TIDMPELE
RNS Number : 5179X
Petrolatina Energy PLC
16 February 2012
16 February 2012
PetroLatina Energy Plc
("PetroLatina" or the "Company")
Proposed cancellation of the admission to trading on AIM of the
Ordinary Shares and re-registration as a private limited
company
Third-Party Trading Facility available to acquire the shares of
minority shareholders at a price of 19.5 pence per Ordinary
Share
Notice of General Meeting
PetroLatina (AIM: PELE), the independent oil and gas
exploration, development and production company focused on Latin
America, announces that a General Meeting ("General Meeting" or
"GM") of the Company will be held at the offices of FTI Consulting,
located at 8th Floor, Holborn Gate, 26 Southampton Buildings,
London WC2A 1PB at 10.00 a.m. on 9 March 2012 to seek approval from
Shareholders of the Company for, inter alia, the cancellation of
the admission of the Company's Ordinary Shares of US$0.10 each to
trading on AIM (the "De-listing") and re-registration of the
Company as a private limited company (the "Re-registration")
further to a request received from the Tribeca Group and the JCR
Group.
PetroLatina has today posted a circular (the "Circular") and
notice of GM together with a form of proxy to Shareholders.
Shareholders will be asked to approve the Resolutions in respect
of, inter alia, the De-listing and Re-registration either in person
or by proxy at the GM. Under the AIM Rules, the De-listing can only
become effective after the relevant Resolution has been passed by
not less than 75 per cent. of the votes cast by Shareholders.
This announcement provides details, inter alia, on the
background to, and reasons for, the proposed De-listing and
Re-registration and the principal effects of the proposed
De-listing and Re-registration.
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the proposed De-listing. This
notice is conditional upon not less than 75 per cent. of votes cast
by Shareholders (in person or by proxy) at the General Meeting
voting in favour of the Resolutions. Subject to requisite
Shareholder approval, the De-listing is expected to become
effective from 7.00 a.m. on 16 March 2012.
The Company has received irrevocable undertakings to vote in
favour of the Resolutions at the General Meeting from (i) the
Tribeca Group (consisting of Tribeca Asset Management Inc., Tribeca
Oil and Gas Financing Inc., Tribeca Oil and Gas Inc., Luc Gerard
and Ciro Mendez), which is collectively interested in 76,416,025
Ordinary Shares representing approximately 62.83 per cent. of the
Company's issued ordinary share capital and (ii) the JCR Group
(consisting of Juan Carlos Rodriguez, Athos Enterprises Limited,
Rorick Ventures Group Inc. and Lyan Financial Corporation), which
is collectively interested in 13,021,629 Ordinary Shares,
representing approximately 10.71 per cent. of the Company's issued
ordinary share capital. Accordingly, the Company has received
irrevocable undertakings to vote in favour of the Resolutions at
the General Meeting in respect of, in aggregate, 89,437,654
Ordinary Shares, representing approximately 73.54 per cent. of the
issued Ordinary Shares.
The Independent Directors, the Tribeca Group and the JCR Group
recognise that the proposed De-listing will make it considerably
more difficult for the Minority Shareholders to sell or buy
Ordinary Shares. Accordingly, in order to assist those Minority
Shareholders who wish to dispose of their Ordinary Shares and
realise their investment in the Company, TOGI and Rorick have
engaged the services of Optiva Securities Limited to operate the
Third-Party Trading Facility to acquire, on behalf of TOGI and
Rorick, Ordinary Shares held by those Minority Shareholders who
wish to sell, for a period of two months from the date of the
Circular, ending on 16 April 2012 (subject to extension by TOGI and
Rorick, acting in their absolute discretion), at a set price in
cash of 19.5 pence per Ordinary Share representing a 23.12 per
cent. premium to the volume weighted average Closing Price of 15.84
pence per Ordinary Share for the six months up to and including 15
February 2012, being the last Business Day prior to the date of
this announcement. A total of US$5.35 million is being made
available by TOGI and Rorick to acquire Ordinary Shares pursuant to
the Third-Party Trading Facility.
In view of their collective interests and connections with the
Tribeca Group and the JCR Group, Messrs Gerard, Mendez and
Rodriguez have taken no part in the Independent Directors' decision
to unanimously recommend that Shareholders vote in favour of the
Resolutions.
Unless the context otherwise requires, defined terms used in
this announcement shall have the meanings given to them in the
Circular, which is available to download from the Company's website
at www.petrolatinaenergy.com.
Background to, and reasons for, the De-listing and the
Re-registration
Since Tribeca's first investment in the Company in May 2008,
Tribeca has invested a total of approximately US$51.17 million into
the Company via a combination of both equity and convertible loan
notes (all of which have subsequently been converted in full). As a
result of these investments and personal share purchases by Messrs
Gerard and Mendez, the Tribeca Group has to date acquired an
aggregate interest (both legal and beneficial) in the Company of
76,416,025 Ordinary Shares representing approximately 62.83 per
cent. of the Company's issued ordinary share capital.
In addition, via equity placings in July 2010, the JCR Group
invested US$5 million into the Company and, together with the
consideration and interest shares received in May and July 2008
further to the Company's acquisition of Petroleos Del Norte S.A.
("PDN"), and personal share purchases by Mr Rodriguez, now holds an
aggregate interest (both legal and beneficial) in the Company of
13,021,629 Ordinary Shares, representing approximately 10.71 per
cent. of the Company's issued ordinary share capital.
As noted in the Chairman's Statement set out in the Company's
annual report and financial statements for the year ended 31
December 2010, the Board has for some time been concerned that the
Company's market capitalisation on AIM has failed to fully reflect
the Board's perceived current and future intrinsic, underlying
value of the business and its prospects and, accordingly, has been
reviewing and evaluating strategic alternatives to further develop
the Company and maximise Shareholder value. As a result of this
exercise, the Company has recently received a request from the
Tribeca Group and the JCR Group to consider seeking Shareholders'
approval for the cancellation of the admission of the Company's
Ordinary Shares to trading on AIM. Accordingly, the Company's two
non-executive directors, Messrs May and Wiebe, were duly appointed
as an independent committee to consider the De-listing proposal on
behalf of the Company and its Shareholders as a whole.
The Independent Directors are cognisant of the fact that should
the Tribeca Group and/or the JCR Group choose to do so, they have
the ability under the Articles and English company law to formally
requisition a general meeting of the Company to propose that a
special resolution be tabled to effect a de-listing requiring the
approval of not less than 75 per cent. of the votes cast by
Shareholders. The Independent Directors consider that it is most
likely that such a resolution would be duly passed in light of the
Tribeca Group's and the JCR Group's substantial shareholding
positions in the Company, together totalling approximately 73.54
per cent. of the Company's issued ordinary share capital, such that
they believe that it is inevitable that a de-listing will be
secured.
Against this backdrop, the Independent Directors entered into
discussions with representatives of the Tribeca Group and the JCR
Group to seek to negotiate an exit opportunity for those Minority
Shareholders who do not wish to remain investors in the shares of
an unquoted company. Details of the resultant Third-Party Trading
Facility, providing an opportunity for Minority Shareholders to
realise their investment in the Ordinary Shares at a price of 19.5
pence per Ordinary Share, representing a 23.12 per cent. premium to
the volume weighted average Closing Price of 15.84 pence per
Ordinary Share for the six months up to and including 15 February
2012, being the last Business Day prior to the date of this
announcement, are set out below.
In addition, the Independent Directors have also assessed the
merits of potentially maintaining the admission of the Company's
Ordinary Shares to trading on AIM and do not believe that the
Company would receive significant benefits from doing so. In
particular, one of the principal reasons for the Listing was to
provide the Company with the ability to access capital in order to
fund its operations and the implementation of its business strategy
and to use its Ordinary Shares to fund growth, both organically and
through the potential acquisition of attractive additional
exploration and producing assets. The Company's share price
performance since listing on AIM in January 2005 has been
unsatisfactory, with the share price notably falling significantly
over the course of the last twelve months despite the publication
of a number of positive developments for the Company including an
increased independent NPV10 figure for the Group's 3P reserves of
US$280.6 million, a successful farm-out to Shell Exploration and
Production Colombia GmbH ("Shell E&P Colombia"), an affiliate
of the Royal Dutch Shell group of companies, of an 85 per cent.
participating interest in the Company's VMM-28 exploration block in
the Middle Magdalena basin for US$15 million in cash and, most
recently, a new senior secured debt facility with BNP Paribas
("BNP") with an increased initial borrowing base, increased total
facility size and 50 per cent. reduction in the rate of interest
payable versus the previous facility with Macquarie. Trading
volumes and liquidity in the Ordinary Shares has also deteriorated
over this
period, with only a limited proportion of the issued Ordinary
Shares currently remaining in public hands. Accordingly, the
Independent Directors do not believe that the Company would be able
to independently raise significant funds for its further
development at an acceptable price through further issues of
Ordinary Shares to investors in the foreseeable future.
As a relatively small UK quoted company with principally
overseas operations and trading activities in Colombia, the
Independent Directors also believe that the Company will continue
to struggle to attract and retain sufficient research coverage,
institutional interest and level of market rating that would make
retaining its existing AIM quotation worthwhile.
Furthermore, the Independent Directors have considered the
numerous ongoing costs, management time, regulatory burden and
reporting requirements associated with maintaining the public
Listing and believe that such costs and administrative requirements
can no longer be justified in light of the current challenging
global macroeconomic trading environment and the tightly held
nature of the Ordinary Shares, with the Tribeca Group and the JCR
Group collectively being interested, in aggregate, in approximately
73.54 per cent. of the issued Ordinary Shares.
For the reasons outlined above, the Independent Directors
believe that, particularly given the persistent lack of liquidity,
relatively small market capitalisation and concentrated ownership
base on the Company's shareholder register, it is in the best
interests of the Company and its Shareholders as a whole for the
De-listing and Re-registration to be effected as soon as possible
and that the General Meeting should therefore be duly convened.
Shareholders are reminded that as previously announced in May
2008, whilst PetroLatina is a public limited company registered in
England, its central place of management and control remains
outside the UK and therefore the Company is not currently resident
in the UK, the Channel Islands or the Isle of Man for the purposes
of the City Code. As a result, the provisions of the City Code do
not currently apply to the Company and Shareholders are not
entitled to the protections afforded by the City Code.
Principal effects of the De-listing and Re-registration
The principal effects of the De-listing and Re-registration, and
the factors that the Independent Directors believe that
Shareholders should take into consideration when deciding whether
or not to vote in favour of the Resolutions, include the
following:
-- there will be no public market or trading facility on any
recognised investment exchange for the Ordinary Shares and,
consequently, there can be no guarantee that a Shareholder will be
able to purchase or sell any Ordinary Shares. Hence, the
opportunity for Shareholders to realise their investment in the
Company will be more limited;
-- it is probable that following publication of the Circular,
the liquidity and marketability of the Ordinary Shares will be
significantly reduced and the value of such shares may be adversely
affected as a consequence;
-- the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply. The Company will therefore achieve cost savings as a
result of no longer being subject to the provisions of this
regime;
-- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of certain
events, including substantial transactions, financing transactions,
related party transactions and fundamental changes in the Company's
business, including certain acquisitions and disposals;
-- the Company will cease to have an independent financial and nominated adviser and broker;
-- as a private limited company, the Company will be subject to
fewer operational restrictions than as a public company, and will
no longer be required to, inter alia, hold annual general meetings;
lay accounts before a general meeting; or retain a company
secretary. In addition, as a private limited company, the Company
will be subject to less stringent accounting requirements; and
-- as a private limited company, the Company will be controlled
by a limited number of substantial and significant Shareholders,
namely TOGI, TOGF, the JCR Group and Macquarie, who have
conditionally entered into a Shareholders Agreement between
themselves and the Company which will govern, inter alia, how they
operate the Company going forwards. Details of the principal terms
of this proposed Shareholders Agreement, which will become
unconditional on the De-listing being effected, are summarised in
Part II of the Circular.
Current trading and future prospects
Further to the Company's unaudited interim results for the six
month period ended 30 June 2011, announced on 22 September 2011,
the Group has continued to trade in line with management's
expectations and has successfully secured additional funds to
finance a significant proportion of the extensive ongoing work
programme outlined therein. Accordingly, the Group's aggressive
2012 drilling campaign comprising of at least three exploratory
wells and two development wells is now progressing, aimed at
increasing production within its existing fields and making new
discoveries in prospects on its exploration blocks. In particular,
in December 2011, the Company entered into a new senior secured
credit agreement with BNP to replace the previous facility with
Macquarie. BNP arranged a revolving senior secured loan facility of
up to US$100 million, of which US$36 million was made available and
drawndown on completion of the credit facility documentation. Of
this US$36 million, approximately US$29.425 million was utilised to
repay the Company's previous facility and close out all of the
related oil price hedging contracts with Macquarie. The new
facility has a lower borrowing cost of three month US dollar LIBOR
plus 4.5 per cent. per annum, as opposed to a minimum of three
month US dollar LIBOR plus 7.5 per cent. under the previous
Macquarie facility. In addition, in early November 2011 the Company
successfully completed its farm-out agreement with Shell E&P
Colombia in respect of the Company's VMM-28 exploration block
following approval from the Agencia Nacional de Hidrocarburos
("ANH"), receiving a total fee of US$15 million in cash, further
details of which are summarised below.
Operational highlights
-- Average gross production rate, for all fields in which the
Group holds an interest, for the period from 1 January 2011 to 31
December 2011, increased by approximately 33.5 per cent. to 2,415
bopd (2010: 1,809 bopd).
-- Average net production rate attributable to the Group's
interests increased by approximately 30.4 per cent. to 1,046 bopd
(2010: 802 bopd).
-- Total gross production for all fields in which the Group
holds an interest increased by approximately 33.5 per cent. to
881,440 bbls (2010: 660,137 bbls).
-- Total net production for all fields in which the Group holds
an interest increased by approximately 30.4 per cent. to 381,675
bbls (2010: 292,694 bbls).
Review of operations
Colombian assets
La Paloma field
The La Paloma field produced 176,141 gross bbls (2010: 185,874
bbls) at an average daily gross production rate of 483 bopd (2010:
509 bopd). Net oil production to the Group from the La Paloma field
was 147,022 bbls (2010: 154,280 bbls) at an average daily net
production rate of 403 bopd (2010: 423 bopd).
-- Two new well locations have been defined for the Colon-4 and
Colon-5 wells based on seismic attributes studies and new seismic
interpretation. Drilling at Colon-4 has recently commenced and
Colon-5 is anticipated to be spudded during the first half of
2012.
-- One exploratory well (el Juglar-1) is currently intended to
be drilled in late April 2012, targeting the prolific Umir
formation as its primary target and the La Paz formation as its
secondary target.
Tisquirama Licence and Lebrija Licence
During 2011, the Santa Lucia, Los Angeles and Querubin fields
(Tisquirama Licence) and the Dona Maria field (Lebrija Licence)
produced 463,462 gross bbls (2010: 462,847 bbls) at an average
daily gross production rate of 1,270 bopd (2010: 1,268 bopd). Total
net oil production to the Group from the Tisquirama Licence and the
Lebrija Licence in 2011 was 115,816 bopd (2010: 128,966 bbls) at an
average daily net production rate of 317 bopd (2010: 353 bopd).
A review of the existing reservoir and well information is
ongoing in order to re-evaluate the future potential of the Dona
Maria field, with a well work proposal currently expected to be
released in the first quarter of 2012. The field currently has two
producing wells.
Midas Exploration and Production Agreement
Despite being impaired at the end of 2009, the Midas field
produced 13,498 gross bbls in 2011 (2010: 11,416 gross bbls) at an
average daily gross production rate of 37 bopd (2010: 31 bopd). Net
oil production to the Group from the Midas field was 11,533 bbls
(2010: 9,447 bbls) at an average daily net production rate of 32
bopd (2010: 26 bopd).
The Chuira-1 well is still producing on natural flow at a stable
gross rate of 32 bopd. No additional workovers have been carried
out on this well. Additional seismic attribute studies are being
conducted by Arcis Corporation in order to complement the detailed
fracture study over the 3D seismic volume to define potential
future development and deeper exploratory wells in this area. In
addition, a surface geological study over the La Luna formation
(limestone) was completed during the year providing important
results on rock properties, organic matter content, fracture
patterns and stratigraphical information in respect of the Chuira
reservoir. These studies provide a clearer picture for incremental
production through future drilling in the area.
As anticipated, production from the Zoe-1 well has continued to
be unstable with increasing water cut. Accordingly, the Company
currently intends leaving this well on production until the water
cut reaches 100 per cent., at which point the well will then be
plugged and abandoned. The Zoe-1 well was fully impaired in the
Company's previously reported financial results for 2009 and
2010.
Exploration activity on the block continues with the initial
processing of the recently completed 78km(2) of new 3D seismic
ongoing. Utilising this seismic, a new exploratory prospect is
expected to be defined in the central part of the block for
possible drilling in the second half of 2012.
Putumayo-4 Exploration and Production Agreement
PetroLatina, via PDN, is the operator of this exploration block
and currently holds a 100 per cent. legal interest, pending the
proposed assignment of a 50 per cent. legal interest to La Cortez
Energy Colombia Inc. ("La Cortez"), further to the terms of the
previously announced joint operating agreement. The ANH has
recently informed the Company that it requires an appropriate
guarantee or surety from La Cortez in respect of its 50 per cent.
share of the work commitments set out in the Company's exploration
and production contract (the "E&P Contract") with the ANH
before approving such assignment and the Board understands that La
Cortez is currently seeking to satisfy the ANH's requirements.
Under the terms of the E&P Contract, PetroLatina is required
to shoot a minimum of 103km of 2D seismic data and to drill at
least one exploratory well within the first three years of its work
programme. The E&P Contract, effective 23 August 2009,
comprises two 3 year exploration phases and a 24 year production
phase. Since securing the block, the Company has reprocessed
1,300km of historic 2D seismic from different vintages and, as
announced on 7 November 2011, has completed the requisite local
community consultation process in order to commence its 2D seismic
acquisition programme in the north part of the block. Accordingly,
further to a recently completed competitive tender process, the
Company currently intends initiating the acquisition of up to 160km
of 2D seismic in late March 2012 in order to fulfill its commitment
of expending an additional US$1.6 million on 2D seismic. The
Company is also continuing to work and consult with the local
communities to enable it to spud its first exploration well later
this year. In addition, an Environmental Impact Study (Estudio de
Impacto Ambiental - EIA) is ongoing and, when completed, will be
presented to the relevant authorities in order to obtain the
necessary exploration well drilling licence.
VMM-28 Exploration and Production Agreement
In early November 2011, PetroLatina received approval from the
ANH and thereby finalised the farm-out agreement with Shell E&P
Colombia in respect of the Company's VMM-28 exploration block.
Under the terms of the agreement, Shell E&P Colombia paid
PetroLatina a total fee of US$15 million in cash and now owns an 85
per cent. participating interest in the block. The Company's
Colombian operating subsidiary retains a 15 per cent. legal
interest, with an option to participate in the block on expiry of
an agreed exclusivity period and reimbursement of its share of
Shell E&P Colombia's total sunk costs to the date of exercise
of the option. Upon the potential future exercise of the option,
PetroLatina shall pay its share of the ongoing costs, expenses and
liabilities associated with the block. Shell E&P Colombia has
now become exclusive operator of the contract for a period of six
years or, if earlier, until Declaration of Commerciality (the
"Exclusivity Period") and will pay for 100 per cent. of the costs,
expenses and liabilities associated with the work obligations for
the VMM-28 block during this Exclusivity Period.
RZA pipeline
During 2011, 1,179,378 bbls (2010: 1,109,788 bbls) or 3,231 bopd
(2010: 3,041 bopd) were transported through the Group's RZA
pipeline.
Serafin gas development
Initial commercial gas sales commenced at a stable rate of 5.5
mmscf/d in March 2011 and an average production rate of 4.3 mmscf/d
has been maintained to date. Since being placed on an extended test
in late March 2011, a gross total of 228,339 boe of gas has been
produced from the Serafin-1 gas well, of which 107,284 boe is net
to the Company.
The Board continues to believe that there is a high probability
of further gas deposits on the licence area and the Company is
currently conducting studies using its existing 3D seismic coverage
to identify further drillable prospects.
The Company has a 50 per cent. working interest in the project,
which will be reduced to 25 per cent. in the event that Ecopetrol
S.A., Colombia's state oil company, exercises its back-in right,
which can only occur once the Company has fully recovered its
incurred capital expenditure from revenues.
Guatemalan assets
Further to the terms of the sale of the Company's assets
(Licences A7-2005 and A-6-93) in Guatemala to Quetzal Energy
Limited ("Quetzal") in July 2007, PetroLatina retained a 20 per
cent. carried interest in the first three wells to be worked over,
and a 20 per cent. working interest in all future wells. The Board
understands that the Atzam-2 well is still currently producing and
has approached Quetzal on a number of occasions regarding the
Company's carried interest in this well. To date, no satisfactory
responses have been received and the Board intends to continue to
pursue Quetzal and to seek recovery of the Company's share of
production revenues.
The Board notes that, in January 2012, Quetzal announced that it
had entered into a definitive agreement with SGS Acquisition
Company Limited ("SGS") to sell 100 per cent. of Quetzal's wholly
owned subsidiary, which holds its Guatemalan operations, to SGS.
SGS is a special purpose vehicle formed and organised under the
laws of Barbados to focus on the resource sector. Further to the
announcement made by Quetzal, the Board understands that Quetzal's
subsidiary's estimated total oil production was approximately 6,000
bbls for its fiscal year ended 31 December 2011 (2010: 3,850 bbls;
2009: 5,905 bbls).
Strategy following the De-listing
Following implementation of the De-listing, the Board intends to
continue its efforts to develop the Company's oil and gas assets in
a proper and orderly fashion, and to access the additional capital
necessary to fund such business activities, in pursuit of its
stated objective to grow PetroLatina into one of the major,
technologically advanced players in Colombia's oil and gas
industry.
The Board will continue to keep Shareholders informed of the
Company's progress through updates on the Company's website at
www.petrolatinaenergy.com. In addition, the Board will continue to
send Shareholders copies of the Company's annual report and
financial statements and hold general meetings, in accordance with
applicable statutory requirements and the New Articles.
New Articles and Shareholders Agreement
Following the De-listing becoming effective, the Company will
re-register as a private limited company and will adopt new and
more appropriate articles of association. A copy of the proposed
New Articles will be made available for inspection at the General
Meeting and on the Company's website.
In addition, the Company, TOGI, TOGF, the JCR Group and
Macquarie have conditionally entered into a Shareholders Agreement,
the principal details of which are summarised in Part II of the
Circular.
Board composition
Immediately following the Re-registration, John May will resign
from the Board and a representative of Macquarie, an existing
significant shareholder in the Company, will be appointed as a
board observer in his place in accordance with the terms of the
Shareholders Agreement and as summarised in Part II of the
Circular. It is intended that Messrs Gerard, Mendez, Wiebe and
Rodriguez will remain on the Board.
Accordingly, pursuant to the terms of the proposed Shareholders
Agreement, the intended composition of the Board following the
De-Listing and Re-registration will include representatives of the
Tribeca Group, one representative of the JCR Group and one observer
representative of Macquarie.
General Meeting and irrevocable undertakings
The General Meeting is to be held at the offices of FTI
Consulting, located at 8th Floor, Holborn Gate, 26 Southampton
Buildings, London WC2A 1PB at 10.00 a.m. on 9 March 2012 for the
purpose of seeking Shareholders' approval of the Resolutions.
Notice of the General Meeting is set out in Part III of the
Circular.
The De-listing
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the proposed De-listing. This
notice is conditional upon not less than 75 per cent. of votes cast
by Shareholders (in person or by proxy) at the General Meeting
voting in favour of Resolution 1.
The Re-registration
In accordance with section 97(1) of the Companies Act 2006, the
Re-registration of the Company as a private company requires not
less than 75 per cent. of votes cast by Shareholders (in person or
by proxy) at the General Meeting to vote in favour of Resolution 2.
It is also conditional on the passing of Resolution 1.
The New Articles
The Company is seeking to adopt new articles of association in
substitution for, and to the exclusion of, the existing Articles
which requires not less than 75 per cent. of votes cast by
Shareholders (in person or by proxy) at the General Meeting to vote
in favour of Resolution 3.
Irrevocable undertakings to vote in favour of the
Resolutions
The Tribeca Group which is collectively interested in 76,416,025
Ordinary Shares representing approximately 62.83 per cent. of the
Company's issued ordinary share capital, has irrevocably agreed to
vote in favour of the Resolutions at the General Meeting.
In addition, the JCR Group has irrevocably undertaken to vote in
favour of the Resolutions at the General Meeting in respect of its
aggregate holding of 13,021,629 Ordinary Shares, representing
approximately 10.71 per cent. of the Company's issued ordinary
share capital.
The Company has therefore received irrevocable undertakings to
vote in favour of the Resolutions at the General Meeting in respect
of, in aggregate, 89,437,654 Ordinary Shares, representing
approximately 73.54 per cent. of the issued Ordinary Shares as at
the date of the Circular.
Accordingly, it is anticipated that the De-listing will in all
likelihood be duly approved by Shareholders at the General Meeting
and will therefore become effective from 16 March 2012, and the
London Stock Exchange has been duly notified by the Company to this
effect.
Transactions in the Ordinary Shares following the De-listing and
the Re-registration
As at the close of business on 15 February 2012, the Company's
Minority Shareholders held, in aggregate, 22,547,496 Ordinary
Shares (representing approximately 18.54 per cent. of the Company's
issued ordinary share capital).
As indicated above, the Independent Directors, the Tribeca Group
and the JCR Group continue to have significant regard for the
situation of the Minority Shareholders and recognise that the
proposed De-listing will make it considerably more difficult for
the Minority Shareholders to sell or buy Ordinary Shares.
Accordingly, in order to assist those Minority Shareholders who
wish to dispose of their Ordinary Shares and realise their
investment in the Company, TOGI and Rorick have engaged the
services of Optiva to operate the Third-Party Trading Facility to
acquire, on behalf of TOGI and Rorick, Ordinary Shares held by
those Minority Shareholders who wish to sell, for a period of two
months from the date of the Circular, ending on 16 April 2012
(subject to extension by TOGI and Rorick, acting in their absolute
discretion). A total of US$5.35 million in cash is being made
available by TOGI and Rorick to acquire Ordinary Shares pursuant to
the Third-Party Trading Facility.
Under this Third-Party Trading Facility, Minority Shareholders
are invited to leave an instruction (a "Sale Notice") with Optiva,
as the Third-Party Trading Facility provider, as soon as possible,
that they are prepared to sell their Ordinary Shares to TOGI and
Rorick at a set price in cash of 19.5 pence per Ordinary Share.
This price represents a 23.12 per cent. premium to the volume
weighted average Closing Price of 15.84 pence per Ordinary Share
for the six months up to and including 15 February 2012, being the
last Business Day prior to the date of this announcement.
Following receipt of a Sale Notice, Optiva will contact TOGI and
Rorick and the relevant Minority Shareholder concerned, and subject
to sufficient funds remaining available within the Third
Party-Trading Facility, then effect the transaction. In these
circumstances, Minority Shareholders who do not have their own
broker may need to register with Optiva as a new client (subject to
Optiva's usual terms and conditions). Such registration can take a
certain period of time to process and, accordingly, Minority
Shareholders who consider that they are likely to use the
Third-Party Trading Facility are encouraged to commence
registration at the earliest opportunity. The service provided by
Optiva will cost each Minority Shareholder Optiva's standard
charges, which currently are a 1.75 per cent. commission charge up
to GBP10,000 in value, and 0.5 per cent. thereafter (a minimum
charge of GBP25 applies). No stamp duty or SDRT will be payable by
Minority Shareholders in connection with the Third-Party Trading
Facility, which will be payable by TOGI and Rorick as purchasers of
the Ordinary Shares.
Following expiration of the period during which the Third-Party
Trading Facility is to be made available, any Minority Shareholders
who subsequently wish to buy or sell their Ordinary Shares should
notify the Board, which will, where possible, seek to match
potential purchasers and sellers.
Further details of the Third-Party Trading Facility will be made
available on the Company's website at www.petrolatinanergy.com and
on Optiva's website at www.optivasecurities.com.
If Minority Shareholders wish to buy or sell Ordinary Shares on
AIM, they must do so prior to the De-listing becoming effective. As
noted above, the last day of dealings in the Ordinary Shares on AIM
is currently anticipated to be 15 March 2012 and the De-listing is
currently expected to become effective from 7.00 a.m. on 16 March
2012.
If Minority Shareholders wish to effect a transfer of Ordinary
Shares pursuant to the Third-Party Trading Facility, Minority
Shareholders will need to provide Optiva with (for Ordinary Shares
held in certificated form only) the relevant share certificate(s)
or, (for Ordinary Shares held in uncertificated form only (that is,
in CREST)) the relevant CREST details as soon as possible.
Further details can be obtained by contacting Optiva directly on
+44 (0)203 137 1902 (please quote reference "PetroLatina").
Following the De-listing, transfers of Ordinary Shares (whether
pursuant to the Third-Party Trading Facility or otherwise) may only
be effected in accordance with the provisions of the New
Articles.
Recommendation
For the reasons set out above, the Board, including the
Independent Directors, considers both the De-listing and the
Re-registration to be in the best interests of the Company and its
Shareholders as a whole.
Accordingly, the Board, including the Independent Directors,
recommends that Shareholders vote in favour of the Resolutions to
be proposed at the General Meeting.
The Tribeca Group and the JCR Group have provided the Company
with irrevocable undertakings to vote in favour of the Resolutions
in respect of their respective interests in the Company which
collectively amount to, in aggregate, 89,437,654 Ordinary Shares,
representing approximately 73.54 per cent. of the issued Ordinary
Shares as at the date of the Circular.
Strand Hanson Limited, having taken into the account the
commercial assessments of the Board, including those of the
Independent Directors, considers the terms of the Third-Party
Trading Facility to be fair and reasonable. The Board, including
the Independent Directors, recommends that, given the principal
effects of the De-listing and Re-registration (as set out above)
those Minority Shareholders who do not wish to remain shareholders
in an unquoted company following the Re-registration, dispose of
their Ordinary Shares on the terms offered under the Third-Party
Trading Facility.
Expected timetable of principal events
Publication of the Circular and notice
provided to the London Stock Exchange
to cancel the admission to trading on
AIM of the Company's Ordinary Shares: 16 February 2012
Latest time and date for receipt of Forms 10.00 a.m. on 7 March
of Proxy in respect of the General Meeting: 2012
10.00 a.m. on 9 March
General Meeting: 2012
Last day of dealings on AIM in the Ordinary
Shares: 15 March 2012
Cancellation of the admission to trading
on AIM of the Company's Ordinary Shares 7.00 a.m. on 16 March
expected to be effective: 2012
Notes:
All references to times of day in this announcement are to
London time.
Dates set out against events that are expected to occur after
the expected date of the General Meeting assume that the General
Meeting is not adjourned and that the Resolutions are passed at the
General Meeting.
All of the above times and dates are subject to change at the
Company's discretion. In the event of any change, the revised times
and dates will be notified to Shareholders by an announcement
through a Regulatory Information Service (as defined in the AIM
Rules).
Enquiries:
PetroLatina Energy Plc
Juan Carlos Rodriguez, Chief Executive Officer
Tel: +57 1627 8435
Pawan Sharma, Executive Vice President - Corporate Tel: +44 (0)20 7766
Affairs & CFO 0081
Strand Hanson Limited
Simon Raggett/Matthew Chandler Tel: +44 (0)20 7409
3494
FTI Consulting
Ben Brewerton/Chris Welsh Tel: +44 (0)20 7831
3113
This information is provided by RNS
The company news service from the London Stock Exchange
END
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