TIDMVOG
RNS Number : 3164C
Victoria Oil & Gas PLC
18 June 2021
18 June 2021
Victoria Oil & Gas Plc
("VOG" or the "Company")
Loan Note Instrument
Victoria Oil & Gas Plc, whose wholly owned subsidiary, Gaz
du Cameroun S.A. ("GDC"), the onshore gas producer and distributor
with operations located in the port city of Douala, Cameroon, is
pleased to announce that it has entered into a definitive financing
agreement with Meridian Capital (HK) Limited ("Meridian")
("Facility Agreement") to raise maximum gross proceeds of US$7.5
million through the issue of unsecured loan notes (the "Facility").
The proceeds of the Facility will be utilised for general working
capital purposes, including long lead Items for the proposed well
on the Matanda licence.
The Facility is comprised of two series of loan notes - A Loan
Notes and B Loan Notes (together the "Loan Notes").
The key terms of the Loan Notes are set out below:
A Loan Notes:
-- unsecured loan notes with no conversion rights
-- total principal amount of US$3.3 million, fully drawn on signing of the Facility Agreement
-- two-year term with early redemption permitted at no additional cost
-- interest at 10% per annum accruing daily from the date of issue and compounding monthly
B Loan Notes:
-- unsecured convertible loan notes
-- total principal amount of US$4.2 million, which can be drawn
down in tranches at the Company's option
-- term expires on the second anniversary of the date of the
Facility Agreement with early redemption permitted at any time at
no additional cost, with Meridian having the ability to convert the
outanding B Loan Notes
-- interest at 10% per annum accruing daily from the date of issue and compounding monthly
-- principal and interest convertible wholly or partially into
VOG shares at the Noteholder's option from the first anniversary of
signing the Facility Agreement and on certain other specified
events
-- conversion price of GBP0.078 per share (being a 30% premium
to the volume weighted average trading price of VOG's shares as
traded on AIM over the 10-day period immediately before the date of
entry into the Facility Agreement)
-- draw down conditional on The Takeover Panel ("Panel")
agreeing to a waiver of Rule 9 of the Takeover Code ("Code") and
independent shareholder approval being obtained (see below).
Meridian (owned equally by Askar Alshinbayev and Yevgeniy Feld)
is an associate of Askar Alshinbayev and YF Finance Limited (a
company controlled by Mr Alshinbayev) and they are all deemed to be
acting in concert as defined in the Code (collectively, the
"Concert Party"). The Concert Party holds 60,913,330 ordinary
shares of GBP0.005 in the Company's share capital ("Ordinary
Shares"), representing 23.7 per cent. of the issued share capital
of the Company.
In the event that the Company issues the maximum amount of B
Loan Notes to Meridian at the likeliest earliest opportunity under
the Facility Agreement and conversion occurs at the latest date
under the Facility for the full principal amount and all accrued
interest, the Concert Party would have a resultant holding of
106,848,390, representing 35.3 per cent. of the then issued shares
(assuming the current GBP/$ exchange rate), assuming no other
shares are issued.
The Company will apply to the Panel for a waiver from the
obligation for the Concert Party to make a general offer that would
otherwise arise as a result of the issue of the Ordinary Shares in
the event that the Concert Party were to convert the B Loan Notes
in full, subject to the approval, on a poll, of independent
shareholders (the "Whitewash Resolution"). Accordingly, with the
consent of the Panel, the Whitewash Resolution will be proposed at
the General Meeting and will be taken on a poll at the General
Meeting, notice of which will be set out in the Circular to be
distributed to Shareholders shortly.
Given Askar Alshinbayev's and YF Finance Limited's current
interest is more than 10 per cent. of the issued ordinary share
capital of the Company, and they are therefore a substantial
shareholder, the entry into the Facility Agreement is deemed to be
a related party transaction for the purposes of Rule 13 of the AIM
Rules for Companies ("AIM Rules"). For the purposes of the AIM
Rules, the Directors of the Company, having consulted with the
Company's Nominated Adviser, Strand Hanson Limited, consider that
the terms of the transaction are fair and reasonable so far as its
shareholders are concerned.
Roy Kelly, Chief Executive Officer, commented :
"We are delighted and appreciative that our major shareholder is
backing our efforts to resolve legacy issues and increase our
working capital. The use of such funds includes helping us progress
our very prospective Matanda licence in which we have a 75%
interest prior to state back-in."
The information contained within this announcement is deemed to
constitute inside information pursuant to the EU (Withdrawal) Act
and amended pursuant to Market Abuse (Amended) (EU Exit)
Regulations 2019. Upon the publication of this announcement, this
inside information is now considered to be in the public
domain.
For further information, please visit www.victoriaoilandgas.com or contact:
Victoria Oil & Gas Plc
Roy Kelly/Rob Collins Tel: +44 (0) 20 7921 8820
Strand Hanson Limited (NOMAD)
Rory Murphy/James Dance Tel: +44 (0) 20 7409 3494
Shore Capital Stockbrokers Limited (Broker)
Mark Percy/Toby Gibbs (corporate advisory) Tel: +44 (0) 207 408 4090
Jerry Keen (corporate broking)
Camarco (Financial PR)
Billy Clegg / Nick Hennis Tel: +44 (0) 20 3772 2499
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCGPUBUQUPGPGM
(END) Dow Jones Newswires
June 18, 2021 02:00 ET (06:00 GMT)
Grafico Azioni Victoria Oil & Gas (LSE:VOG)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Victoria Oil & Gas (LSE:VOG)
Storico
Da Apr 2023 a Apr 2024
