THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN UNITED OIL & GAS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON, IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF UNITED OIL & GAS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) (“MAR”). IN ADDITION, MARKET SOUNDINGS, AS DEFINED IN MAR, WERE TAKEN IN RESPECT OF THE PROPOSED PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION, AS PERMITTED BY MAR. THAT INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT AND HAS BEEN DISCLOSED AS SOON AS POSSIBLE IN ACCORDANCE WITH PARAGRAPH 7 OF ARTICLE 17 OF MAR. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.
Note: Capitalised terms in this announcement are defined in the Company’s Circular dated 23 April 2018 unless the context otherwise requires.
For immediate release 23 April 2018
United Oil & Gas Plc
(“UOG”, “United” or the “Company”)
Posting of Circular in relation to
Notice of General Meeting
Further to the announcement of 20 April 2018 in which United Oil & Gas Plc announced that it had conditionally raised £2.5 million gross by the issue of 58,823,530 new ordinary shares in the capital of the Company at a price per share of 4.25 pence (the “Fundraising”), the Company is pleased to announce that it is today posting a Circular and Notice of General Meeting to Shareholders and which will also be made available on www.uogplc.com
57,411,766 new ordinary shares (the “Placing Shares”) have been conditionally placed by the Company’s joint brokers Optiva Securities Limited (“Optiva”) and S.P. Corporate Finance LLP (“SP Angel”), on behalf of the Company with institutional and other investors (including high net worth and retail investors). 1,411,764 new ordinary shares (the “Subscription Shares”) have been conditionally subscribed for by Graham Martin, being the Non-Executive Chairman and Director. Together, the Placing Shares and the Subscription Shares are the “New Ordinary Shares”.
Following completion of the placing of 31,250,000 new ordinary shares undertaken by the Company on or around 27 December 2017, the Company does not currently have any remaining Shareholder authorities to implement the Fundraising and issue the New Ordinary Shares. Accordingly, the Company is seeking Shareholder approval to grant the Directors the authority to allot equity securities and to disapply statutory pre-emption rights in respect of an allotment of equity securities for cash in connection with the Fundraising.
The General Meeting is to be held at Kerman & Co LLP, 200 Strand, London, WC2R 1DJ on 10 May 2018 at 11.00 a.m. to consider and, if thought appropriate, pass the resolutions as referred to above (the “Resolutions”).
As at today’s date, the Prospectus is currently being finalised and when published will be available on the Company’s website at www.uogplc.com.
The Directors believe that the Fundraising will promote the success of the Company for the benefit of the Company and Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as each Director (who is a Shareholder) intends to do in respect of their own beneficial holdings, amounting to (in aggregate) 14,633,501 Ordinary Shares and representing approximately 6.3 per cent. of the issued ordinary share capital of the Company as at the date of this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|Announcement of the Fundraising||20 April 2018|
|Posting of the Circular and the Form of Proxy||23 April 2018|
|Date of the Circular and the Form of Proxy made available online||23 April 2018|
|Latest time and date for receipt of Forms of Proxy||11.00 a.m. on Tuesday 8 May 2018|
|General Meeting||11.00 a.m. on Thursday 10 May 2018|
|Announcement of results of the General Meeting and the Fundraising||Thursday 10 May 2018|
|Admission of the New Ordinary Shares to trading on the Official List and commencement of dealings||8.00 a.m. on Friday 11 May 2018|
|CREST accounts to be credited for the New Ordinary Shares to be held in uncertificated form||8.00 a.m. on Friday 11 May 2018|
|Despatch of definitive share certificates for the New Ordinary Shares to be held in certificated form||Within 7 days of Admission|
(1) All references to time in this document are to London (UK) time unless otherwise stated.
(2) The dates and times given in this document are based on the Company’s current expectations and may be subject to change. If any of the above times or dates should change at the discretion of the Company, the revised times and/or dates will be notified to Shareholders by an announcement on a Regulatory Information Service.
For more information please visit the Company’s website at www.uogplc.com or contact:
|United Oil & Gas Plc (Company)|
|Beaumont Cornish Limited (Financial Adviser)|
|Roland Cornish and Felicity Geidt||+44 (0) 20 7628 3396|
|Optiva Securities Limited (Joint Broker)|
|Christian Dennis||+44 (0) 20 3137 1902|
|Tejas Padalkar||+44 (0) 20 3411 1881|
|S.P. Angel Corporate Finance LLP (Joint Broker)||+44 (0) 20 3470 0470|
|Murray (PR Advisor)||+353 (0) 87 6909735|
Beaumont Cornish Limited (“Beaumont Cornish”), which is authorised and regulated by the FCA in the conduct of investment business, is acting exclusively for the Company and for no-one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Beaumont Cornish or for providing advice in relation to the contents of the Document, Admission, or any transaction, arrangement, or other matter referred to in the Document.
Optiva Securities Limited (“Optiva”), which is authorised and regulated by the FCA in the conduct of investment business, is acting exclusively for the Company and for no-one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Optiva or for providing advice in relation to the contents of the Document, the Placing, Admission, or any transaction, arrangement, or other matter referred to in the Document.
- P. Angel Corporate Finance LLP (“SP Angel”), which is authorised and regulated by the FCA in the conduct of investment business, is acting exclusively for the Company and for no-one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of SP Angel or for providing advice in relation to the contents of the Document, the Placing, Admission , or any transaction, arrangement, or other matter referred to in the Document.