TIDMSOLO
RNS Number : 6238J
Solo Oil Plc
29 June 2017
FOR IMMEDIATE RELEASE 29 June 2017
SOLO OIL PLC
("Solo" or the "Company")
Notice of Annual General Meeting (the "Notice")
Revised Investing Policy
Proposed Share Consolidation
The Board of Solo announces that the Notice of an Annual General
Meeting ("AGM") of the Company, to be held at the offices of
Buchanan Communications at 3(rd) Floor, 107 Cheapside, London, EC2V
6DN at 11 a.m. on 24 July 2017 has been posted to shareholders and
will be available from the Company's website: www.solooil.co.uk
Several resolutions will be put to shareholders including an
update to the investment policy of the Company, a share
consolidation and authorities to allot shares. The Board are keen
to ensure that the Company operates with the very best practice and
is therefore proposing that the shares in issue are reduced by a
factor of twenty to bring the Company in line with its peers on the
AIM. A high level of clarity over the investment policy is now best
practice and therefore a slight revision to the 2009 policy
statement is proposed. Finally, to ensure the Company remains in a
strong position to support the creation of value within its
existing portfolio, especially the Ruvuma Basin gas discovery in
Tanzania, the shareholders are asked to approve the further
allotments of shares for investment purposes.
The AGM will be held to consider, and if thought fit, pass the
following resolutions:
Resolutions at the Annual General Meeting
Resolution 1 - Receiving and Considering the Accounts
This is an ordinary resolution to receive and consider the
financial statements of the Company for the period ended 31
December 2016 together with the report of the Directors and the
report of the auditors thereon.
Resolution 2 - Reappointment of Director
The Board recommends the re-appointment of Fergus Jenkins, who
will retire by rotation in accordance with Article 126 of the
Articles of Association of the Company, as a Director of the
Company. Mr Jenkins, being eligible, offers himself for
re-appointment.
Resolution 3 - Reappointment of Director
The Board recommends the re-appointment of Daniel Maling, who
will retire in accordance with Article 133 of the Articles of
Association of the Company, as a Director of the Company. Mr
Maling, being eligible, offers himself for re-appointment.
Resolution 4 - Reappointment of Auditors
This Resolution seeks to authorise the re-appointment of Chapman
Davis LLP as auditors of the Company and to authorise the Directors
to determine their remuneration.
Resolution 5 - Investing Policy
The Company's current Investing Policy, adopted in July 2009, is
to acquire a diverse portfolio of direct and indirect interests in
exploration, development and production oil and gas assets which
are based in the Americas, Europe or Africa.
To more closely reflect current market opportunities and
portfolio interests the Board proposes an ordinary resolution to
include investments in oil or gas and any subsurface gases of
commercial significance within its investing policy and propose the
revised Investing Policy wording:
The Company's Investing Policy is to acquire a diverse portfolio
of direct and indirect interests in exploration, development and
production oil and gas assets, and any other subsurface gas assets
of potential commercial significance, located worldwide but
predominantly in the Americas, Europe or Africa.
Resolution 6 - Share Consolidation
The Board proposes an ordinary resolution to consolidate every
20 existing ordinary shares into one new ordinary share. The Board
considers that it is in the best interests of the Company's long
term development as a public quoted company to have a more
manageable number of issued ordinary shares and to a level which is
more in line with other comparable AIM-traded companies.
The consolidation has been structured in such a way so that each
of the new ordinary shares created shall have a nominal value of
0.20p each. This is achieved by a consolidation of every 20
existing ordinary shares into 1 new ordinary share. Such new
ordinary shares will have the same rights and be subject to the
same restrictions (save as to par value) as the existing ordinary
shares.
In the event that the number of existing ordinary shares
attributed to a Shareholder is not exactly divisible by 20, the
consolidation will generate an entitlement to a fraction of a new
ordinary share. Such fractional entitlements will be sold on open
market in accordance with the Articles of Association of the
Company. Accordingly, following the consolidation, any Shareholder
who as a result of the consolidation has a fractional entitlement
to any new ordinary shares will not have a proportionate
shareholding of new ordinary shares exactly equal to their
proportionate holding of existing ordinary shares.
Furthermore, any Shareholder holding fewer than 20 existing
ordinary shares as at 24 July 2017 will cease to be a Shareholder
of the Company. The minimum threshold to receive new ordinary
shares will be 20 existing ordinary shares.
CREST accounts will automatically be updated for the
consolidation but existing share certificates will cease to be
valid and new certificates will be issued as soon as
practicable.
If the Resolution is passed, the Share Consolidation will become
effective immediately following close of business on 24 July 2017
(being the date of the AGM).
Resolution 7 - Directors' Authority to Allot Shares
This is an ordinary resolution to grant the Directors the
authority to allot and issue shares and grant rights to subscribe
for shares in the Company for the purposes of Section 551 of the
Companies Act 2006 (the Act) up to the maximum aggregate nominal
amount of GBP235,000 (before proposed 20:1 share consolidation).
This Resolution replaces any existing authorities to issue shares
in the Company and the authority under this Resolution will expire
at the conclusion of the next annual general meeting of the
Company. If such authority were to be granted, the shares would
represent 29.9% per cent of the existing issued share capital.
This Resolution will give the Board the flexibility to raise
additional funds to protect or enhance the value of our existing
key investments over the coming year. The amount and timing of any
fundraising activities will generally be dependent on agreeing
forward work programmes and budgets with our respective Joint
Venture and Investee company partners. Until such time as the
Ruvuma asset in Tanzania can be monetised it is not the current
intention of the Board to make any material new investment beyond
the existing portfolio. Should a compelling new investment outside
the existing portfolio present itself in the next six months the
Board will, where practical, seek shareholder approval for any such
investment before proceeding.
Resolution 8 - Authorised Share Capital
The Board proposes to amend its Articles of Association by way
of special resolution to remove reference to authorised share
capital which effectively set a maximum amount of Ordinary Shares
that the Company may allot. This is regarded as a legacy
restriction on a Company's share capital deriving from the
Companies Act 1985 and it is now proposed that the Company
modernise its Articles of Association by deleting those references.
The amendments to the Articles of Association will have no
practical effect on the Company's ability to issue shares which at
all times remains subject to the passing of a shareholder
resolution.
Resolution 9 - Disapplication of Pre-emption Rights
Resolution 7 proposes to dis-apply the statutory rights of
pre-emption in respect of the allotment of equity securities for
cash under Section 561(1) of the Act. This is a special resolution
authorising the Directors to issue equity securities as continuing
authority up to an aggregate nominal amount of GBP235,000 (before
proposed 20:1 share consolidation) for cash on a non pre-emptive
basis pursuant to the authority conferred by Resolution 7
above.
The authority granted by this Resolution will expire at the
conclusion of next annual general meeting of the Company.
Background
Solo is an investment company that seeks to obtain material,
non-operated equity positions in resources assets, and then
leverage our industry expertise and technical knowledge to progress
those assets over time to a point where we can realise value. The
traditional investment criteria focused on conventional oil and gas
assets, however we recently broadened the criteria to include other
sectors within the wider resources industry, thereby enabling the
Company to assess and invest in more diverse and compelling
investment opportunities. Whilst the investment strategy has
recently updated, our overall strategy remains consistent in terms
of only executing investments where we believe we can add material
value to the technical aspects of each asset and generate a
competitive rate of return over the life of the investment.
As an investment company, Solo's primary objective is to
maximise the returns on our investments and in doing so, maximise
value on behalf of our shareholders over time. We seek early stage
entry points in order to obtain a meaningful equity position at an
attractive entry valuation. Solo seeks to add value to the assets
as they progress through exploration, appraisal and development. As
a result of the early stage entry, Solo is required to fund its
proportionate share of costs or farm down its equity in an asset in
return for cash or carried operations. Furthermore, as we enter
assets at an early stage, the Board is required to adopt a
long-term view on the investment horizon from original investment
to the point of monetisation. It is the responsibility of the
Board, to assess the optimum point and method of monetisation,
whether that be early in order to realise value and enable the
gains to be reinvested into new opportunities, or to follow our
money with further proportionate investment in an asset with the
belief that greater returns can be generated at a later point in
time. Whilst the latter approach may result in some near-term
dilution of shareholders as we raise the necessary funds through
the issue of equity, it is ultimately likely to deliver greater
returns on investment over the medium to long term by increasing
the core value of the asset
Throughout 2016, and the first few months of 2017, Solo oversaw
a significant maturing of the Company's portfolio with first gas
and revenues from Kiliwani North, the successful testing of the
Horse Hill oil discovery in the UK and the successful appraisal of
the Tanzanian Ntorya gas-condensate discovery in early 2017. As the
core assets within the portfolio mature, we have begun to consider
the next cycle of the investment strategy. Bearing in mind our
investment ethos of first mover advantage and the application of
extensive technical expertise we announced the addition of the
Helium One investment in early 2017, something we truly believe
holds significant future value.
In the immediate future the Board consider it prudent to ensure
it has the capability to further invest in the Ruvuma, Horse Hill
and Kiliwani North assets to protect value and maximise the overall
return on our investment to date. Whilst a farm-out or sale of the
Ntorya gas-condensate field is planned it may be necessary to
defend the asset value through further investment in studies,
seismic and drilling should the Tanzanian authorities or the
operator require further work to be conducted in the near term.
The joint operations at the Horse Hill discovery, where
long-term testing is planned during the second half of 2017, and
initial work in the Isle of Wight may require further cash calls
this year. It is currently not envisaged that additional investment
will be required in 2017 for other existing options in the
portfolio, nevertheless, the Board feel that adequate working
capital should be available to preserve or enhance these options
where relevant. Whilst no new investments are currently planned,
new opportunities that support the Company's investment strategy
and where an early entry can be obtained at a compelling valuation
will continue to be considered.
To assist in funding the Company's upcoming investment activity
the Board intends to provide an opportunity to existing
shareholders to subscribe for shares in the Company through an open
offer at an appropriate time in the future.
Event Expected time / date
Publication of the Notice 29 June 2017
Record Date 6.00 p.m. on 21 July 2017
Latest time and date for 11 a.m. on 22 July 2017
receipt of Forms of Proxy
Date and time of Annual 11 a.m. on 24 July 2017
General Meeting
Record Date for Share close of business 24 July
Consolidation 2017
Existing Ordinary Shares close of business 24 July
disabled in CREST and 2017
share register closed
Admission effective and 8.00 a.m. on 25 July 2017
dealings commence on AIM
in New Ordinary Shares
CREST accounts credited on 25 July 2017
with New Ordinary Shares
Dispatch of the new Ordinary on 8 August 2017
Share certificates
ISIN of Existing Ordinary GB00B1TYBN97
Shares
ISIN of New Ordinary Shares To be advised
Notes:
1 All times shown in this document are London times unless
otherwise stated. The dates and times given are indicative only and
are based on the Company's current expectations and may be subject
to change. If any of the times and/or date above changes. The
revised times and/or dates will be notified to Shareholders by
announcement through the Regulatory News Service of the London
Stock Exchange plc.
2 If the Annual General Meeting is adjourned, the latest time
and date for receipt of forms of proxy for the adjourned meeting
will be notified to Shareholders by announcement through the
regulatory news service of the London Stock Exchange.
For further information:
Solo Oil plc
Neil Ritson / Dan Maling +44 (0) 20 3794 9230
Beaumont Cornish Limited
Nominated Adviser and
Joint Broker
Roland Cornish +44 (0) 20 7628 3396
Shore Capital
Joint Broker
Jerry Keen +44 (0) 20 7408 4090
Beaufort Securities
Joint Broker
Jon Belliss +44 (0) 20 7382 8300
Buchanan (PR)
Ben Romney / Chris
Judd / Henry Wilson +44 (0) 20 7466 5000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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