TIDMKEA
RNS Number : 2108W
Kea Petroleum PLC
05 November 2014
For Immediate Release 5 November 2014
Kea Petroleum plc
("Kea" or "the Company")
Posting of Annual Report and Notice of AGM
And Proposed Reorganisation of Share Capital
Kea Petroleum plc (AIM: KEA), the oil and gas exploration
company focused on New Zealand, announces that its Annual Report
and Accounts for the year ended 31 May 2014 and Notice of Annual
General Meeting ("AGM") have been posted to shareholders and will
be made available at the Company's website:
www.keapetroleum.com.
AGM
The Company's AGM will be held on 28 November 2014 at 11:30am at
5-8 The Sanctuary, London, SW1P 3JS.
In addition to the routine business, the Company will be asking
shareholders to approve some items of special business including
the proposed reorganisation of the Company's share capital
("Proposed Reorganisation").
Proposed Reorganisation
The Ordinary Shares have in recent months frequently been
trading on AIM at a price below their nominal value of 1p per
share. The issue of new shares by a UK company at a price below
their nominal value is prohibited by UK company law and accordingly
the ability of the Company to raise funds by way of the issue of
further equity has been inhibited.
Accordingly the Directors are seeking Shareholders' authority to
implement the Proposed Reorganisation to create a differential
between the nominal value of the Ordinary Shares and their market
price to facilitate future share issues.
In addition the share price levels at which the Ordinary Shares
have recently traded means that small absolute movements in the
share price represent large percentage movements, resulting in
share price volatility. In addition, the Directors believe that the
bid offer spread at these price levels can be disproportionate, to
the detriment of Shareholders. Accordingly the Proposed
Reorganisation will also have the effect of a consolidation of the
Ordinary Shares on a one for ten basis.
To give effect to the Proposed Reorganisation the current
articles of association (the "Articles") of the Company will need
to be amended to make changes to allow the creation of the deferred
shares of 9 pence each ("the Deferred Shares"). These amendments
will also require Shareholders' approval at the AGM.
Details of the Proposed Reorganisation and the proposed
amendments to the Articles are set out below.
Share Capital Reorganisation
As at 31 October 2014, being the latest practicable date prior
to the publication of this document, the total issued share capital
of the Company was GBP9,398,695.67 divided into 939,869,567
Existing Ordinary Shares. To facilitate the Proposed Reorganisation
sufficient further Existing Ordinary Shares will be issued
immediately prior to the Record Date to ensure the total number of
Existing Ordinary Shares in issue at that time is divisible by ten
(the "Rounding Shares").
It is proposed that the following steps shall be taken in
relation to the Company's share capital to effect the Proposed
Reorganisation:
1. the Existing Ordinary Shares of 1 penny will be consolidated
on the basis of one Interim Ordinary Share of 10 pence each for
every 10 Existing Ordinary Shares; and
2. immediately following such consolidation each Interim
Ordinary Share will be subdivided and converted into one New
Ordinary Share of 1 penny and one Deferred Share of 9 pence
each.
Ordinary Shares
As a consequence of, and immediately following, the Proposed
Reorganisation becoming effective each Shareholder's holding of New
Ordinary Shares will (ignoring fractional entitlements) be one
tenth of the number of Existing Ordinary Shares held by them on the
Record Date. However each Shareholder's proportionate interest in
the Company's issued ordinary share capital will, and thus the
aggregate value of their holding should, remain unchanged as a
result of the Proposed Reorganisation.
The New Ordinary Shares will continue to carry the same rights
as attached to the Existing Ordinary Shares.
The last day of trading on AIM in the Existing Ordinary Shares
is expected to be 28 November 2014.
If approved, following the Proposed Reorganisation becoming
effective, and assuming no shares other than the Rounding Shares
are issued between 31 October 2014 (being the latest practicable
date prior to the printing of this document) and the date the
Proposed Reorganisation becomes effective (expected to be 8.30 am 1
December 2014), the Company's issued ordinary share capital will
comprise 93,986,957 New Ordinary Shares.
If the Proposed Reorganisation is approved, the New Ordinary
Shares will be admitted to trading on AIM with ISIN
GB00BRTL3035.
New share certificates representing New Ordinary Shares will be
sent to Shareholders who hold shares in certificated form no later
than 12 December 2014. On receipt of the new share certificates all
ordinary share certificates previously issued can be destroyed. If
you do not receive a new share certificate and you believe you are
entitled to one please contact the Company's registrars, Capita
Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent,
BR3 4TU. Shareholders who hold their entitlement to Existing
Ordinary Shares in uncertificated form through CREST are expected
to have their CREST accounts adjusted to reflect their entitlement
to New Ordinary Shares on 1 December 2014.
Fractional Entitlements
Where a Shareholder's holding of Existing Ordinary Shares either
comprises less than 10 Existing Ordinary Shares or is not a
multiple of 10 such fractional entitlements that would otherwise
arise, the Shareholder's holding will be consolidated into Interim
Ordinary Shares and the New Ordinary Shares arising from the sub
division of such Interim Ordinary Shares will be sold for the
benefit of the Company. The Deferred Shares arising from such
conversion will be transferred to the Company for token value and
cancelled.
Deferred Shares
The Deferred Shares created will be effectively valueless as
they will not carry any rights to vote or dividend rights. In
addition, holders of Deferred Shares will only be entitled to a
payment on a return of capital or on a winding up of the Company
after each of the holders of Ordinary Shares have received a
payment of GBP10,000,000 on each such share. The Deferred Shares
will not be listed or traded on AIM and will not be transferable
without the prior written consent of the Board. No share
certificates will be issued in respect of the Deferred Shares, nor
will CREST accounts of shareholders be credited in respect of any
entitlement to Deferred Shares.
Changes to the Articles of Association
In connection with the Proposed Reorganisation the Company also
proposes to amend its Articles to include the rights and
restrictions attaching to the Deferred Shares, as set out
above.
For further information please contact:
Kea Petroleum plc Tel: +44 (0)20 7340 9970
David Lees, Executive Director
WH Ireland Limited (Nomad) Tel: +44 (0)20 7220 1666
James Joyce
James Bavister
Buchanan Tel: +44 (0)20 7466 5000
Mark Court
Sophie Cowles
Notes to Editors:
Kea Petroleum is an AIM listed oil and gas exploration company
with interests in three petroleum exploration permits in the
Taranaki Basin of New Zealand. Kea listed on the London AIM market
in February 2010.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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