents of, or any part of, this presentation.

In the interests of providing potential investors with information regarding the Company, this document, the presentation to which it relates and the materials distributed in connection with this document may contain certain "forward-looking statements" with respect to certain of the Company's current plans, intentions, goals or expectations relating to its future financial condition and performance and which involve a number of known and unknown risks, uncertainties and assumptions. Forward looking statements are typically identified by the use of forward looking terminology such as 'aims', 'believes', 'expects', 'may', 'will', 'could', 'should', 'seeks', 'intends', 'estimates', 'plans', 'assumes', 'envisages', 'projects' or 'anticipates' or the negative thereof or other words of similar meaning. Examples of such forward-looking statements include, among others, statements or discussions regarding the Company's business, financial or investment strategies, estimates of expenditure, present or future plans or events, prospects, growth, objectives for future operations and estimates. Such forward looking statements include mattersthat are not historical facts and are subject to a number of risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's current beliefs, intentions or expectations about future events. Such statements are, by their nature, subject to a number of known and unknown risks, uncertainties, assumptions and other important factors that could cause actual results, performance or achievements to differ materially from any expected future results, performance or achievements expressed or implied, by the forward-looking statement. Neither the Company nor any person gives any representation, assurance or guarantee that the occurrence of the event expressed or implied in any forward-looking statements in this document will actually occur and you are cautioned not to place undue reliance on such forward-looking statements. Factors that might cause forward-looking statements to differ materially from actual results, performance or achievements include, among other things, the following: global economic conditions, economic conditions in jurisdictions in which the Company may operate or invest, credit markets, legislative fiscal and regulatory developments, the effects of continued volatility in markets and exchange rate fluctuations. The forward looking statements contained in this document speak only as of the date this document and each of the Company, WH Ireland and their respective directors, officers, employees, agents, representatives and/or advisers expressly disclaims any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in this document.

Neither the receipt of this document or the presentation to which it relates by any person nor any information contained herein or supplied herewith or subsequently communicated in written, electronic or oral form to any person in connection with the Transaction constitutes, or shall be relied upon as constituting, the giving of investment advice by the Company or WH Ireland to any such person. This document has been prepared solely for information purposes and is not to be construed as solicitation or constitute or form any part of any offer or invitation or considered as a recommendation by the Company, their affiliates, representatives, officers, employees, agents or by WH Ireland, to participate in the Transaction. This document does not create an obligation on the Company to consider any offer received in respect of the Transaction. The Company reserves the right, without prior notice and without giving reasons, to reject any or all proposals, to change or terminate the process, and/or to negotiate with any prospective investor on any terms (and whether individually or simultaneously with any other prospective investor) with respect to any transaction.

This document and its contents are strictly confidential and should not be distributed, published or reproduced by any medium or in any form, directly or indirectly, in whole or in part to any other person. This document is only addressed to and directed at persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended by the 2010 PD Amending Directive (Directive 2010/73/EU)) ("Qualified Investors") and, where addressed to and directed to persons in the United Kingdom, to persons who are also those: (i) who have professional experience in matters relating to investments falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005, as amended (the "FPO"); or (ii) who are high net worth entities as described in Article 49(2) of the FPO; or (iii) to whom it may otherwise be lawful to distribute it and in all cases are capable of being categorised as a Professional Client or an Eligible Counterparty for the purposes of the FCA Conduct of Business Rules (all such persons being together referred to as "Relevant Persons"). The contents of this document have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Any person in the EEA or the UK who receives this document will be deemed to have represented and agreed that it is a Relevant Person. Any such recipient will also be deemed to have represented and agreed that it has not received this document on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis. The Company will rely on the truth and accuracy of the foregoing representations and agreements. Any person in the EEA or the UK who is not a Relevant Person should not act or rely on this document or any of its contents. Failure to comply with this restriction may constitute a violation of applicable securities laws.

Neither this document nor any part or copy of it may be taken or transmitted into the United States of America, or any state or other jurisdiction of the United States (including its territories and possessions and the District of Columbia, the "United States") or distributed, directly or indirectly, in the United States, other than to qualified institutional buyers ("QIBs") as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of the Company have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States. The securities of the Company have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the securities or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. The Company does not intend to conduct any public offering of its securities in the United States. This document does not constitute or form part of any offer for sale or subscription of or solicitation or invitation or inducement of any offer to buy or subscribe for any securities in any jurisdiction, including in the United States, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. You are encouraged to seek individual advice from your personal, financial, legal, tax and other advisers before making any investment or financial decisions or subscribing for or purchasing any securities. By attending the presentation to which this document relates or by accepting this document you will be taken to have represented, warranted and agreed that (i) you are a QIB or are acting on behalf of another person who is also a QIB or are a Relevant Person, (ii) you will not forward this document to any other person or copy, reproduce, publish or distribute this document, in whole or in part, for any purpose and (iii) you have read, understood and agreed to comply with the contents of this document. This document remains the property of the Company and on request this document and all material received from the Company or WH Ireland must be returned and any copies destroyed.

Neither this document nor any part or copy of it may be taken or transmitted, directly or indirectly, into such jurisdictions where to do so would be in breach of applicable securities laws. The distribution of this document in other jurisdictions may be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. The securities of the Company have not been and will not be registered under the securities laws of Australia, Canada, Japan, the Republic of Ireland or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan, the Republic of Ireland or South Africa. The Company, WH Ireland and their respective directors, officers, employees, agents, representatives and/ or advisers shall not be responsible for any costs or expenses incurred by any recipient of this document in connection with the appraisal or investigation of the Transaction and/ or for any other costs and expenses incurred by such recipient.

This document may contain unpublished inside information with regard to the Company and/or its securities. Recipients of this document should not deal or encourage any other any other person to deal in the securities of the Company whilst they remain in possession of such inside information and until the transaction described in this document is announced. Dealing in securities of the Company when in possession of inside information could result in liability under the insider dealing restrictions set out in the Criminal Justice Act 1993 or the Market Abuse Regulation ("MAR"). This document may contain information which is not generally available, but which, if available, would or would be likely to be regarded as relevant when deciding the terms on which transactions in the shares of the Company should be effected. Unreasonable behaviour based on such information could result in liability under the market abuse provisions of MAR.

The ordinary shares have been subject to a product approval process, which has determined that they are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in EU Directive 2014/65/EU on markets in

financial instruments, as amended ("MiFID II"); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, recipients of this presentation should note that: the price of the securities may decline and the investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Transaction. Furthermore, it is noted that, notwithstanding the Target Market Assessment, WH Ireland will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the ordinary shares. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and for determining appropriate distribution channels.

Investor Presentation - September 2020

2

Angus Energy plc -Board

George Lucan

Managing Director (ex Dresdner,

Kleinwort Benson)

Patrick Clanwilliam

Non-Executive Chairman (ex

Eurasia Drilling)

Carlos Fernandes

Finance Director

Cameron Buchanan

Non-Executive Director

Andrew Hollis

Technical Director (ex British Gas)

Investor Presentation - September 2020

3

3

SHAREHOLDER STRUCTURE

Issued share capital of Angus Energy plc consists of

604,047,220*

Ordinary Shares of £0.002 each

Disclosed Shareholdings in Angus

Energy greater than3%

(as at 20th August 2020):

Knowe Properties Limited

JDA Consulting Limited

Jonathan Tidswell-Pretorius

Other

10.02%

4.97%

4.49%

80.52%

Investor Presentation - September 2020

4

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Angus Energy plc published this content on 29 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 September 2020 07:19:00 UTC