TIDMVOG
RNS Number : 6475U
Victoria Oil & Gas PLC
26 October 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE APPIX DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF VICTORIA OIL AND GAS PLC IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
26 October 2017
Victoria Oil & Gas Plc
("VOG" or "the Company")
Posting of Circular, Notice of General Meeting
and
Details of Open Offer
Victoria Oil & Gas Plc (AIM: VOG), the integrated natural
gas producing utility in Cameroon, is pleased to announce that,
further to the Company's announcement yesterday, a circular
containing details of the Placing, Subscription and Open Offer,
together with the notice of General Meeting (the "Circular"), is
today being posted to Shareholders.
A copy of this Circular will be available on the Company's
website (www.victoriaoilandgas.com) shortly.
The Company announced yesterday that it has conditionally raised
US$23.5 million, by way of the Placing and Subscription, through
the issue of 31,187,756 New Ordinary Shares at a price of 57
pence.
The Company also announced that it was also proposing to raise
up to US$3.0 million by way of the Open Offer which will be
available to all Qualifying Shareholders on the Record Date. The
Fundraising comprises the Placing and Subscription and the Open
Offer.
The purpose of the Fundraising is to enable the Company to
accelerate the development of its integrated gas supply operations
in the Republic of Cameroon. Operating through its wholly-owned
subsidiary Gaz du Cameroun S.A. ("GDC") the Company has a 57%
participating interest in the Logbaba Block (the "Logbaba
Project"). The Logbaba Project currently produces and supplies gas
to private industrial and power generation customers. The Company
supplies its customers with gas through a proprietary 50km
sub-surface pipeline network, and sells by-product condensate to
the local refinery via road tanker. Over US$240 million has been
invested in the Logbaba Project and pipeline network to date. The
net proceeds of the Fundraising are to be deployed alongside
operating cashflow and measured levels of debt, significantly to
increase gas production capability to meet the demands of the
growing Douala energy market.
Although the Company has certain on-going Shareholder
authorities taken at the annual general meeting of the Company held
on 28 June 2017, these are not sufficient to implement the
Fundraising through the issue of the New Ordinary Shares.
Accordingly, the Company is seeking Shareholder approval to
grant the Directors authority to allot equity securities and to
dis-apply statutory pre-emption rights in respect of an allotment
of equity securities for cash in connection with the
Fundraising.
Notice of General Meeting
The Placing, the Subscription and the Open Offer are each
conditional upon, inter alia, upon the passing of the Resolutions
by Shareholders at the General Meeting to be held at Coin Street
Neighbourhood Centre, South Bank Room 1, 108 Stamford Street, South
Bank, London SE1 9NH at 11.00 a.m. on 13 November 2017 for the
purposes of authorising the Directors to allot the Placing Shares,
the Subscription Shares and/or the Open Offer Shares (as the case
may be) and to dis-apply statutory pre-emption rights in relation
thereto. The Open Offer is conditional upon the Placing and
Subscription.
Save as otherwise defined, capitalised items used in this
announcement have the meanings given to them in the announcement on
the Fundraising released by the Company on 25 October at 7.00
a.m.
For further information, please visit www.victoriaoilandgas.com
or contact:
Victoria Oil & Gas Plc
Kevin Foo / Laurence Read Tel: +44 (0) 20 7921 8820
Strand Hanson Limited (Nominated Advisor)
Rory Murphy / Angela Hallett / Stuart Faulkner Tel: +44 (0) 20
7409 3494
Shore Capital Stockbrokers Limited (Joint Bookrunner)
Mark Percy / Toby Gibbs (corporate finance) Tel: +44 (0) 207 408
4090
Jerry Keen (corporate broking)
FirstEnergy Capital LLP (Joint Bookrunner)
Jonathan Wright / David van Erp Tel: +44 (0) 207 448 0200
Camarco (Financial PR)
Billy Clegg Tel: +44 (0) 203 757 4983
Nick Hennis Tel: +44 (0) 203 781 8330
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Details of the Open Offer
The Board recognises and is grateful for the continued support
received from its Shareholders and has therefore decided to provide
an opportunity for all existing Qualifying Shareholders to
participate in a further issue of new Ordinary Shares, to raise up
to US$3.0 million at the Issue Price by way of the Open Offer.
Details of the Open Offer, its terms and conditions and the
timetable will be set out in the Circular.
The Open Offer will be made to Qualifying Shareholders only. It
will enable all Qualifying Shareholders to subscribe for Open Offer
Shares at the Issue Price on a pro rata basis to their current
holdings and with the option for increasing their allocation
pursuant to an Excess Application Facility.
The Open Offer has been structured so that it will not be
available to Non-Qualifying Shareholders, being Shareholders
resident or located in any Restricted Jurisdiction. The Open Offer
is conditional on the Placing and Subscription being approved.
Structure
The Directors have considered the best way to structure the Open
Offer, having regard to, inter alia, the importance of pre-emption
rights to all Shareholders, the extent to which there are Overseas
Shareholders, the regulatory requirements applicable to companies
listed on AIM, cost implications and market risks.
After considering these factors, the Directors have concluded
that the most suitable structure for the Open Offer, for both the
Company and its Shareholders as a whole, is that the Open Offer be
made only to Qualifying Shareholders who are not resident or
located in any Restricted Jurisdiction.
The Open Offer will provide an opportunity for all Qualifying
Shareholders to acquire Open Offer Shares pro rata to their current
holdings of Existing Ordinary Shares as at the Record Date with the
option for subscribing for more shares pursuant to the Excess
Application Facility. The Issue Price for the Open Offer is the
same as the Issue Price for the Placing and Subscription. Once
subscriptions by Qualifying Shareholders under their respective
Open Offer Entitlements have been satisfied, the Company shall, in
its absolute discretion, determine whether to meet any excess
applications in full or in part and no assurance can be given that
applications by Qualifying Shareholders under the Excess
Application Facility will be met in full, in part or at all.
Principal terms of the Open Offer
The Open Offer will be conditional on:
-- the passing of the Resolutions 1 and 2 to be proposed at the General Meeting; and
-- Admission of the New Ordinary Shares.
Accordingly, if any of such conditions are not satisfied, the
Open Offer will not proceed. It is a condition of the Open Offer
that the Placing and Subscription also proceed.
The detailed terms and conditions of the Open Offer will be set
out in the Circular and in the Application Form.
Subject to the fulfilment of the conditions referred to above
and set out below and also set out in the Circular, Qualifying
Shareholders are being given the opportunity to subscribe for the
Open Offer Shares at the Issue Price per Open Offer Share, pro rata
to their holdings of Existing Ordinary Shares on the Record Date on
the basis of:
1 Open Offer Share for every 28 Existing Ordinary Shares
held
Qualifying Shareholders are also being given the opportunity,
provided that they take up their Open Offer Entitlement in full, to
apply for Excess Open Offer Entitlement through the Excess
Application Facility. Assuming full take-up under the Open Offer,
the issue of the Open Offer Shares will raise gross proceeds of
approximately GBP2.25 million for the Company. The Open Offer is
not being underwritten. The Open Offer Shares will, upon issue,
rank pari passu with the Existing Ordinary Shares.
Fractions of Open Offer Shares will not be allotted. The terms
of the Open Offer provide that each Qualifying Shareholder's
entitlement under the Open Offer will be rounded down to the
nearest whole number. Qualifying Shareholders with holdings of
Existing Ordinary Shares in both certificated and uncertificated
form will be treated as having separate holdings for the purpose of
calculating the Open Offer Entitlements.
It should be noted that the Open Offer is not a rights issue.
Accordingly, the Application Form is not a document of title and
cannot be traded.
Excess Application Facility
The Excess Application Facility will enable Qualifying
Shareholders, provided that they take up their Open Offer
Entitlement in full, to apply for an Excess Open Offer Entitlement.
Qualifying Non-CREST Shareholders who wish to apply to acquire more
than their Open Offer Entitlement should complete the relevant
sections on the Application Form. Qualifying CREST Shareholders
will have Excess Open Offer Entitlements credited to their stock
account in CREST and should refer to the Circular for information
on how to apply for Excess Open Offer Entitlement pursuant to the
Excess Application Facility.
Applications for Excess Open Offer Entitlements will be
satisfied only and to the extent that corresponding applications by
other Qualifying Shareholders are not made or are made for less
than their Open Offer Entitlements. Once subscriptions by
Qualifying Shareholders under their respective Open Offer
Entitlements have been satisfied, the Company shall, in its
absolute discretion, determine whether to meet any excess
applications in full or in part and no assurance can be given that
applications by Qualifying Shareholders under the Excess
Application Facility will be met in full, in part or at all.
Application will be made for the Open Offer Entitlements and Excess
Open Offer Entitlements in respect of Qualifying CREST Shareholders
to be admitted to CREST. Applications through the means of the
CREST system may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a bona
fide market claim.
Qualifying Non-CREST Shareholders will receive an Application
Form with the Circular which sets out their entitlement to Open
Offer Shares as shown by the number of Open Offer Entitlements
allocated to them.
Qualifying CREST Shareholders will receive a credit to their
appropriate stock accounts in CREST in respect of their Open Offer
Entitlements. Qualifying CREST Shareholders should note that
although the Open Offer Entitlements and Excess Open Offer
Entitlements will be admitted to CREST and be enabled for
settlement, applications in respect of entitlements under the Open
Offer may only be made by the Qualifying Shareholder originally
entitled or by a person entitled by virtue of a bona fide market
claim. If applications are made for less than all of the Open Offer
Shares available, then the lower number of Open Offer Shares will
be issued and any outstanding Open Offer Entitlements will
immediately lapse.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, will be set out in the Circular and on the
Application Form.
Other information relating to the Open Offer
The Open Offer will result in the issue of in aggregate
3,948,991 Open Offer Shares, assuming full take up under the Open
Offer. The Open Offer Shares, when issued and fully paid, will rank
pari passu in all respects with the Existing Ordinary Shares and
therefore rank equally for all dividends or other distributions
declared, made or paid after the date of issue of the Open Offer
Shares. No temporary documents of title will be issued.
General Meeting
The Directors require the authority of Shareholders in order to
allot the New Ordinary Shares for cash, free of statutory
pre-emption rights.
Although the Company has Shareholder authorities approved at the
annual general meeting of the Company held on 28 June 2017, these
are not sufficient to implement the Fundraising and issue the New
Ordinary Shares. Accordingly, the Company is seeking Shareholder
approval to grant the Directors authority to allot equity
securities and to dis-apply statutory pre-emption rights in respect
of an allotment of equity securities for cash in connection with
the Fundraising. The Shareholder authorities granted at the annual
general meeting will remain unchanged.
A General Meeting of the Company, notice of which will be set
out at the end of the Circular is to be held at Coin Street
Neighbourhood Centre, South Bank Room 1, 108 Stamford Street, South
Bank, London SE1 9NH on 13 November 2017 at 11.00 a.m. to consider
and, if thought appropriate, pass the following resolutions:
Resolution 1 - Authority to allot the Placing Shares and
Subscription Shares free of pre-emption rights
Resolution 1 as set out in the Notice of General Meeting
authorises the Directors for the purposes of section 551 of the CA
2006 to allot the Placing Shares and Subscription Shares.
In addition, section 561 of the CA 2006 requires that, on an
allotment of "equity securities" for cash, such equity securities
must first be offered to existing Shareholders in proportion to the
number of Ordinary Shares they each hold at that time. The Placing
Shares and Subscription Shares are "equity securities" allotted for
cash and, accordingly, cannot be offered on a non-pre-emptive basis
unless Shareholders have first waived their pre-emption rights.
Resolution 1, if passed, also provides such a waiver.
Accordingly, Resolution 1 as set out in the Notice of General
Meeting authorises the Directors to allot equity securities or
grant rights to subscribe for or convert any securities into equity
securities for cash free of the statutory pre-emption rights,
limited to an aggregate nominal amount of GBP155,938.78 in
connection with the Placing of the Placing Shares and the
Subscription for the Subscription Shares.
Resolution 1 will be proposed as a special resolution and will
therefore require not less than 75 per cent. of the votes cast,
whether in person or by proxy, to be in favour. This authority, if
granted, will be in addition to any existing authorities to allot
new Ordinary Shares free of pre-emption rights granted to the
Directors prior to the date of the Circular. This authority will
expire on the date falling six months from the passing of the
Resolution.
Resolution 2 - Authority to allot the Open Offer Shares
Conditional upon the passing of Resolution 1, Resolution 2 as
set out in the Notice of General Meeting authorises the Directors
for the purposes of section 551 of the CA 2006 to allot the Open
Offer Shares.
As described above, section 561 of the CA 2006 requires that, on
an allotment of "equity securities" for cash, such equity
securities must first be offered to existing Shareholders in
proportion to the number of Ordinary Shares they each hold at that
time. The Open Offer Shares are "equity securities" allotted for
cash and, accordingly, cannot be offered on a non-pre-emptive basis
unless Shareholders have first waived their pre-emption rights.
Resolution 2, if passed, also provides such a waiver. Accordingly,
subject also to the passing of Resolution 1, Resolution 2 as set
out in the Notice of General Meeting authorises the Directors to
allot equity securities or grant rights to subscribe for or convert
any securities into equity securities for cash free of the
statutory pre-emption rights, limited to an aggregate nominal
amount of GBP19,744.96 in connection with the issue of the Open
Offer Shares. Resolution 2 also permits the Directors to deal with
fractional entitlements to Ordinary Shares as described in the
Circular.
Resolution 2 will be proposed as a special resolution and will
therefore require not less than 75 per cent. of the votes cast,
whether in person or by proxy, to be in favour. This authority, if
granted, will be in addition to any existing authorities to allot
new Ordinary Shares free of pre-emption rights granted to the
Directors prior to the date of the Circular.
Recommendation
The Directors believe that the Fundraising will promote the
success of the Company for the benefit of Shareholders as a whole.
Accordingly, the Board unanimously recommends that you vote in
favour of the Resolutions to be proposed at the General Meeting, as
each Director (being a Shareholder) intends to do in respect of
their own beneficial holdings, amounting to (in aggregate)
3,239,967 Ordinary Shares and thereby representing 2.93 per cent.
of the share capital of the Company at the date of this
Announcement.
Shareholders are reminded that the Fundraising is conditional,
amongst other things, on the passing of the relevant Resolutions to
be proposed at the General Meeting. Accordingly, the Open Offer is
conditional upon the Placing and Subscription, which means that
should the Placing and Subscription not proceed, neither shall the
Open Offer. Shareholders should be aware that should the relevant
Resolutions not be passed and the proceeds of the Fundraising not
be received by the Company and should it be unable to raise
additional capital, including, but not limited to, debt financing,
in sufficient amounts and on terms acceptable to the Company, the
Company would need to pursue additional or alternative funding
sources which, if they are available at all, may be expensive
and/or onerous for the Company and could risk leading to
substantial dilution for Shareholders, and which may require the
Company to significantly delay, scale back or discontinue certain
exploration and production initiatives.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2017
------------------------------------------- ---------------
Record Date and time for entitlements 6:00 p.m. on
under the Open Offer 24 October
------------------------------------------- ---------------
Announcement of the Fundraising 7.00 a.m. on
25 October
------------------------------------------- ---------------
Announcement of the details of 7.00 a.m. on
the Open Offer 26 October
------------------------------------------- ---------------
Ex-entitlement date of the Open 8:00 a.m. on
Offer 26 October
------------------------------------------- ---------------
Posting of the Circular, Form 26 October
of Proxy and Application Form
(where applicable)
------------------------------------------- ---------------
Open Offer Entitlements and Excess 8:00 a.m. on
CREST Open Offer Entitlements 27 October
credited to stock accounts in
CREST of Qualifying CREST Shareholders
------------------------------------------- ---------------
Latest recommended time and date 4:30 p.m. on
for requesting withdrawal of Open 6 November
Offer Entitlements and Excess
CREST Open Offer Entitlements
from CREST
------------------------------------------- ---------------
Latest time for depositing Open 3:00 p.m. on
Offer Entitlements and Excess 7 November
CREST Open Offer Entitlements
into CREST
------------------------------------------- ---------------
Latest time and date for splitting 3:00 p.m. on
Application Forms (to satisfy 8 November
bona fide market claims)
------------------------------------------- ---------------
Latest time and date for receipt 11.00 a.m. on
of Forms of Proxy 9 November
------------------------------------------- ---------------
Latest time and date for receipt 11.00 a.m. on
of completed Application Forms 10 November
and payment in full under the
Open Offer or settlement of relevant
CREST instruction (as appropriate)
------------------------------------------- ---------------
General Meeting 11.00 a.m. on
13 November
------------------------------------------- ---------------
Announcement of results of the 13 November
General Meeting and the Fundraising
------------------------------------------- ---------------
Admission of the New Ordinary 8:00 a.m. on
Shares to trading on AIM and commencement 14 November
of dealings
------------------------------------------- ---------------
CREST accounts to be credited 14 November
for the New Ordinary Shares to
be held in uncertificated form
------------------------------------------- ---------------
Despatch of definitive share certificates by 24 November
for the New Ordinary Shares to
be held in certificated form
------------------------------------------- ---------------
Notes:
(1) All references to time in this Announcement are to London (UK) time unless otherwise stated.
(2) The dates and times given in this Announcement are based on
the Company's current expectations and may be subject to change. If
any of the above times or dates should change at the discretion of
the Company, the revised times and/or dates will be notified to
Shareholders by an announcement on a Regulatory Information
Service.
(3) In order to subscribe for Open Offer Shares under the Open
Offer, Qualifying Shareholders will need to follow the procedure
set out in the Circular and, where relevant, complete the
accompanying Application Form. If Qualifying Shareholders have any
queries or questions relating to the Circular, the completion and
return of the Application Form, or the procedure for acceptance and
payment, or wish to request another Application Form, they should
contact Computershare Investor Services PLC on 0370 707 1392 or, if
phoning from outside the UK, on +44 (0)370 707 1392. Calls may be
recorded and monitored randomly for security and training purposes.
Computershare Investor Services PLC cannot provide advice on the
merits of the Open Offer nor give any financial, legal or tax
advice.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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