Trefoil Holdings B.V. Group entered into a share purchase agreement to acquire Andes Energia PLC (AIM:AEN) from Mercuria Energy Asset Management B.V., Vetalir International S.A., Portstart Business Corp, Prifen S.A., Mirage Partners and others in a reverse merger transaction on July 24, 2017. Pursuant to the terms of agreement, Andes Energia will issue 1.9 billion consideration shares, up to 46.05 million deferred shares, the Mercuria warrants and rights to be issued to settled claim shares to Upstream Capital, a subsidiary of Mercuria. The consideration shares comprise of 75.38% of the enlarged share capital with the existing Andes shareholders will hold 24.62%. Post-completion, Mercuria will own approximately 78% stake in enlarged group. An application will be made for the enlarged share capital to be admitted to trading on AIM, conditional on completion. Post-completion, the enlarged group will be renamed as Phoenix Global Resources plc (AIM: PGR; BCBA: PGR), conditional upon admission. Upon-completion, Michael Rake will become Non-Executive Chairman of enlarged group. Current Executive Chairman of Andes, Nicolas Mallo Huergo, will become a Non-Executive Director. German Ranftl, Juan Carlos Esteban, Nigel Duxbury and Carolina Landi will resign as Directors and Anuj Sharma, Philip Wolfe, Guillaume Vermersch, Garrett Soden and John Bentley will be appointed as new Directors of the enlarged group. Javier Alvarez and David Jackson will retain their position as Non-Executive Director. The enlarged group will have 118 employees of whom 112 will be based in Argentina. The enlarged group will have its corporate head office in London, country head office in Buenos Aires and a regional office in Mendoza. The transaction and admission document is subject to approval from shareholders of Andes. The transaction is also conditional on the approval by the independent shareholders of a waiver of Rule 9 of the City Code. The Independent Directors and Nicolas Mallo Huergo recommended independent shareholders to vote in favor of resolution. Mercuria Energy Asset Management gives an irrevocable undertaking to vote in favor of the resolutions. The Independent Directors, owing approximately 0.59% stake in Andes also agreed to vote in favor of resolution. Nicolas Mallo Huergo owns approximately 0.14% stake in Andes and will vote in favor of resolution. If the waiver resolution is passed by the independent shareholders at the general meeting to be held on August 9, 2017, then Mercuria can acquire further interest in Andes either by itself or through its subsidiaries, without incurring any further obligation to make a general offer for Andes. As of August 9, 2017, the transaction was approved by the shareholders of Andes Energia PLC. The transaction is not immediately earning accretive. Antonio Bossi and David Coaten of Stockdale Securities Limited acted as financial advisors, Adam James and Atholl Tweedie of Panmure Gordon (UK) Limited acted as joint brokers while Gordon Poole and James Crothers of Camarco acted as PR advisors for Andes. Stockdale also provided formal advice to Independent Directors regarding the transaction and to the Independent Directors and Nicolas Mallo Huergo regarding the waiver. Glyn Taylor, Jack Shepherd, Patrick Speller, Gary Green, Sarah Etherington, Nikki Kalamis and Ivan Martinelli of CMS Cameron McKenna acted as legal advisors to Andes Energia. Laura Hulett, David Martin, Jess He, Joanne Elson, Candice Lambeth, Greg Mulley, Will Breeze and Tom O'Neill of Herbert Smith Freehills LLP acted as legal advisors for Mercuria Energy Asset Management B.V. Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as financial advisor to Mercuria Asset Management B.V. panmure Gordon Limited acted as financial advisor to Phoenix Global Resources plc. Ernst & Young UK acted as a financial advisor for Mercuria Energy Asset Management B.V.