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The Company was incorporated and registered in England and Wales on 8 April 2021 as a private limited company with the name ACP Energy Ltd under the Companies Act. The Company was re-registered as a public limited company on 23 August 2021 with the name ACP Energy Plc.  
The principal legislation under which the Company operates and under which the Ordinary Shares have been created is the Companies Act and it is subject to the provisions of the City Code. The Company is domiciled in the United Kingdom. 

The Company was formed to acquire one or more target companies or businesses. The resulting investment may be in a company, partnership, special purpose vehicle or joint venture.  The Company will focus on opportunities within the upstream oil and gas industry, such as exploration, appraisal, development or production of oil and gas, particularly projects with identified oil and/or natural gas reserves and/or resources. The Company will target opportunities that have a funding requirement to development and/or increase production rates. The Company will also focus on those opportunities that would provide the Company with an economic interest (by equity, royalty or debt participation) and a control interest (through board, technical committee and or management positions) and whose potential value, over the long term, is greater than the price and costs expended by the Company to acquire them. The Company’s efforts in identifying opportunities will not be limited to a particular geographic location. The Company does not have any specific Acquisition target under consideration and does not expect to engage in substantive negotiations with any target until after Admission. The Company intends to acquire a controlling interest in the potential target companies or businesses. The Company is not able to provide an indication of the size of the Acquisition target and it will consider a range of prospective opportunities. The Company will, instead, primarily focus on opportunities that meet the Acquisition criteria and which are likely to generate value for shareholders. To date, the Company’s efforts have been limited to organisational activities, as well as activities related to the Fundraising and Admission. The Company does not have any current operations or principal activities, no products are sold or services performed by the Company. The Company does not operate in any specific market. The Company has no subsidiaries, nor does it have any branch offices. Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to any proposed Acquisition. However, any Acquisition will be treated as a Reverse Takeover for the purposes of Chapter 5 of the Listing Rules and the Company will need to seek re-admission of the enlarged group to listing on the Official List and trading on the London Stock Exchange, or to another stock exchange. Subsequent acquisitions may also be treated as Reverse Takeovers depending on their size and nature. 

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Subject to the performance of the Company, the Directors may, conditional on substantially growing the Group, seek to transfer the Company from a Standard Listing to either a Premium Listing or other appropriate listing venue, based on the track record of the Company and subject to fulfilling the relevant eligibility criteria at the time. If the Company is successful in obtaining a Premium Listing or other appropriate listing, further rules will apply to the Company under the Listing Rules and Disclosure Guidance and Transparency Rules and the Company will be obliged to comply or explain any derogation from the UK Corporate Governance Code. In order to implement its business strategy, as at the date of this Document, the Company has adopted the corporate governance structure set out below:

Governance Code 

The Directors are committed to maintaining high standards of corporate governance and propose, so far as is practicable given the Company’s size and nature, to voluntarily adopt and comply with the QCA Code. However, at present, due to the size of the Company, the Directors acknowledge that adherence to certain other provisions of the QCA Code may be delayed until such time as the Directors are able to fully adopt them. In particular, action will be required in the following areas:

• the QCA Code recommends that the Company separates the roles of chairman and executive director. At the date of this Document, the Chairman is Mr Paul Welch who is an executive director. As the Company grows, the Board will seek to appoint additional independent directors, one of whom will be appointed as senior independent director;
• the Company is currently too small to have an audit committee, a remuneration committee or a nominations committee established and the appointments to such committees will be revisited upon the completion of an Acquisition along with incorporating terms of reference for them;
• the QCA Code recommends that companies publish key performance indicators which align with strategy and feedback through regular meetings with shareholders and directors. The Company will not comply with this provision until after such time as it has made an Acquisition;
• given the Company’s size, it has not yet developed a corporate and social responsibility policy. One will be put in place at the appropriate time; and
• as a newly formed Company, the Company has not published an annual report and therefore there has been no opportunity to comply with those elements of the QCA Code which relate to disclosure in the annual report. The Board does, however, intend to comply with this element of the QCA Code when it publishes its annual report.

To demonstrate the Company’s adherence to the QCA Code, the Company will hold timely board meetings as issues arise which require the attention of the Board. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is the Directors’ responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company, on behalf of the Shareholders, to whom they are accountable. The primary duty of the Directors is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal control and the Company’s approach to risk management.

The Board as a whole will be responsible for sourcing Acquisitions and ensuring that opportunities are in conformity with the Company’s strategy. The Board will meet periodically to: (i) discuss possible Acquisition opportunities for the Company; (ii) monitor the deal flow and Acquisitions in progress; and (iii) review the Company’s strategy and ensure that it is up-to-date and appropriate for the Company and its aims. 

Number of Ordinary Shares in issue and credited as fully paid

As at the date of the Prospectus filing - 30,000,000

As at Admission - 46,600,000

Credited as fully paid up amount (£)

As at the date of the Prospectus filing - 60,000

Exchange and Trading Platform

The securities of ACP Energy PLC are traded on the Standard List operated by the London Stock Exchange plc.

% of Share Capital Held 

Paul Welch - 14.80% 

La Tourelle Consulting Limited - 14.80% 

James Timothy Orbell - 14.80% 

Blumen Capital Ltd - 14.80% 

Pershing Nominees - 11.80% 

Stuart Firth - 5.40% 

Leander Christofides - 4.30% 

Paris Christofides - 4.30% 

Information correct as at 28 January 2022.

Share Restrictions

The Ordinary Shares will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be taken up, offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within into or in the United States. The Company has not been and will not be registered under the Securities Act and SEC and the Shareholders will not be entitled to the benefits of those acts.