17:00 Mon 08 Sep 2014
Union Jack Oil PLC - £2.0 million Placing and Notice of General Meeting
Use of proceeds
The Directors intend that the net proceeds of the Placing will be used to acquire entry into a number of later stage exploration projects where drilling is planned.
Notice of General Meeting
A General Meeting has been convened for
Unless otherwise defined herein, defined terms used in this announcement have the meaning given to them in the shareholder circular ("Circular") published today.
"We are delighted by the performance of Shore Capital and SP Angel who were joint brokers to the Placing. This additional funding will provide us with the opportunity to expand our portfolio of drill targets beyond our existing projects.
We will be reviewing a number of onshore opportunities, all of which will be advanced, drill ready prospects with the objective of participating in a number of additional exploration or appraisal wells during 2015."
For further information please contact the following:
David Bramhill +44 (0) 77871 60682
Nominated Adviser
Bidhi Bhoma, Edward Mansfield +44 (0) 20 7408 4090
Corporate Broking
Jerry Keen +44 (0) 20 7408 4090
SP Angel
Oil and Gas Adviser and Placing Agent
Richard Hail +44 (0) 20 3463 2260
Richard Parlons
Emmy Bridgen
Public Relations
Dominic Barretto +44 (0)7768 537 739
Kelsey Traynor +44 (0)7799 003 220
Background to and reasons for the Placing
Union Jack Oil was admitted to AIM in
The Board is of the belief that the Company is well positioned to generate shareholder value through the acquisition of additional interests in later stage onshore UK exploration projects where drilling is planned.
Current trading and prospects
Union Jack Oil is an exploration company with no income generated to date. The Company has a portfolio of licence interests and is in a position to develop these assets through value creating exploration and conventional drilling programmes operated by Egdon.
On
• Penistone Flags - up to 19.8 metres measured thickness (15.9 metres vertical thickness);
• Wingfield Flags - up to 5.64 metres measured thickness (5.1 metres vertical thickness); and
• Ashover Grit - up to 6.1 metres measured thickness (5.8 metres vertical thickness).
The well is currently being completed with a 4 ½" liner to enable selective and sequential testing of these intervals as part of an extended well test, for which planning consent has already been received. These test operations, which will be designed to determine the flow rates, hydrocarbon type and hence commerciality of the Wressle-1 well, will be undertaken using a work-over rig and are expected to commence during
In the event that the first well on PEDL180 discovers Petroleum and that the discovery is developed as part of a field designated by the Secretary of State as extending into PEDL182, then within 30 days the Company shall have the option to require Egdon Resources to assign an 8.33 per cent. interest in the part of the designated field falling within PEDL182, such assignment to be on the same terms as the acquisition of the Company`s interest in PEDL180 (other than in relation to the payment costs of the first well).
The Board expects drilling operations to commence at Burton on the Wolds (PEDL201) during Q4 2014. The Company will be releasing its interim results for the six months to
The Placing
The Company has conditionally raised approximately
(a) the Placing Agreement becoming unconditional in all respects (save for Admission) and not having been terminated in accordance with its terms prior to Admission;
(b) the Resolution numbered 1 set out in the Notice of General Meeting forming part of this Circular being approved by the Shareholders; and
(c) Admission of the Placing Shares becoming effective on or before
Warrants
In connection with the Placing, the Company has granted to
Dilution
Following the issue of the Placing Shares pursuant to the Placing, a Shareholder who is not participating in the Placing will suffer a dilution of approximately 28 per cent. to his economic interests in the Company. This figure has been calculated based on the issued ordinary share capital of the Company and excludes warrants outstanding over Ordinary Shares at the date of the Circular.
The Placing Agreement
Pursuant to the terms of the Placing Agreement,
The Placing Agreement contains warranties from the Company in favour of
Settlement and dealings
Application will be made to the
The Placing Shares will, when issued, rank pari passuin all respects with the existing issued Ordinary Shares including the right to receive dividends and other distributions declared on the Ordinary Shares following Admission.
Use of proceeds
The Directors are of the opinion that the Company currently has sufficient working capital for at least 12 months from the date of the Circular. The Directors intend that the net proceeds of the Placing will be used to acquire entry into a number of later stage exploration projects where drilling is planned.
The General Meeting
Set out at the end of the Circular is a notice convening the General Meeting to be held at
Resolution 1, which will be proposed as a special resolution, is to authorise the Directors to allot Ordinary Shares and to grant to SCS and SP Angel warrants to subscribe for Ordinary Shares in connection with the Placing otherwise than in accordance with Shareholders' statutory pre-emption rights (which would otherwise apply in the case of an issue of Ordinary Shares for cash), provided that such authority shall expire on 31 October 2014. The Placing is conditional on the passing of this Resolution.
Resolution 2, which will be proposed as an ordinary resolution and which is subject to and conditional upon Admission occurring on or before 31 October 2014, is to authorise the Directors generally to allot relevant securities having an aggregate nominal value of up to £594,605.15 (representing approximately 100 per cent. of the Enlarged Share Capital) following Admission, provided that such authority shall expire on the conclusion of the annual general meeting of the Company to be held in 2015. This Resolution has been proposed to refresh the allotment authority granted at the Company's last annual general meeting.
Resolution 3, which will be proposed as a special resolution and which is subject to and conditional upon Admission occurring on or before 31 October 2014 and the passing of Resolution 2, grants to the Directors authority to allot equity securities for cash on a non-pre-emptive basis following Admission up to an aggregate nominal value of £297,302.58(representing approximately 50 per cent. of the Enlarged Share Capital), provided that such authority shall expire on the conclusion of the annual general meeting of the Company to be held in 2015. This Resolution has been proposed to refresh the disapplication of pre-emption rights granted at the Company's last annual general meeting.
Action to be taken
The Form of Proxy for use at the General Meeting has been posted with the Circular. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to the Company's registrars,
Recommendation
The Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their beneficial holdings amounting, in aggregate, to 177,528,760 Ordinary Shares, representing approximately 10.37 per cent. of the issued ordinary share capital of the Company.
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