TIDMVOG
RNS Number : 8054J
Victoria Oil & Gas PLC
26 August 2021
26 August 2021
Victoria Oil & Gas Plc
("VOG" or "the Company")
Proposed Approval of Waiver of Obligations Under Rule 9 of the
Takeover Code
Publication of Circular and Notice of General Meeting
On 18 June 2021, the Company announced that it had entered into
a definitive financing agreement with Meridian Capital (HK) Limited
("MCL") (the "Loan Agreement") to raise maximum gross proceeds of
US$7.5 million through the issue of two series of unsecured loan
notes (the "A Loan Notes" and the "B Loan Notes", together the
"Loan Notes").
The B Loan Notes have a principal amount of US$4.2 million,
which can be drawn down in tranches at the Company's option. Any
amounts drawn down under the B Loan Notes and interest thereon will
be convertible, wholly or partially, into new Ordinary Shares, at
MCL's option, from the first anniversary of signing the Loan
Agreement and on certain other specified events.
MCL is owned equally by Askar Alshinbayev and Yevgeniy Feld, and
is an associate of Askar Alshinbayev and YF Finance (a company
controlled by Mr Alshinbayev), all of whom are presumed to be
acting in concert as defined in the Takeover Code (collectively,
the "Concert Party"). The Takeover Panel has agreed to waive the
obligation of the Concert Party to make a general offer that would
otherwise arise as a result of the conversion of the B Loan Notes
into new Ordinary Shares under the Loan Agreement, subject to the
approval of the Independent Shareholders (to be taken on a poll) at
a general meeting of the Company (the "Whitewash Resolution").
Accordingly, VOG is pleased to announce that a shareholder
circular (the "Circular") was posted to shareholders yesterday
containing information on the terms of the Loan Agreement, the
Concert Party and current and potential shareholdings of the
Concert Party. The Circular also includes a notice convening a
General Meeting of the Company (the "General Meeting") and a Form
of Proxy. At the General Meeting the Whitewash Resolution will be
proposed to approve the Rule 9 Waiver in respect of the Concert
Party for the issuing and future conversion of the B Loan Notes
into new Ordinary Shares. The General Meeting will be held at 200
Strand, London WC2R 1DJ on 10 September 2021 at 11:00 a.m.
The expected timetable of principal events and the Chairman's
statement from the Circular are set out below. Unless otherwise
indicated, all defined terms in this announcement shall have the
same meaning as described in the Circular.
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 (Nominated and Financial Adviser)
Rory Murphy / James Dance Tel: +44 (0) 20 7409 3494
Shore Capital Stockbrokers Limited (Joint Broker)
Toby Gibbs / Mark Percy (corporate advisory) Tel: +44 (0) 207 408 4090
Jerry Keen (corporate broking)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Circular and Form 25 August 2021
of Proxy
Latest time and date for receipt of 11.00 a.m. on 8 September
Forms of Proxy 2021
General Meeting 11.00 a.m. on 10 September
2021
Announcement of result of General Meeting 10 September 2021
Notes:
1. Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change,
the revised times and/or dates will be notified by the Company to
the Shareholders by announcement through a regulatory information
service.
2. All of the above times refer to London time unless otherwise stated.
LETTER FROM THE CHAIRMAN OF VICTORIA OIL & GAS PLC
(incorporated in England & Wales with registration number
05139892)
Directors
Registered Office
Roger Kennedy Non-Executive Chairman 200 Strand
Roy Kelly Chief Executive Officer London
Robert Collins Chief Financial Officer
WC2R 1DJ
John Daniel Non-Executive Director
25 August 2021
To the holders of Ordinary Shares
Dear Shareholder,
PROPOSED APPROVAL OF WAIVER OF OBLIGATIONS UNDER RULE 9 OF THE
TAKEOVER CODE NOTICE OF GENERAL MEETING
Introduction
On 18 June 2021, the Company announced that it had entered into
a definitive financing agreement with MCL (the "Loan Agreement") to
raise maximum gross proceeds of US$7.5 million, through the issue
of two series of unsecured loan notes (the A Loan Notes and B Loan
Notes), which each have a term of two years and attract interest at
10 per cent. per annum accruing daily and compounding monthly
(together the "Loan Notes").
The A Loan Notes, which have a principal amount of US$3.3
million and have no conversion rights, were fully drawn down by the
Company following its entry into the Loan Agreement.
The B Loan Notes have a principal amount of US$4.2 million,
which can be drawn down in tranches at the Company's option. Any
amounts drawn down under the B Loan Notes and interest thereon will
be convertible, wholly or partially, into new ordinary shares of
GBP0.005 each in the capital of the Company ("Ordinary Shares"), at
MCL's option, from the first anniversary of signing the Loan
Agreement and on certain other specified events.
The conversion price is GBP0.078 per new Ordinary Share, which
represents a 30 per cent. premium to the volume weighted average
trading price of the Company's Ordinary Shares as traded on AIM
over the 10-day period immediately before the date of entry into
the Loan Agreement. The conversion price represents a premium of
approximately 120 per cent. to the closing middle market price for
the Company's Ordinary Shares at the 24 August 2021 ("Last
Practicable Date").
MCL is owned equally by Askar Alshinbayev and Yevgeniy Feld, and
is an associate of Askar Alshinbayev and YF Finance (a company
controlled by Mr Alshinbayev), all of whom are presumed to be
acting in concert as defined in the Takeover Code (collectively,
the "Concert Party"). As at the date of this announcement, the
Concert Party holds, in aggregate, 60,913,330 Ordinary Shares,
representing approximately 23.48 per cent. of the issued share
capital of the Company.
In the event that the Company draws down the maximum amount
under the B Loan Notes at the earliest expected opportunity under
the Loan Agreement (assumed to be 13 September 2021) and conversion
occurs on the date falling two years after the Loan Agreement was
entered into, being 16 June 2023 (the "Latest Conversion Date") for
the full principal amount and all accrued interest, the Concert
Party would have a resultant holding of 107,728,578 Ordinary
Shares, representing approximately 35.18 per cent. of the then
issued Ordinary Shares (assuming a prevailing GBP:USD exchange rate
of 1.37 and that no other new Ordinary Shares are issued by the
Company in the interim).
The number of Ordinary Shares ultimately issued to the Concert
Party on conversion of the B Loan Notes will vary in line with the
GBP:USD exchange rate. For illustrative purposes, assuming that
there was a 10 per cent. decrease in the assumed GBP:USD exchange
rate at the Latest Conversion Date (such that the exchange rate was
1.233), the Concert Party would have a resultant holding of
112,930,273 Ordinary Shares, representing approximately 36.26 per
cent. of the then issued Ordinary Shares following conversion,
assuming no other new Ordinary Shares are issued by the Company in
the interim.
Should the conversion of the B Loan Notes occur at the date
falling one year after the Loan Agreement was entered into being 16
June 2022 (assuming the Company does not serve an early repayment
notice in the period leading up to 16 June 2022, whereby MCL could
elect to convert rather than receive cash repayment) (the "Earliest
Conversion Date") for the full principal amount and all accrued
interest, the Concert Party would have a resultant holding of
103,291,075 Ordinary Shares, representing 34.23 per cent. of the
then issued Ordinary Shares (assuming a GBP:USD exchange rate of
1.37 and that no other new Ordinary Shares are issued by the
Company in the interim).
Accordingly, under most reasonable scenarios, assuming full draw
down and conversion of B Loan Notes and that no other Ordinary
Shares are issued prior to conversion, the Concert Party's maximum
holding is likely to be between 30 per cent. and 50 per cent. of
the issued share capital in issue following conversion of the B
Loan Notes. Accordingly, the Company's ability to draw down the
facility under the B Loan Notes is conditional on Independent
Shareholders passing the Whitewash Resolution approving a waiver of
the obligation for the Concert Party to make a general offer
pursuant to Rule 9 of the Takeover Code that would otherwise arise
in the event that the Concert Party were to convert the B Loan
Notes.
A General Meeting is to be held at the offices of the Company at
200 Strand, London WC2R 1DJ at 11.00 a.m. on 10 September 2021. The
General Meeting is being convened to consider and if thought fit
approve the Resolutions including the Whitewash Resolution.
The Board strongly encourages all Independent Shareholders to
vote on the Resolution 1 and all Shareholders to vote on
Resolutions 2 and 3 to be proposed at the General Meeting by proxy
before the deadline of 11.00 a.m. on 8 September 2021. Shareholders
are encouraged to appoint the Chair of the General Meeting as their
proxy.
At the time of writing, the Company understands that legal
restrictions on social contact arising from the Covid-19 pandemic
have been largely lifted. However, the public is being urged to
exercise caution and an increase in infections is possible over the
summer. During this time, whilst the Company is not expecting to be
legally restricted in terms of attendance and safety measures at
the General Meeting, the health of the Company's Directors and
staff, shareholders and other users of the offices is paramount.
Accordingly, the Board urges Shareholders to consider whether
travelling to and attending the General Meeting is necessary in the
circumstances. In any event, attendees will be required to wear
face coverings and maximise distances between themselves and other
attendees. To further reduce transmission risk at the General
Meeting, there will be no refreshments and no "mingling" with the
Board. The Company will provide an update via RNS should any
attendance arrangements need to be altered in advance of the
General Meeting.
The Company will arrange for a quorum to be present in person at
the General Meeting to enable the business to be transacted and the
Chairman will propose that votes be conducted on a poll to ensure
that all votes are counted.
The purpose of this announcement is to explain the background
to, and the reasons for, the Resolutions and to explain why the
Board considers the Resolutions to be in the best interests of the
Company and its Shareholders as a whole, and why the Directors
recommend that you vote in favour of the Resolutions.
The Takeover Code
The Takeover Code is issued and administered by the Takeover
Panel. The Takeover Code applies to all takeover and merger
transactions, however effected, where the offeree company is, among
other things, a listed or unlisted public company resident in the
United Kingdom, the Channel Islands or the Isle of Man (and to
certain categories of private limited companies). The Company is a
public company whose Ordinary Shares are admitted to trading on
AIM, and its Shareholders are therefore entitled to the protections
afforded by the Takeover Code.
Under Rule 9 of the Takeover Code, any person who acquires an
interest in shares (as such term is defined in the Takeover Code)
which, taken together with the shares in which such person and
persons acting in concert with them are interested, carry 30 per
cent. or more of the voting rights in a company that is subject to
the Takeover Code, is normally required to make a general offer to
all of the remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert
with them, is interested in shares which in aggregate carry not
less than 30 per cent. of the voting rights but does not hold
shares carrying more than 50 per cent. of the voting rights of such
a company, a general offer will normally be required if any further
interests in shares are acquired which increases the percentage of
shares carrying voting rights by any such person. Such an offer
would have to be made in cash at a price not less than the highest
price paid by such person, or by any member of the group of persons
acting in concert with such person, for any interest in shares in
the company during the 12 months prior to the announcement of the
offer.
The Concert Party
Under the Takeover Code, a concert party arises when persons,
pursuant to an agreement or understanding (whether formal or
informal), co-operate to obtain or consolidate control of, or
frustrate the successful outcome of an offer for, the Company.
Control means an interest or interests in shares carrying in
aggregate 30 per cent. or more of the voting rights of a company
irrespective of whether the interest or interests give de facto
control.
The following persons are considered to be acting in concert (as
defined in the Takeover Code) in respect of the Company, and
accordingly are collectively referred to herein as the "Concert
Party":
1. MCL;
2. Askar Alshinbayev (as a 18.41 per cent. shareholder in the
Company, a 50 per cent shareholder of MCL and 100 per cent.
shareholder in YF Finance);
3. Yevgeniy Feld (as 50 per cent. shareholder of MCL); and
4. YF Finance (as a 5.07 per cent. shareholder in the Company
and owned 100 per cent. by Mr Alshinbayev).
MCL
MCL is an international investment firm, with its headquarters
in Hong Kong, which invests worldwide principally in the consumer
goods, real estate, hospitality, infrastructure and natural
resources sectors. Its principals, Askar Alshinbayev and Yevgeniy
Feld started working together during the 1990s and have been
business partners, co-investing in various ventures, since the
early 2000s. They are co-founders, and are now the only
shareholders, of MCL (together with its affiliates, "Meridian
Capital"). The directors of MCL are Askar Alshinbayev, Yevgeniy
Feld and Miguel C. Soto. MCL's website address is:
www.meridiancapitallimited.com.
MCL is not required to publish financial information and there
is no financial information relating to MCL that is publicly
available. There are no current ratings or outlooks publicly
accorded to MCL by ratings agencies.
Askar Alshinbayev
Askar Alshinbayev is a 18.41 per cent. shareholder in the
Company, a 50 per cent shareholder of MCL and the 100 per cent.
shareholder in YF Finance. Mr Alshinbayev graduated with a
first-class degree in Operational Management (Computer Control
Systems) from the Technical Science Institute in Almaty,
Kazakhstan, and held a research post at the Institute's Technical
Cybernetics Laboratory. Mr Alshinbayev has over three decades of
investment management experience in specialized corporate strategy,
M&A, and strategic acquisitions, with a focus on investing in
global, emerging and frontier markets. He served as a Managing
Director of Kazkommertsbank from 1994 to 2002. He was (among other
directorships) a Board Member of Unimilk from 2006 to 2010 and was
central to its development into what became the number two dairy
company in the Commonwealth of Independent States and thereafter
its merger with Danone Russia. After MCL exited the Danone-Unimilk
joint venture, Mr Alshinbayev spearheaded Meridian Capital's
further investment into the high-growth fast moving consumer goods
industry and is currently a Board Member of Food Union which, since
it was established in Latvia in 2012, has become one of the largest
dairy and ice-cream producing companies in Central and Eastern
Europe, and has recently expanded into dairy production in China.
Food Union currently exports to over 25 countries. Alongside a
range of investments in real estate and hospitality, Mr Alshinbayev
has led Meridian Capital's partnership with Extell, one of New
York's leading property developers, which has brought to market the
International Gem Tower in the heart of New York's Diamond
District.
Yevgeniy Feld
Yevgeniy Feld is a 50 per cent. shareholder of MCL. Mr Feld was
educated and trained as an economist and has accumulated many
years' experience in corporate finance, M&A and investment
management, with a particular focus on real estate, transport and
infrastructure. As a Managing Director of Kazkommertsbank following
the break-up of the Soviet Union, Mr Feld managed the turnaround
and restructuring of various state-owned enterprises in accordance
with an advisory mandate from the Kazakh State to Kazkommertsbank.
Mr Feld now serves as a Principal of MCL, overseeing the management
of its diversified portfolio in real estate, hospitality, fast
moving consumer goods, infrastructure and natural resources. He was
central to the investment into Meridian Capital's largest and most
successful projects in the former Soviet Union, including the
transformation of an abandoned property site into a world-class
shopping mall. This was cited as one of the largest-ever single
commercial real estate transactions in Russia when it was sold to
Morgan Stanley Real Estate Fund in 2012. Mr Feld has also
championed infrastructure, having co-founded Novaport in 2004 and
overseen, together with Meridian Capital's partner, its growth into
one of the largest regional airport operators in Russia. Novaport
has 16 airports, which serviced more than 21.6 million passengers
in 2018. The investment in Novaport has since been sold.
After founding MCL in 2002, Mr Alshinbayev and Mr Feld have
worked together to grow a global portfolio of investments in a wide
range of industry sectors and geographies, with a focus on real
estate, consumer goods, hospitality, airport infrastructure and
natural resources. On the AIM market, Meridian Capital is also
invested in PetroTal Corp, a company which is dual listed on the
TSX-V and AIM, with oil and gas assets in Peru.
YF Finance Limited
YF Finance is a 5.07 per cent. shareholder in the Company. YF
Finance and Askar Alshinbayev together are the Company's largest
shareholder and are currently interested in, in aggregate,
60,913,330 ordinary shares, representing approximately 23.48 per
cent. of the Company's existing issued share capital. YF Finance is
wholly owned by Mr Askar Alshinbayev and has investments in several
other international oil & gas companies. The Directors of YF
Finance are Theresa Felix and Audrey Sant-Jean.
YF Finance is not required to publish financial information and
there is no financial information relating to YF Finance that is
publicly available. There are no current ratings or outlooks
publicly accorded to YF Finance by ratings agencies.
Rule 9 Waiver
The Takeover Panel has agreed to waive the obligation of the
Concert Party to make a general offer that would otherwise arise as
a result of the conversion of the B Loan Notes into new Ordinary
Shares under the Loan Agreement, subject to the approval of the
Independent Shareholders (to be taken on a poll) at a general
meeting of the Company. Accordingly, the Whitewash Resolution is
being proposed at the General Meeting to approve the Rule 9 Waiver
in respect of the Concert Party for the issuing and future
conversion of the B Loan Notes into new Ordinary Shares. Members of
the Concert Party will not be entitled to vote on the Whitewash
Resolution.
The Concert Party's maximum interest in Ordinary Shares pursuant
to the B Loan Note conversion would occur in the situation where
the Company draws down the full principal amount under the B Loan
Note as soon as possible (i.e. immediately following the Whitewash
Resolution being approved) and MCL elects to convert all principal
and interest accrued thereon on the Latest Conversion Date, leading
to the maximum amount of interest being accrued.
However, given the Company's share price is denominated in
pounds sterling and the B Loan Notes are denominated in US dollars,
the number of Ordinary Shares ultimately issued to the Concert
Party on conversion of the B Loan Notes will vary in line with the
prevailing GBP:USD exchange rate, such that a weakening of the
pound will result in an increase in the number of new Ordinary
Shares issued to MCL on conversion. Accordingly, for illustrative
purposes, set out below is a reasonable worst case exchange rate
fluctuation where the Concert Party's maximum holding is calculated
on the basis that there is a an assumed 10 per cent. decrease in
the GBP:USD exchange rate at the Latest Conversion Date (such that
the exchange rate was 1.233).
Shareholders should note, however, that there are no limits in
the Loan Agreement to account for exchange rate variations.
Therefore, the Concert Party's shareholding could increase to a
higher level than the illustrative maximum set out below, should
the pound weaken against the dollar such that the GBP:USD exchange
rate reduces to less than 1.233. However, under most reasonable
scenarios, assuming full draw down and conversion of B Loan Notes
and that no other Ordinary Shares are issued, prior to conversion,
the Concert Party's maximum holding is likely to be between 30 per
cent. and 50 per cent. of the issued share capital in issue
following conversion of the B Loan Notes.
Potential Concert Party holding on conversion at the Latest
Conversion Date
In the event that the Company draws down the maximum amount of
the Facility under the B Loan Notes to MCL at the earliest expected
opportunity under the Loan Agreement (assumed to be 13 September
2021) and conversion occurs on the Latest Conversion Date for the
full principal amount and all accrued interest, assuming a GBP:USD
exchange rate of 1.37, the Concert Party would be issued with
46,815,248 new Ordinary Shares. Assuming that no other new Ordinary
Shares are issued by the Company in the interim, the conversion of
the B Loan Notes would lead to a maximum resultant holding for the
Concert Party of 107,728,578 Ordinary Shares, representing 35.18
per cent. of the Company's enlarged share capital. A table showing
the current and potential shareholding for each member of the
Concert Party on this basis, is set out below:
Concert Party Current Current Maximum Resultant % of enlarged
member shareholdings holding B Loan Note maximum share capital
as a % of conversion shareholding **
issued share shares issued*
capital
MCL - - 46,815,248 46,815,248 15.29%
Askar Alshinbayev 47,763,480 18.41% - 47,763,480 15.60%
Yevgeniy Feld - - - - 0.00%
FY Finance Limited 13,149,850 5.07% - 13,149,850 4.29%
TOTAL 60,913,330 23.48% 46,815,248 107,728,578 35.18%
* assuming a GBP:USD FX rate of 1.37 and that the full principal
amount is drawn down on 13 September 2021 and the full amount,
including interest accrued thereon, is converted into new Ordinary
Shares on the Latest Conversion Date.
** assuming no other new Ordinary Shares are issued or
repurchased by the Company in the period leading up to
conversion.
Potential Concert Party holding on conversion at the Earliest
Conversion Date
Should the conversion occur at the Earliest Conversion Date for
the full principal amount and all accrued interest, assuming a
GBP:USD exchange rate of 1.37 and that no other new Ordinary Shares
are issued by the Company in the interim, the conversion of the B
Loan Notes would lead to a maximum resultant holding for the
Concert Party of 103,291,075 Ordinary Shares, representing 34.23
per cent. of the then issued Ordinary Shares. A table showing the
current and potential shareholding for each member of the Concert
Party on this basis, is set out below:
Concert Party Current Current Maximum Resultant % of enlarged
member shareholdings holding B Loan Note maximum share capital
as a % of conversion shareholding **
issued share shares issued*
capital
MCL - - 42,377,745 42,377,745 14.04%
Askar Alshinbayev 47,763,480 18.41% - 47,763,480 15.83%
Yevgeniy Feld - - - - 0.00%
FY Finance Limited 13,149,850 5.07% - 13,149,850 4.36%
TOTAL 60,913,330 23.48% 42,377,745 103,291,075 34.23%
* assuming a GBP:USD FX rate of 1.37 and that the full principal
amount is drawn down on 13 September 2021 and the full amount,
including interest accrued thereon, is converted into new Ordinary
Shares on the Earliest Conversion Date.
** assuming no other new Ordinary Shares are issued or
repurchased by the Company in the period leading up to
conversion.
Potential Concert Party holding on conversion at the Latest
Conversion Date where the assumed GBP:USD exchange rate has
decreased by 10 per cent.
As noted above, the B Loan Notes are denominated in US dollars
and the Company's share price is denominated in pounds sterling.
Therefore, the precise number of new Ordinary Shares to be issued
to MCL will be dependent on the GBP:USD exchange rate at the time
of conversion. If the pound sterling falls against the dollar, the
number of Ordinary Shares to be issued to MCL will increase
accordingly.
For illustrative purposes, if there were to be a decrease of 10
per cent. in the assumed GBP:USD exchange rate from 1.37 to 1.233
then, in the event that the Company draws down the maximum amount
under the B Loan Notes at the earliest expected opportunity under
the Loan Agreement (assumed to be 13 September 2021) and conversion
occurs at the Latest Conversion Date under the Loan Agreement for
the full principal amount and all accrued interest, the Concert
Party would have a resultant holding of 112,930,273 Ordinary
Shares, representing 36.26 per cent. of the then issued Ordinary
Shares. A table showing the current and potential shareholding for
each member of the Concert Party on this basis, is set out
below:
Concert Party Current Current Maximum Resultant % of enlarged
member shareholdings holding B Loan Note maximum share capital
as a % of conversion shareholding **
issued share shares issued*
capital
MCL - - 52,016,943 52,016,943 16.70%
--------------- -------------- ---------------- -------------- ---------------
Askar Alshinbayev 47,763,480 18.41% - 47,763,480 15.34%
--------------- -------------- ---------------- -------------- ---------------
Yevgeniy Feld - - - - 0.00%
--------------- -------------- ---------------- -------------- ---------------
FY Finance Limited 13,149,850 5.07% - 13,149,850 4.22%
--------------- -------------- ---------------- -------------- ---------------
TOTAL 60,913,330 23.48% 52,016,943 112,930,273 36.26%
--------------- -------------- ---------------- -------------- ---------------
* assuming a GBP:USD FX rate of 1.233 and that the full
principal amount is drawn down on 13 September 2021 and the full
amount, including interest accrued thereon, is converted into new
Ordinary Shares at the latest date prior to maturation.
** assuming no other new Ordinary Shares are issued or
repurchased by the Company in the period leading up to
conversion.
If sterling was to fall by more than 10 per cent. against the
dollar on conversion, the number of new Ordinary Shares that would
be issued to MCL, and therefore the percentage of the Company's
enlarged share capital that the Concert Party will come to hold,
would increase accordingly.
Accordingly, Shareholders should be aware that, if the Whitewash
Resolution is passed, the Concert Party will, in aggregate, upon
conversion of the B Loan Notes in full, in all likelihood hold an
interest in Ordinary Shares carrying 30 per cent. or more of the
Company's voting rights but will not hold Ordinary Shares carrying
more than 50 per cent. of such voting rights and, as long as they
continue to be treated as acting in concert, any further increase
in the Concert Party's aggregate percentage interest in Ordinary
Shares following the conversion of the B Loan Notes will be subject
to Rule 9 of the Takeover Code.
In the event that the Whitewash Resolution is approved at the
General Meeting on a poll, the Concert Party, or individual members
thereof, will not be restricted from making an offer for the
Company under the Takeover Code.
Intentions of the Concert Party
The Concert Party has confirmed that, if the Whitewash
Resolution is passed by the Independent Shareholders on a poll,
there is no agreement, arrangement or understanding for the
transfer of their Ordinary Shares to any third party. The Concert
Party has confirmed that it has no current intention to change the
Company's plans with respect to: (i) the composition of the Board,
nor the Company's plans with respect to the continued employment of
employees and management of the Company and its subsidiaries
(including any material change in conditions of employment) or any
material change to the balance of skills and functions of the
employees and management; (ii) the Company's future business and
its strategic, research and development plans; (iii) the location
of the Company's headquarters or headquarter functions or the
location of the Company's place of business; (iv) employer
contributions into any of the Company's pension schemes, the
accrual of benefits for existing members, nor the admission of new
members; (v) redeployment of the Company's fixed assets; or (vi)
the continuation of the Ordinary Shares being admitted to trading
on AIM.
About Victoria Oil & Gas and Current Trading
Victoria Oil & Gas is a fully-integrated onshore gas
producer and distributor through its operations located in the port
city of Douala, Cameroon, and also has an asset in the FSU. The
Company is focused on providing a cleaner and more efficient energy
alternative to diesel and heavy fuel for the Douala region of
Cameroon through the safe and reliable supply of its natural gas.
Through the Company's wholly-owned subsidiary, Gaz du Cameroun S.A.
("GDC"), VOG has developed a cash generative business that delivers
fully integrated, indigenous gas to local industry and communities.
GDC has delivered gas to grid power, thermal and industrial power
customers using safe, consistent and scalable solutions since 2012
via its now 51km gas distribution pipeline network from the Logbaba
Project. Through the direct and indirect employment of people
within the region, investment in local communities and its
development of industry expertise and infrastructure, VOG is
committed to ensuring a long-term energy future for the Douala
region in Cameroon, where demand for power remains high. The
Company is quoted on AIM and falls under the jurisdiction of the
Takeover Panel as a UK public company.
Current Trading
The Company's most recent financial results for the year ended
31 December 2020 were announced on 13 July 2021 and the Company's
Annual Report and Financial Statements were posted to shareholders
on 16 July 2021 and a copy is available on the Company's website at
www.victoriaoilandgas.com/investor-relations/reports-presentations/
. The Company continues to trade in-line with the Board's
expectations.
Independent advice provided to the Board and Related Party
Transaction
The Takeover Code requires the Board to obtain competent
independent advice regarding the merits of the Rule 9 Waiver which
is the subject of the Whitewash Resolution, the increase of the
Concert Party's controlling position on conversion of the B Loan
Notes into new Ordinary Shares and the effect it will have on
Shareholders generally. Accordingly, Strand Hanson Limited, as the
Company's independent financial adviser, has provided formal advice
to the Board that it considers the terms of these proposals to be
fair and reasonable and in the best interests of Shareholders and
the Company as a whole. In providing this advice, Strand Hanson
Limited has taken into account the Directors' commercial
assessments. Strand Hanson Limited confirms that it is independent
of the Concert Party and has no commercial relationship with
them.
Given that Askar Alshinbayev's and YF Finance'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 Loan Agreement was deemed to be a related party
transaction for the purposes of Rule 13 of the AIM Rules. For the
purposes of the AIM Rules, the Directors, having consulted with the
Company's Nominated Adviser, Strand Hanson Limited, considered that
the terms of the Loan Agreement when entered into were fair and
reasonable so far as its Shareholders are concerned.
Notice and business of the General Meeting
The General Meeting will be held on 10 September 2021 at 200
Strand, London WC2R 1DJ at 11.00 a.m. Details of the Resolutions
which will be proposed at the General Meeting are set out
below:
Ordinary Resolutions
Resolution 1
Resolution 1 is the Whitewash Resolution, which is an ordinary
resolution and which will be called on a poll on which only
independent shareholders will be able to vote, to approve the Rule
9 Waiver.
Resolution 2
Conditional upon the passing of Resolutions 1 and 3, Resolution
2 will be proposed as an ordinary resolution to authorise the
Directors, pursuant to section 551 of the Act, generally and
unconditionally to allot new Ordinary Shares in the Company and
grant rights to subscribe for or convert any security into shares
in the Company up to a maximum aggregate nominal value necessary
for conversion of all of the B Loan Notes and accrued interest
thereon into Ordinary Shares, such amount not to exceed 60,000,000
Ordinary Shares, and in addition and supplemental to any existing
authority to allot shares or grant rights to subscribe for or
convert any security into shares in the Company. This represents
approximately 23.1 per cent. of the share capital of the Company in
issue at the date of this announcement.
Special Resolution
Resolution 3
Resolution 3 will be proposed as a special resolution,
conditional on the passing of Resolutions 1 and 2, and is to
empower the Directors pursuant to section 570 of the Act to
disapply the statutory pre-emption rights in relation to the
allotment of equity securities in connection with the grant of the
Ordinary Shares up to a maximum aggregate nominal value necessary
for conversion of all of the B Loan Notes and accrued interest
thereon into Ordinary Shares, such amount not to exceed 60,000,000
Ordinary Shares. This amount represents approximately 23.1 per
cent. of the Company's issued share capital as at the date of this
announcement (with the Company holding no shares in treasury as at
the date of this announcement).
This part of the authority will provide the Board with
flexibility to issue Ordinary Shares on a non pre-emptive basis as
may be required on the conversion of the convertible B Loan Notes
issued under the Loan Agreement.
Voting Arrangement - Action to be taken
Please submit your votes on the Resolutions by completing the
enclosed Form of Proxy and returning it to Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as
soon as possible. Alternatively, you can vote online at
www.investorcentre. co.uk/eproxy using the Control Number, your
unique PIN and Shareholder Reference Number ("SRN") printed on your
Form of Proxy. If you hold your shares through CREST, you can
submit your votes through the CREST electronic proxy appointment
service.
To be valid, the Form of Proxy or online voting instruction must
be received by Computershare no later than 11.00 a.m. on 8
September 2021. The Board encourages Shareholders to vote
electronically and to appoint the Chair of the meeting as their
proxy with their voting instructions.
The Resolutions to be considered at the General Meeting will be
voted on by way of a poll. This ensures that Shareholders who have
appointed proxies have their votes fully taken into account. The
results of the poll vote will be released to the market via a
Regulatory Information Service and published on the Company's
website after the conclusion of the General Meeting.
RECOMMATION
The Board, which has been so advised by Strand Hanson, believes
that the proposals set out in this announcement, including the
approval of the Rule 9 waiver, are fair and reasonable and are in
the best interests of the Company and Shareholders as a whole and
unanimously recommend that Shareholders vote in favour of the
Resolutions as the Directors will be doing in respect of their own
beneficial holdings being, in aggregate, 1,754 Ordinary Shares,
representing approximately 0.00068 per cent. of the Company's
issued share capital.
Yours faithfully,
Roger Kennedy
Non-Executive Chairman
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END
MSCPPUMWRUPGGQA
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August 26, 2021 02:00 ET (06:00 GMT)
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