Xcite Energy Limited Summons to Bondholders' Meeting (3342B)

TIDMXEL

RNS Number : 3342B

Xcite Energy Limited

16 June 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

LSE-AIM: XEL

16 June 2016

Xcite Energy Limited

("Xcite Energy" or the "Company")

Summons to Bondholders' Meeting

Xcite Energy announces that Nordic Trustee ASA (the "Bond Trustee"), which acts as trustee for the holders (the "Bondholders") of the $135 million senior secured bonds (the "Bonds") issued by Xcite Energy Resources plc (formerly Xcite Energy Resources Limited, the "Issuer") has issued a summons (the "Summons") to a Bondholders' Meeting to be held on 30 June 2016 at the offices of Nordic Trustee ASA, 6(th) floor, Haakon VIIs gt 1, 0160 Oslo.

As announced in our full year results for the ended 31 December 2015 on 21 March 2016, the Company has been in discussions with its principal Bondholders with respect to a potential restructuring of the Bonds. While those negotiations have been constructive, no terms have yet been agreed. However, should agreement on the terms of a restructuring be reached, it is likely that these will involve a reduction to the balance of the Bonds in return for an equity stake in the Company.

In order to continue these negotiations and to allow it to resolve terms for restructuring the Bonds, the Issuer has requested a short-term extension to the maturity date of the Bonds, which is currently 30 June 2016, to 30 September 2016 (the "Maturity Date Extension").

In light of the above negotiations and an extension of the bond maturity to 30 September 2016, the Issuer is agreeing to amendments to the bond agreement dated 27 June 2014 (as amended and/or restated from time to time) and made between the Issuer, the Company and the Bond Trustee (the "Bond Agreement") such that an event of default would occur under Clause 15.1 of the Bond Agreement in the event that (i) the constitutional documents of the Issuer or the Company were to be amended (save for amendments approved by a Bondholders' Meeting or by a written resolution of the Bondholders); (ii) the shareholder rights plan agreement dated 30 November 2010 between the Company and Computershare Investor Services Inc. (as amended prior to the date of the Summons) were to be amended, extended or replaced with any similar or analogous agreement; or (iii) any options, warrants or other rights to purchase, subscribe for or acquire any of the shares in the Issuer or the Company were to be granted to any person other than an issuance of shares in the Company for cash at or in excess of fair market value.

Finally, the Issuer is also requesting amendments to the Bond Agreement to (i) reduce the notice period for a Bondholders' Meeting from ten business days to five business days; (ii) allow a written resolution procedure to be used in lieu of a Bondholders' Meeting, to simplify and speed up the voting process for Bondholders when the terms of a restructuring are agreed and are presented to the Bondholders; and (iii) effect a staged reduction in the figure for the minimum cash balance undertaking during the period of the Maturity Date Extension such that the balance on the Group balance sheet shall be equal to or higher than a particular stated balance at the end of each calendar month.

The Issuer also agrees that if the amendments to the Bond Agreement are approved, it will continue to make interest payments in respect of the Bonds when they become due under Clause 9.2 of the Bond Agreement during the period of the Maturity Date Extension, with the next interest payment dates falling on 30 June 2016 and 30 September 2016. From (and excluding) 30 June 2016, PIK interest will accrue and be paid in cash or in kind (at the Issuer's discretion) on each interest payment date, and any PIK interest paid in kind will be compounded on a quarterly basis on each interest payment date. Should the Issuer fail to make any interest payments due under the Bond Agreement during the period of the Maturity Date Extension, it will constitute an immediate event of default under the Bond Agreement.

In consideration for, and as a condition to, the Bondholders' Meeting approving the amendments to the Bond Agreement, the Issuer is required to pay a consent fee to the Bondholders comprising an amount equal to 1% of the principal amount of the Outstanding Bonds as at 30 June 2016 (the "Consent Fee"), payable in cash or through the issue of additional Bonds to the Bondholders (at the Issuer's election). Should the Issuer fail to pay all or part of the Consent Fee, it will constitute an immediate event of default under the Bond Agreement.

Bondholders holding in excess of 93% of the outstanding Bonds have indicated their support for the proposed amendments. Notice of the results of the Bondholders' Meeting is expected to be released following the Bondholders' Meeting on 30 June 2016.

Shareholders will be notified of the date of the Company's Annual General Meeting in due course.

The Summons can be found on the Xcite Energy Resources plc section of the Company's website www.xcite-energy.com.

 
 
 ENQUIRIES: 
                                        +44 (0) 1483 
  Xcite Energy Limited                  549 063 
 Rupert Cole / Andrew 
  Fairclough 
 
                                      +44 (0) 203 
 Liberum (Joint Broker and Nomad)      100 2222 
 Clayton Bush / Jamie 
  Richards 
 
 Morgan Stanley (Joint                +44 (0) 207 
  Broker)                              425 8000 
 Andrew Foster 
 
                                      +44 (0) 203 
 Bell Pottinger                        772 2500 
 Henry Lerwill

Forward-Looking Statements

This announcement contains certain forward-looking statements that are subject to the usual risk factors and uncertainties associated with the oil and gas exploration and production business. Whilst the Company believes the expectations reflected herein to be reasonable in light of the information available to it at this time, the actual outcome may be materially different owing to factors beyond the Company's control, or otherwise within the Company's control, for example, if the Company decides on a change of plan or strategy. Accordingly, no reliance may be placed on the figures contained in such forward-looking statements.

Notes to Editors

Xcite Energy (LSE-AIM: XEL) is an oil appraisal and development company with a portfolio of heavy oilfield assets in the Northern North Sea in the UK. Xcite Energy holds a 100% working interest in the Bentley field; a heavy oil field with 2P recoverable reserves of 267 MMstb, making Bentley one of the largest undeveloped oilfields in the UK Continental Shelf.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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