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AIM - Schedule One Update - United Oil & Gas Plc

RNS Number : 6734Y
AIM
03 January 2020
 

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 

COMPANY NAME:

 

UNITED OIL & GAS PLC ("UOG", "United" or the "Company") 

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Registered office address:

200 Strand

London

WC2R 1DJ

 

Trading address:

9 Upper Pembroke Street

Dublin 2

Ireland

 

COUNTRY OF INCORPORATION:

 

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

www.uogplc.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

United is an oil and gas exploration and development company established in 2015 with its ordinary shares admitted to trading on AIM in March 2019, and which originally had been brought to the Official List (Standard Segment) in July 2017 by way of a reverse takeover of Senterra Energy plc.

 

The Company's stated strategy is to build a portfolio of production, development and low-risk appraisal/exploration oil and gas assets in Europe and the Greater Mediterranean area, whilst remaining alert for exceptional growth opportunities on a global basis - primarily in the Caribbean, Latin America and Africa.

 

On 23 July 2019, the Company announced that it had entered into a binding conditional sale and purchase agreement with Rockhopper Exploration PLC ("Rockhopper PLC") to acquire the entire issued share capital of Rockhopper Egypt Pty Limited ("Rockhopper Egypt") which owns a 22 per cent. non-operated interest in the Abu Sennan Concession and associated development leases in Egypt, with an effective date of 1 January 2019 (the "Acquisition").  

 

The Abu Sennan Concession, which lies in the Western Dessert of Egypt, is governed by a production sharing contract. Seven development leases have been awarded covering the eight fields that have been discovered and put into production. An exploration licence covers the rest of the concession area.

 

The consideration for the Acquisition is US$16 million (approximately £12.2 million) and a deposit of US$0.3 million has been paid on signing and the balance of US$15.7 million is to be satisfied as to US$11.2 million in cash and US$4.5 million in new Ordinary Shares.

 

As the Acquisition constitutes a reverse takeover transaction under AIM Rule 14, the Company has on 6 December published and posted a Circular comprising an AIM Admission Document, amongst other things, seeking the approval of Shareholders at a general meeting for admission of the Company's ordinary shares to trading on AIM following completion of the Acquisition. 

 

The Acquisition was approved by Shareholders on 23 December 2019.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

Number of ordinary shares of £0.01 each ("Ordinary Shares") for which Admission is being sought: 619,153,969

 

There are no restrictions as to the transferability of the Ordinary Shares.

 

The price of the securities at last close of trading on AIM prior to suspension on 23 July 2019 was 4.05 pence per Ordinary Share. The issue price of the new Ordinary Shares is 3 pence.

 

No Ordinary Shares are or will be held in treasury on Admission.

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Capital to be raised on Admission: £4.77million (approximately US$6.25 million)

 

Anticipated market capitalisation on Admission £18.5 million (at the issue price of 3p)

 

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

21.5%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 

None

 

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Alan Graham Martin, Non-Executive Chairman

Brian Edward Andrew Larkin, Chief Executive Officer

Jonathan James Leather, Chief Operating Officer

David Thomas Patrick Quirke, Chief Financial Officer

Alberto Cattaruzza, Non-Executive Director

 

For as long as Rockhopper PLC holds 10% or more of the entire issued ordinary share capital of the Company it is entitled to appoint a director to the Board subject to the regulatory approval of the Company's Nominated Adviser.

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Before:       As far as the Company is aware, at the time of suspension only Douglas John Wright with 11,067,500 Ordinary Shares representing 3.2% of the Company's Ordinary Share Capital had a notifiable interest in the Company.

 

After:          On Admission Rockhopper PLC will be interested in 114,503,817 Ordinary Shares representing 18.5% of the Enlarged Ordinary Share Capital. The Company is not aware of any other individual shareholders with an interest in 3% or more of the Enlarged Ordinary Share Capital on Admission.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

Shard Capital Partners LLP in respect of an introducer agreement

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i)          31 December

(ii)   - Accountants' report on Rockhopper Egypt historical financial information for the year ended 31 December 2018 along with comparatives for the periods ended 31 December 2017 and 31 December 2016 and also unaudited half-yearly accounts for the six-month period ended 30 June 2019 along with comparatives for the period ended 30 June 2018 and audited year to 31 December 2018

- Accountants' report on the existing group historical financial information for the year ended 31 December 2018 along with comparatives for the periods ended 31 December 2017 and 31 December 2016 and also unaudited half-yearly accounts for the six-month period ended 30 June 2019 along with comparatives for the period ended 30 June 2018 and audited year to 31 December 2018

            - Accountant's report on the pro forma net assets of United as at 31 December          

            2018

(iii)  30 June 2020 (annual accounts for the year ended 31 December 2019)

30 September 2020 (half-yearly accounts for the six-month period ended 30 June 2020)

30 June 2021 (annual accounts for the year ended 31 December 2020)

 

EXPECTED ADMISSION DATE:

 

22 January 2020

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Beaumont Cornish Limited

10th Floor

30 Crown Place

London

EC2A 4EB

 

 

NAME AND ADDRESS OF BROKER:

 

Joint Brokers:

 

Optiva Securities Limited

49 Berkeley Square

Mayfair

London EC2A 4EB

 

Cenkos Securities PLC

6.7.8 Tokenhouse Yard

London EC2R 7AS

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

The AIM Admission Document, which contains full details of the applicant and admission of its securities, is available from the Company's registered office at 200 Strand, London WC2R 1DJ during normal business hours on any weekday (Saturdays and public holidays excepted). An electronic version is available to download from the Company's website: www.uogplc.com

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

 

3 January 2020

 

NEW/ UPDATE:

NEW

 

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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Quick facts: United Oil & Gas PLC

Price: 2.875

Market: AIM
Market Cap: £9.94 m
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