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Tomco Energy (NCS)- the next Cadence?
IEC4 - Fri, 22 Dec 06 :
17. Expected Timetable of Principal Events
Publication of this document 22 December 2006
Latest time and date for receipt of forms of proxy 10.00 a.m. GMT on
12 January 2007
Payment to be received from the investors (other than through 12.00 p.m. GMT on
CREST) pursuant to the Placing in cleared funds 10 January 2007
Extraordinary General Meeting 10.00 a.m. GMT on
15 January 2007
Admission effective and ealings expected to commence in the 16 January 2007
Enlarged Share Capital on AIM
Completion of the Acquisition 16 January 2007
CREST accounts expected to be credited 16 January 2007
Definitive share certificates for the Acquisition Shares and 30 January 2007
Placing Shares expected to be despatched (where applicable)
by
Enquiries:
Simon Raggett/Warren Pearce +44 (0)207 409 3494
Strand Partners Limited
Simon Rothschild/Louise Mason +44 (0)20 7367 8888
Bankside Consultants
Strand Partners Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as nominated adviser and broker
to the Company in connection with the Acquisition, Placing and proposed
admission of the Enlarged Share Capital to trading on AIM. Its responsibilities
as the Company's nominated adviser and broker under the AIM Rules are owed
solely to the London Stock Exchange and are not owed to the Company or to any
Director or Proposed Director or to any other person in respect of his decision
to acquire shares in the Company in reliance on any part of this announcement.
Strand Partners Limited is not acting for anyone else and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this announcement or the Acquisition, the Placing or the proposed admission of
the Enlarged Share Capital to trading on AIM. No representation or warranty,
express or implied, is made by Strand Partners Limited as to the contents of
this announcement, without limiting the statutory rights of any person to whom
this announcement is issued. The information contained in this announcement is
not intended to inform or be relied upon by any subsequent purchasers of New
Ordinary Shares (whether on or off exchange) and accordingly no duty of care is
accepted in relation to them.
Strand Partners Limited has approved the contents of this announcement solely
for the purpose of section 21 of the Financial Services and Markets Act 2000.
The principal place of business of Strand Partners Limited is 26 Mount Row,
London W1K 3SQ.
This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Acquisition" the proposed acquisition by the Company of the entire issued
share capital of The Oil Mining Company Inc. pursuant to the
Acquisition Agreement
"Acquisition the conditional agreement dated 22 December 2006 between the
Agreement" Company and the Vendors relating to the Acquisition.
"Acquisition the 200,000,000 new Ordinary Shares in the Company to be
Shares" allotted and issued pursuant to the Acquisition Agreement.
"Admission" the effective admission of the Enlarged Share Capital of the
Company to trading on AIM in accordance with the AIM Rules.
"Admission the document posted to shareholders today.
Document"
"AIM" the AIM market operated by the London Stock Exchange.
"AIM Rules" the rules applicable to companies whose shares are traded on
AIM published by the London Stock Exchange from time to time.
"BLM" the Bureau of Land Management, an agency within the Department
of the Interior of the US Federal government
"Board" the board of directors of the Company from time to time.
"CA 1931-2004" or the Isle of Man Companies Act 1931-2004, as amended.
"Act"
"Cadence Cadence Resources, Inc. (now Aurora Oil and Gas Corporation
Resources" Inc.).
"City Code" the City Code on Takeovers and Mergers.
"Combined Code" the Combined Code on corporate governance issued by the
Financial Reporting Council.
"Company" or Netcentric Systems Plc, incorporated and registered in the
"Netcentric" Isle of
Man with number 36210C.
"Completion" completion of the Proposals.
"Concert Party" the Vendors (including Stephen Komlosy, John May, Gerard
Thompson and John Ryan), Howard Crosby, Bobby Cooper, Thomas
Loucks and Kevin Stulp.
"CPR" Competent Person's Report.
"CREST" the system for paperless settlement of trades and the holding
of uncertificated securities administered by CRESTCo Limited.
"CVA" the Company Voluntary Arrangement completed by the operating
subsidiary of the Company in July 2002.
"Directors" the existing directors of the Company as at the date of this
announcement whose names are listed on page 8 of this
document.
"Energy Act" the US Energy Policy Act of 2005.
"Enlarged Group" the Company as enlarged by the Acquisition.
"Enlarged Share the issued ordinary share capital of the Company immediately
Capital" following Completion comprising the Existing Ordinary Shares,
the Acquisition Shares, the Placing Shares and the Strand
Shares.
"Existing the 166,334,602 Ordinary Shares in issue at the date of this
Ordinary Shares" announcement.
"Existing the warrant to subscribe for Ordinary Shares created under the
Warrant" warrant instrument issued by the Company on 22 July 2002.
"Extraordinary the extraordinary general meeting of the Company, notice of
General Meeting" which is set out in the Admission Document.
or "EGM"
"FSA" the Financial Services Authority of the United Kingdom.
"Group" the Company and any subsidiary of the Company.
"Independent Paul Hughes.
Director"
"Independent Shareholders other than members of the Concert Party.
Shareholders"
"Indicated part of a mineral resource for which tonnage, densities,
Mineral Resource" shape, physical characteristics, grade and mineral content can
be estimated with a reasonable amount of confidence.
"Inferred Mineral part of a mineral resource for which tonnage, densities,
Resource" shape, physical characteristics, grade and mineral content can
be estimated with a limited amount of confidence.
"JORC Code" the code of the Joint Ore Reserves Committee, an Australasian
Code for the reporting of identified mineral resources and ore
reserves.
"kerogen" the fossilised organic matter found in shale and other
sedimentary rock formed during the deposition of sediments.
Upon heating, it breaks down into recoverable gaseous and
liquid substances, including oil.
"London Stock London Stock Exchange Plc.
Exchange"
"New Warrants" warrants to subscribe for 36,933,460 Ordinary Shares at the
Placing Price exercisable from two years following Admission
for a period of two years, held by certain Directors and the
Proposed Director.
"NPOSR" the Naval Petroleum and Oil Shale Reserves office of the US
Department of Energy.
"Official List" the official list of the United Kingdom Listing Authority.
"oil shale" a fine grained sedimentary rock that contains kerogen.
"Ordinary Shares" ordinary shares of 0.5p each in the capital of the Company.
"Panel" the Panel on Takeovers and Mergers.
"Placees" subscribers for Placing Shares.
"Placing" the proposed conditional placing of the Placing Shares by
Strand Partners at the Placing Price pursuant to the Placing
Agreement.
"Placing the conditional agreement dated 22 December 2006 between the
Agreement" Company (1), the Directors (2), the Proposed Director (3) and
Strand Partners (4).
"Placing Price" 2.5p per Placing Share.
"Placing Shares" the 51,238,000 new Ordinary Shares which are proposed to be
issued pursuant to the Placing.
"Proposals" together the Rule 9 Waiver, the Acquisition, the changes to
the Memorandum and Articles of Association, the Placing, the
change of name and Admission.
"Proposed John Ryan.
Director"
"RD&D" research, development and demonstration.
"Resolutions" the resolutions to be proposed at the EGM as set out in the
notice of EGM at the end of this document and reference to a
"Resolution" is to the relevant resolution set out in the
notice of EGM.
"Rule 9" Rule 9 of the City Code.
"Rule 9 Waiver" the waiver of Rule 9 which has been granted by the Panel,
conditional upon the approval by Independent Shareholders on a
poll of the Waiver Resolution at the EGM.
"Seed Placing" the placing of 26,600,000 new Ordinary Shares at 2 US cents
per Ordinary Share between April 2006 and August 2006 to raise
working capital and funds to cover the initial costs of the
Acquisition.
"Share Dealing the code on dealings in the Company's securities adopted by
Code" the Company, that complies with the AIM Rules.
"Shareholders" shareholders in the Company.
"Shell" Royal Dutch Shell Plc or the US operating company affiliate,
Shell Oil Company.
"SRK Consulting" SRK Consulting (UK) Limited, the independent geologists who
wrote the report on the TomCo Leases.
"Strand Partners" Strand Partners Limited, the Company's nominated adviser and
broker.
"Strand Partners Strand Partners Securities Limited (a wholly owned subsidiary
Securities" of Strand Partners), a company incorporated in England and
Wales with registered number 3673995, whose registered office
is at 26 Mount Row, London W1K 3SQ.
"Strand Shares" 3,000,000 new Ordinary Shares to be issued to Strand Partners
on Admission as part of its fees for acting as nominated
adviser to the Company.
"Strand Warrant" the warrant held by Strand Partners Securities to subscribe at
the Placing Price for two per cent. of the Ordinary Share
capital at the date of exercise which is exercisable for a
period of five years.
"subsidiary" and have the meanings given to them by the UK Companies Act 1985.
"subsidiary
undertaking"
"TomCo" The Oil Mining Company Inc., a company incorporated in Utah,
USA with entity number 6064669-0142 whose principal place of
business is at 301 Central Ave., No. 384, Hilton Head Island,
South Carolina, 29926, USA.
"TomCo Leases" leases ML49570 and ML49571, in the Uinta Basin of Utah, USA,
currently leased by TomCo from the State of Utah acting by and
through the School and Institutional Trust Lands
Administration.
"UK" or "United the United Kingdom of Great Britain and Northern Ireland.
Kingdom"
"uncertificated" recorded on the relevant register of the share or security
or "in concerned as being held in uncertificated form in CREST and
uncertificated title to which may be transferred by means of CREST.
form"
"United Kingdom the Financial Services Authority, acting in its capacity as
Listing the competent authority for the purposes of Part VI of the
Authority" Financial Services and Markets Act 2000, as amended.
"US", "USA" or the United States of America, its territories and possessions,
"United States" any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction.
"US$" US Dollars, the legal currency of the US. Throughout this
document, except where otherwise stated, an exchange rate of
#1 = US$ 1.84 has been used.
"US Department of the US governmental department concerned with national,
Energy" economic and energy security of the nation whose intention is
to promote scientific and technological innovation in support
of that mission.
"US person" a citizen or permanent resident of the United States, as
defined in Regulation S promulgated under the US Securities
Act 1933.
"Vendor Stephen Komlosy, John May and Gerard Thompson.
Directors"
"Vendors" the shareholders in TomCo at the date of this announcement.
"Waiver resolution 1 in the notice of the EGM announcement.
Resolution"
"Warrants" the Existing Warrant, the New Warrants and the Strand Warrant.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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