Victoria Oil & Gas PLC Result of General Meeting (4578L)
10 Settembre 2021 - 04:22PM
UK Regulatory
TIDMVOG
RNS Number : 4578L
Victoria Oil & Gas PLC
10 September 2021
10 September 2021
Victoria Oil & Gas Plc
("VOG" or "the Company")
Result of General Meeting
The General Meeting of the Company was held at 200 Strand,
London WC2R 1DJ on 10 September 2021 at 11:00 a.m.
All 3 resolutions put to the members were passed on a poll.
Accordingly, resolutions 1 and 2 were passed as ordinary
resolutions and resolution 3 was passed as a special
resolution.
The results of the polls are set out below:
Resolution For (see note Against Votes withheld
1) (see note (see note
1) 3)
Votes % Votes %
----------- ----- -------- ----
Waiver of
mandatory
offer provisions
set out in
Rule 9 of
the Takeover
Code (see
1 note 4) 6,770,636 96.5 246,136 3.5 37,336
------------------ ----------- ----- -------- ---- ---------------
Authority
to allot new
shares and
grant rights
to subscribe
for or convert
any security
2 into shares 23,927,410 98.7 323,356 1.3 37,192
------------------ ----------- ----- -------- ---- ---------------
Authority
to disapply
pre-emption
3 rights 23,923,178 98.7 323,625 1.3 41,155
------------------ ----------- ----- -------- ---- ---------------
Notes:
1 Votes "For" and "Against" are expressed as a percentage of votes received.
3 A "Vote Withheld" is not a vote in law and is not counted in
the calculation of the proportion of votes "For" or "Against" a
resolution.
4 Resolution 1 was put to the General Meeting as a resolution of
the shareholders of the Company other than any concert party of
Meridian Capital (HK) Limited, Askar Alshinbayev, Yevgeniy Feld and
YF Finance Limited ("Concert Party").
In particular, in accordance with Section 6(a) of Appendix 1 to
the Takeover Code, the Company announces that shareholders approved
resolution 1, which set out the terms of the waiver of mandatory
offer provisions in Rule 9 of the Takeover Code.
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 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) 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 r ate of 1.37 and that no other new
Ordinary Shares are issued by the Company in the interim).
Unless otherwise stated defined terms are as set out in the
circular to shareholders dated 25 August 2021.
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)
Mark Percy / Toby Gibbs (corporate advisory) Tel: +44 (0) 207 408 4090
Jerry Keen (corporate broking)
Camarco (Financial PR)
Billy Clegg Tel: +44 (0) 203 757 4983
Nick Hennis Tel: +44 (0) 203 781 8330
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
ROMFLFFSAIIILIL
(END) Dow Jones Newswires
September 10, 2021 10:22 ET (14:22 GMT)
Grafico Azioni Victoria Oil & Gas (LSE:VOG)
Storico
Da Feb 2024 a Mar 2024
Grafico Azioni Victoria Oil & Gas (LSE:VOG)
Storico
Da Mar 2023 a Mar 2024