TIDMMTA
RNS Number : 6630D
Matra Petroleum PLC
01 April 2014
Matra Petroleum Plc
("Matra" or "the Company")
Proposed Cancellation to trading on AIM
Matra Petroleum Plc (AIM: Matra), the oil & gas focused
Investing Company is proposing to cancel the admission of the
Company's ordinary shares to trading on AIM in accordance with Rule
41 of the AIM Rules for Companies ("AIM Rules")
("Cancellation").
Reasons for Cancellation
On 31 October 2013 announced that it would be making a series of
investments into the US onshore oil and gas sector through its
wholly owned subsidiary, Matra Petroleum U.S.A, Inc ("Matra USA"),
and the joint venture company PG-M International, LLC ("PG-M JV")
(the "Transaction").
As part of the Transaction, Matra USA acquired a 50 per cent.
interest in PG-M JV from PSOFEI, LLC with an option (the "Option")
to acquire the remaining 50 per cent by 26 April 2014 (the
"Acquisition"). Completion of the Acquisition would result in the
Company reverting from an Investing Company back to a trading
company thereby triggering a reverse takeover under the AIM Rules
("RTO") for which the approval of the Company's shareholders and
Re-Admission of the enlarged company to trading on AIM is required.
Accordingly the Company's shares were suspended from trading on 31
October 2013 (for a maximum of six months) in order to effect the
RTO after which the Company's shares would be re-admitted to
trading on AIM ("Re-Admission").
Following discussions between the Company's Nomad, Canaccord
Genuity Limited ("Canaccord"), and AIM regulation over recent
weeks, it has been determined that Rule 7 of the AIM Rules, which
requires the Company's Substantial Shareholders (as defined in the
AIM Rules) to agree not to dispose of any interest in their
securities for a period of one year from Re-Admission ("Lock-In
Agreement"), will apply to Matra's RTO.
On 28 March 2014 the Company received notification from its two
major shareholders, Winpro Ventures Corporation (which is 50 per
cent. beneficially owned by each of Mr Barskiy and Alltech Capital
Limited) and Tricon Energy Finance Limited, that they are unwilling
to enter into Lock-In Agreements. As a consequence, the Company is
unable to meet the requirements of Rule 7 of the AIM Rules which
would apply on Re-Admission and is therefore unable to complete the
RTO.
The Company has been in discussions with the grantor of the
Option and has secured an extension to the 26 April 2014 Option
deadline and must now exercise the Option by 2 May 2014. This
extension will allow the Company to effect the Cancellation
following which it can proceed to complete the Acquisition as a
private company.
Principal Effects of Delisting
The principal effects of the Cancellation would include:
-- Shareholders will no longer be able to buy and sell shares in
the Company through a public stock market; that is, liquidity in
the Company's shares will be very limited until such time as the
Company seeks a listing on an alternative exchange (although at
this time there can be no certainty that this will ultimately
occur);
-- the Company would not be bound to announce to the market
material events, administrative changes or material transactions,
nor to announce interim or final results; and
-- the Company would no longer be subject to the AIM Rules;
Shareholders would no longer be required to vote on certain matters
as provided in the AIM Rules; and the Company would no longer be
subject to the provisions of the Disclosure and Transparency Rules
relating to the disclosure of changes in significant shareholdings
in the Company.
Following the Cancellation the City Code on Takeovers and
Mergers, which currently applies to the Company, will continue to
apply to the Company.
In reaching the decision to propose the Cancellation to
Shareholders, the Directors have considered the following:
-- the effect on the Company and its Shareholders of not
proceeding with the Acquisition, which the Board believes to be in
the Company's and Shareholders' best interests;
-- the specific near term growth strategy of the Company and the
regulatory requirements that would govern the execution of that
strategy; and
-- the constraints of the regulatory requirements of the public
markets on the Company's ability to grow its portfolio of oil and
gas assets, in particular, the necessary speed of execution of this
particular strategy.
The Board considers that the Cancellation is in the best
interests of the Shareholders' and the Company as a whole and will
allow the Company to continue to implement its strategy of
acquiring oil and gas interests. The Board further believes that
the Cancellation would not alter the Board's strategy for the
Company which would be to continue the acquisition of mature oil
and gas assets in proven hydrocarbon provinces.
A Circular, including a notice convening a General Meeting will
be posted to Shareholders by 7 April 2014. The Circular will
contain further information regarding the background and reasons
for the proposed the proposed Cancellation.
The General Meeting is expected to be held at 11.00 a.m. on 23
April 2014 at the offices of BDO LLP, 55 Baker Street, London W1U
7EU for the purpose of considering a special resolution to approve
the cancellation of admission of the Company's ordinary shares to
trading on AIM.
An expected timetable of principal events is set out below
Publication of circular, including forms 7 April 2014
of proxy, convening a General Meeting by
no later than
General Meeting 11.00 a.m. on 23 April
2014
Cancellation of Admission effective (if 7.00 a.m. on 1 May 2014
Resolution passed)
All the above times refer to London time.
If any of the above times and/or dates change, the revised times
and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service.
Enquiries:
Matra Petroleum plc c/o Bell Pottinger
Henry Lerwill 020 7861 3169
Canaccord Genuity Limited
Henry Fitzgerald-O'Connor 0207 523 8000
Neil Elliot
This information is provided by RNS
The company news service from the London Stock Exchange
END
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