Change of Substantial Shareholder

Prima Energy acquires 28.3% of Jadestone; company receives no proceeds.

What the company is saying

Jadestone Energy announces that PT Prima Petroleum Energi has acquired 154,094,444 ordinary shares, representing 28.3% of the company's issued share capital. The shares were previously held by funds managed by Tyrus Capital, which now holds no shares in Jadestone. The company emphasizes that the sale was bilaterally arranged between Tyrus and Prima Energy, with Jadestone receiving no proceeds and no change to the total shares outstanding, which remain at 544,936,979. Executive Chairman Dr. Adel Chaouch thanks Tyrus for over a decade of support and frames Prima Energy as a notable regional strategic investor, highlighting that the sale was completed at what is described as a very substantial premium to the average share price over the last month. The announcement positions the transaction as an endorsement of Jadestone's Asia-Pacific platform and assets. Management also references significant progress this year in commercialising Vietnam gas discoveries, using this as evidence of strategic delivery.

What the data suggests

The disclosed figures confirm that 154,094,444 ordinary shares, or 28.3% of Jadestone's issued share capital, have transferred from Tyrus Capital-managed funds to PT Prima Petroleum Energi. Jadestone's total shares outstanding remain unchanged at 544,936,979, and the company receives no proceeds from the transaction. The announcement claims the sale occurred at a substantial premium to the average share price over the last month, but provides no sale price or reference share price, making this claim unverifiable. There are no disclosed financial performance metrics, operational KPIs, or specific milestones regarding the commercialisation of Vietnam gas discoveries. The only hard data relates to the change in major shareholding and the unchanged capital structure. No evidence is provided to support claims of operational progress or premium pricing.

Analysis

The announcement is primarily a factual disclosure of a major shareholding change, with clear numerical support for the transfer of 154,094,444 shares (28.3% of issued capital) to PT Prima Petroleum Energi. The tone is positive, especially in welcoming the new shareholder and referencing a 'very substantial premium,' but no sale price or premium percentage is disclosed, making this claim unsubstantiated. The only forward-looking language relates to ongoing commercialisation efforts in Vietnam, but no operational or financial metrics are provided to evidence progress. There is no capital outlay or immediate financial impact for the company, as it receives no proceeds from the transaction. The gap between narrative and evidence is moderate: while the core facts are well-supported, claims of premium pricing and operational progress are not quantified. The overall signal is neutral, as this is a routine shareholder change with no direct investment impact.

Risk flags

• ●The company receives no proceeds from the sale, so there is no immediate financial benefit or capital injection to support operations or growth.
• ●Claims of a 'very substantial premium' to the average share price are unsubstantiated, as no sale price or reference price is disclosed, creating a transparency gap for investors.
• ●The announcement references significant progress in commercialising Vietnam gas discoveries but provides no operational, financial, or technical data to support this claim, limiting visibility into actual project advancement.

Bottom line

This announcement signals a major change in Jadestone's shareholder base, with PT Prima Petroleum Energi now holding 28.3% of the company after acquiring 154,094,444 shares from Tyrus Capital-managed funds. Jadestone itself receives no proceeds, so there is no direct financial impact or new capital for the business. While management describes the transaction as occurring at a substantial premium and frames Prima Energy as a strategic regional investor, the absence of sale price details prevents independent verification of the premium. No operational or financial metrics are disclosed to support claims of progress in Vietnam or to clarify the company's near-term trajectory. The most actionable takeaway is the shift in major shareholder, which could influence future strategic direction, but the announcement provides no evidence of immediate operational or financial benefits.

Announcement summary

(AIM:JSE) Jadestone Energy plc announced that PT Prima Petroleum Energi has acquired 154,094,444 ordinary shares of £0.001 par value in the Company, representing approximately 28.3% of the Company's issued share capital. The Sale Shares were previously held by Tyrus Capital Special Situations Master Fund Sarl, SICAV-RAIF, TC Six Limited and TC Special Private Equity Opportunities IV Limited. Following completion of the Sale, funds managed by Tyrus Capital S.A.M. hold no ordinary shares in the Company, and Prima Energy holds 154,094,444 ordinary shares, representing approximately 28.3 per cent. of the Company's issued share capital. The Sale was bilaterally arranged between Tyrus and Prima Energy, and the Company received no proceeds from the Sale. There is no change to the Company's issued share capital, with 544,936,979 shares currently in issue. Dr. Adel Chaouch, Executive Chairman of Jadestone, thanked Tyrus for their support over more than a decade and welcomed Prima Energy as a notable regional strategic investor. The sale was completed at what is understood to be a very substantial premium to the average share price over the last month. Jadestone has made significant progress this year on commercialising its Vietnam gas discoveries. The Company is focused on the Asia-Pacific region, with assets in Australia, Malaysia, Indonesia and Vietnam.

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