Matra Petroleum PLC Execution of Amendment Agreement (7047D)
April 01 2014 - 4:07AM
UK Regulatory
TIDMMTA
RNS Number : 7047D
Matra Petroleum PLC
01 April 2014
Matra Petroleum Plc
("Matra" or "the Company")
Execution of Amendment Agreement
Matra Petroleum Plc (AIM: Matra), the oil & gas focused
Investing Company is pleased to announce that it has entered into
an amendment agreement (the "Amendment Agreement") which allows the
Company the opportunity to effect the Cancellation (following which
it can proceed to complete the Acquisition as an unlisted
company).
Background
The Company separately announced today a proposal to cancel the
admission of its ordinary shares to trading on AIM (the
"Cancellation Announcement") in accordance with Rule 41 of the AIM
Rules for Companies. Capitalised terms used in this announcement
have the meanings given in the Cancellation Announcement
As noted in the Cancellation Announcement, in order to allow the
Company the opportunity to effect the Cancellation and proceed with
the Acquisition as an unlisted company (avoiding the requirement
for a reverse takeover under the AIM Rules), it has entered into
the Amendment Agreement which amends:
1. the Omnibus Agreement dated 29 October 2013 by and among
Rifle Energy, LLC, Signal Drilling LLC, Seaside Resources LLC,
Vindex Holdings, LLC, PSOFEI, LLC, PG-M International, LLC, Amiba
Energy, L.L.C., Galaga Resources LLC, Needmor Oil, LLC, Matra
Petroleum U.S.A., Inc. ("Matra USA") and Matra Petroleum PLC, as
amended (the "Omnibus Agreement"); and
2. the Option Agreement (as defined in the Omnibus Agreement) of
29 October 2014 (the "Option Agreement").
Further details of the Omnibus Agreement and the Option
Agreement are set out in the Company's announcement dated 31
October 2013.
The principal terms of the Amendment Agreement are as
follows:
-- The deadline for Matra USA (the Company's wholly owned
subsidiary) to exercise its option to acquire the Phase III
Properties (as defined in the Omnibus Agreement) has been extended
to 5 May 2014.
-- Matra USA's option to acquire the remaining 50 percent of
PG-M International, LLC (the joint venture company that has carried
out the investments in the Phase I and Phase II Properties) not
already owned by it has been amended as follows:
o The deadline for exercise of the option has been extended to 2
May 2014.
o The option is no longer conditioned upon any action by the
Company's shareholders (as it has previously envisaged a resolution
to approve the reverse takeover under rule 14 of the AIM Rules
which will be redundant if the Cancellation is approved).
o Matra USA may assign the option in its discretion.
-- The Omnibus Agreement was amended so that, in the event there
is a Phase III Closing (as defined in the Omnibus Agreement), only
title defects for net revenue interest discrepancies and liens and
encumbrances, with an aggregate cap of US$550,000, may be asserted
by Matra USA to reduce the purchase price for the Phase III
Properties.
-- PSOFEI, LLC's option to acquire shares in the Company
pursuant to the Option Agreement has been amended as follows:
o PSOFEI may assign the option in its discretion subject to
certain limitations and a right of first refusal in favour of the
Company.
o The option may not be exercised until the date on which the
Company's shares are admitted for trading on any securities
exchange following the delisting of the Company's shares on AIM
(the "future IPO").
o The exercise period has been extended to 18 months from the
date of future IPO, subject to further extension under certain
circumstances.
o The Option Agreement terminates on May 5, 2017.
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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