TIDMNUOG
RNS Number : 9762V
Nu-Oil and Gas PLC
12 April 2019
12 April 2019
Nu-Oil and Gas plc
("Nu-Oil" or "the Company")
Launch of Open Offer
The Company announces an open offer to raise up to approximately
GBP250,000 (before expenses) through the issue of up to 83,333,333
new ordinary shares in the Company at an issue price of 0.3 pence
per share ("the "Open Offer"). Treasury shares totalling 12,445,378
are excluded from the Open Offer entitlement. The Company has today
posted a Circular to shareholders which will be made available on
the Company's website at www.nu-oilandgas.com.
At the Company's AGM, held on 25 January 2019, the Board
committed to shareholders that the Company would accompany any
placing which used the share authority available with an open offer
of an equivalent amount and on the same terms as the placing. The
Open Offer fulfils that commitment, following the placing announced
on 29 March 2019.
Enquiries
Nu-Oil and Gas plc
Simon Bygrave Tel: +44 (0)161 817 7460
Investor Relations & Communications
Strand Hanson Limited Tel: +44 (0)20 7409 3494
Rory Murphy/Ritchie Balmer/Jack
Botros
Novum Securities Limited Tel: +44 (0) 20 7399 9425
Jon Belliss
Disclaimer
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Extract from Open Offer Circular
1. Introduction and Background to and Reasons for the Placing and Open Offer
During the Company's most recent AGM, the Board became aware
that Resolution 7 (which empowered directors of the Company to
allot shares with a nominal value of GBP1,023,020 on a
non-pre-emptive basis, pursuant to section 570 of the Act) was not
going to be passed. Following discussions with shareholders
regarding the implications of not passing Resolution 7 the meeting
was reconvened and the resolution passed with the Board committing
to limit its use of the allotment authority to 25 per cent. of the
Company's issued share capital and, in addition, to make an open
offer available to shareholders if that authority was used.
On 29 March 2019, the Company announced it had used a portion of
that allotment authority to raise GBP250,000 before fees and
expenses by way of issuing 83,333,333 Placing Shares to existing
and new institutional investors at the Issue Price of 0.3 pence per
share. The Issue Price represented a 46 per cent. discount to the
average closing middle market price per Ordinary Share of 0.558
pence over the ten trading days up to and including 28 March 2019.
The Placing Shares were admitted to trading on AIM on 5 April
2019.
In fulfilling the commitment made at the AGM a further issue of
new equity in the Company of 83,333,333 Open Offer Shares is being
made to Qualifying Shareholders at the Issue Price. The Circular
contains the details of that Open Offer.
Qualifying Shareholders may subscribe for Open Offer Shares on
the basis of 1 Open Offer Share for approx. every 17.31 Existing
Ordinary Shares held on the Record Date. Shareholders subscribing
for their full entitlement under the Open Offer may also request
additional Open Offer Shares through the Excess Application
Facility.
Assuming full take-up under the Open Offer, the issue of the
Open Offer Shares will raise gross proceeds of up to GBP250,000 for
the Company. The New Ordinary Shares to be issued pursuant to the
Open Offer are to be admitted to trading on AIM at the time of
Admission, which is expected to take place on 7 May 2019. The
amount being raised under the Open Offer is consistent with the
amount raised under the Placing.
2. Current Trading and Prospects
On 29 March 2019, the Company's announced its interim results
for the six-month period ended 31 December 2018.
The Company's strategic objectives remain unchanged from those
stated at the AGM, and in summary, they are threefold:
-- Firstly, to focus on the pursuit of marginal field
opportunities, and in particular Gas-to-Wire ("GTW") opportunities,
via MFDevCo, the Company's joint venture with RMRI Ltd.;
-- Secondly, to seek value from the existing assets located in
western Newfoundland, which the Company holds through its 100%
owned subsidiary Enegi Oil Inc. ("Enegi"), and assets MFDevCo holds
in the Celtic Sea; and
-- Thirdly, to acquire value-accretive oil and gas assets on an opportunistic basis.
MFDevCo, 50/50 joint venture
MFDevCo has been advancing multiple projects for some time, the
negotiations for which are at different stages of development and
maturity. Projects include both oil and gas fields, which could be
developed using conventional recovery methods or utilise the GTW
technology that has recently been announced by the Company.
The Company's joint venture, MFDevCo, is actively progressing an
innovative business and funding model through which its GTW
initiative can be implemented. MFDevCo's recent agreement with
Marnavi Offshore to establish a special purpose vehicle ("SPV") in
which GTW projects can be realised has been an important milestone
in progressing the Company's growth agenda.
MFDevCo is now pursuing multiple projects which fit the GTW
model. In particular, two distinct GTW opportunities are being
prioritised where discussions with operators have advanced quickly
so far, however, MFDevCo intends to maintain progress on its other
opportunities in parallel. MFDevCo continues to build the capacity,
together with its collaboration partners, Siemens' Dresser-Rand
business and Marnavi Offshore, being the most recent additions, to
deliver this innovative gas-to-wire initiative.
The SPV structure envisages projects can be financed without
diluting the Company's equity interest in MFDevCo. This is because
the SPV is intended to be the vehicle which will acquire and
implement the Gas-to-Wire projects originated, configured and
packaged as financeable opportunities by MFDevCo. Out of this
structure, MFDevCo expects to generate three distinct income
sources for each project, namely: income generated from the sale of
the project; income generated from services provided to the SPV in
assisting with the implementation and management of the projects;
and income generated from the project by virtue of its equity
holding in the SPV. Furthermore, the non-binding letter of intent
with Marnavi Offshore, anticipates MFDevCo will hold a non-dilutive
carried interest in the SPV.
In addition, MFDevCo has been advancing other marginal field
projects in both oil and gas fields, which could be developed using
more conventional recovery methods. Overall, target projects are
primarily located in the North Sea, East Irish and Celtic Seas,
Latin America including Brazil and Asia and so, in combination,
Nu-Oil and MFDevCo contribute resources to business development
activities worldwide. In particular, MFDevCo has representatives
leading business development activity in Brazil and, via Royal
Eagle, in Ecuador, Colombia and Mexico. In addition, the network of
consortium members enables MFDevCo to identify and access projects
in locations worldwide which is unusual for a company of its
size.
Celtic Sea Assets - Helvick and Dunmore
MFDevCo holds 10% interests in lease undertakings for the
Helvick and Dunmore assets, located in the Celtic Sea. Under the
terms of the lease MFDevCo will perform an agreed work programme to
determine whether the discoveries can be developed commercially.
Based on the work completed thus far the Operator has applied to
the Petroleum Affairs Division ('PAD') for an extension to the
lease undertakings. The partners await the response from the PAD,
at which point the Company will update the market.
Enegi
The Company holds, through its 100% owned subsidiary, Enegi, two
assets located on and around the Port au Port peninsula in western
Newfoundland. Production Lease 2002-01(A) ("PL2002-01(A)") (also
known as Garden Hill) and Exploration Licence 1070 ("EL1070"),
located at Shoal Point.
PL2002-01(A)
The Company has been pursuing its primary objective to restore
production with PVF Energy Services Inc. ("PVF") through the
Production Sharing Agreement announced on 31 January 2017.
Operations are currently on hold while the Company determines the
most appropriate work programme, operational structure and funding
model to progress this asset. Following a recent meeting with the
Newfoundland and Labrador Department of Natural Resources, Enegi
has agreed with the regulator that, whilst it continues work
towards the objectives stated, it is most appropriate to submit new
applications once the details of the forward work programme are
defined, rather than continuing to work under the authorisations
received in 2017. Discussions with PVF, other third parties,
suppliers and the regulator remain ongoing and the Company will
update the market accordingly.
EL1070
At nearby Shoal Point, Enegi holds a 100% interest in the deep
rights on EL1070 which includes the conventional Shoal Point
prospect, located below the Green Point Shale formation situation
in the shallow rights, which are held by Shoal Point Energy
('SPE'). EL1070 remains in force whilst the parties to the licence
pursue the award of a significant discovery licence ('SDL'). These
unique circumstances require that any effort to develop the deep
rights is coordinated with SPE's activities with respect to the
shallow rights, which are currently restricted by the moratorium on
hydraulic fracturing in the region.
Although the Company's strategy is to avoid exploration plays,
it is the Board's opinion that the potential justifies appropriate
efforts to move this asset forward. The Company has discussed with
SPE and the Canada-Newfoundland and Labrador Offshore Petroleum
Board ('C-NLOPB') to determine how to advance the licence. The
Company will update the market accordingly.
Outlook
Over the next twelve months Nu-Oil will progress the strategic
objectives noted above and seek to further enhance and integrate
resources of the Company and MFDevCo where appropriate in a bid to
optimise cost synergies. The Company acknowledges the opportunities
being pursued by MFDevCo particularly in the Gas-to-Wire space to
have the greatest potential for growth and for that reason the
Company intends to allocate resources accordingly.
3. Use of Proceeds
The net proceeds from the Placing and Open Offer will contribute
towards a number of developments in the coming months. In
particular, the proceeds will primarily be applied to the Company's
general working capital requirements, including support of
MFDevCo's implementation of its gas-to-wire initiative.
4. Details of the Open Offer and Placing
4.1 Details of the Placing
On 5 April 2019, the Company completed the Placing, raising
GBP250,000 (before expenses) by way of the placing of 83,333,333
Placing Shares at a price of 0.3 pence per share.
4.2 Open Offer Structure
The Open Offer provides an opportunity for all Qualifying
Shareholders to participate in the fundraising by acquiring Open
Offer Shares pro rata to their current holdings of Existing
Ordinary Shares with the option for subscribing for more pursuant
to the Excess Application Facility subject to clawback.
The Issue Price of 0.3 pence per Open Offer Share represents the
same price at which institutional investors subscribed for Ordinary
Shares pursuant to the Placing.
4.3 Principal terms of the Open Offer
Subject to the fulfilment of the conditions set out below and in
Part IV of the Circular, Qualifying Shareholders are being given
the opportunity to subscribe for the Open Offer Shares at a price
of 0.3 pence per Open Offer Share, pro rata to their holdings of
Existing Ordinary Shares on the Record Date on the basis of:
Open Offer Share for every approx. 17.31 Existing Ordinary
Shares
Qualifying Shareholders are also being given the opportunity,
provided that they take up their Open Offer Entitlement in full, to
apply for Excess Shares through the Excess Application
Facility.
Assuming full take-up under the Open Offer, the issue of the
Open Offer Shares will, in addition to the amount raised under the
Placing raise further gross proceeds of GBP250,000 for the
Company.
The Open Offer Shares will, upon issue, rank pari passu with the
Existing Ordinary Shares.
Fractions of Open Offer Shares will not be allotted, each
Qualifying Shareholder's entitlement under the Open Offer will be
rounded down to the nearest whole number.
Qualifying Shareholders with holdings of Existing Ordinary
Shares in both certificated and uncertificated form will be treated
as having separate holdings for the purpose of calculating the Open
Offer Entitlements.
4.4 Excess Application Facility
The Excess Application Facility will enable Qualifying
Shareholders, provided that they take up their Open Offer
Entitlement in full, to apply for Excess Open Offer Entitlements.
Qualifying non-CREST Shareholders who wish to apply to acquire more
than their Open Offer Entitlement should complete the relevant
sections on the Application Form. Qualifying CREST Shareholders
will have Excess CREST Open Offer Entitlements credited to their
stock account in CREST. Applications for Excess Open Offer
Entitlements will be satisfied only and to the extent that
corresponding applications by other Qualifying Shareholders are not
made or are made for less than their Open Offer Entitlements. If
applications under the Excess Application Facility are received for
more than the total number of Open Offer Shares available following
take-up of Open Offer Entitlements, such applications will be
scaled back pro rata to the number of Excess Shares applied for by
Qualifying Shareholders under the Excess Application Facility.
Application will be made for the Open Offer Entitlements and
Excess Open Offer Entitlements in respect of Qualifying CREST
Shareholders to be admitted to CREST. It is expected that such Open
Offer Entitlements and Excess Open Offer Entitlements will be
admitted to CREST at 8.00 a.m. on 15 April 2019. Such Open Offer
Entitlements and Excess Open Offer Entitlements will also be
enabled for settlement in CREST at 8.00 a.m. on 15 April 2019.
Applications through the means of the CREST system may only be made
by the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim.
Qualifying non-CREST Shareholders will have received an
Application Form with the Circular which sets out their entitlement
to Open Offer Shares as shown by the number of Open Offer
Entitlements allocated to them. Qualifying CREST Shareholders will
receive a credit to their appropriate stock accounts in CREST in
respect of their Open Offer Entitlements on 15 April 2019.
Shareholders should note that the Open Offer is not a rights
issue. Qualifying CREST Shareholders should note that although the
Open Offer Entitlements and Excess Open Offer Entitlements will be
admitted to CREST and be enabled for settlement, applications in
respect of entitlements under the Open Offer may only be made by
the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim. Qualifying
non-CREST Shareholders should note that the Application Form is not
a negotiable document and cannot be traded. Qualifying Shareholders
should be aware that in the Open Offer, unlike in a rights issue,
any Open Offer Shares not applied for will not be sold in the
market or placed for the benefit of Qualifying Shareholders who do
not apply under the Open Offer. If applications are made for less
than all of the Open Offer Shares available, then the lower number
of Open Offer Shares will be issued.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, are set out in Part IV of the
Circular.
For Qualifying non-CREST Shareholders, completed Application
Forms, accompanied by full payment, should be returned by post or
by hand (during normal business hours only) to Equiniti Limited,
Corporate Actions, Aspect House, Spencer Road, Lancing, West
Sussex, BN99 6DA so as to arrive as soon as possible and in any
event so as to be received no later than 11.00 a.m. on 2 May 2019.
For Qualifying CREST Shareholders, the relevant CREST instructions
must have been settled as explained in the Circular by no later
than 11.00 a.m. on 2 May 2019.
4.5 Other information relating to the Open Offer
The Open Offer is conditional upon, inter alia, Admission of the
Open Offer Shares becoming effective by no later than 8.00 a.m. on
7 May 2019 (or such later date as Strand Hanson and the Company may
agree, being not later than 8.00 a.m. on 13 May 2019). Accordingly,
if the conditions to the Open Offer are not satisfied or waived
(where capable of waiver), the Open Offer will not proceed and the
Open Offer Shares will not be issued and all monies received by the
Receiving Agent will be returned to the Applicants (at the
Applicant's risk and without interest) as soon as possible, but
within 14 days thereafter. Any Open Offer Entitlements admitted to
CREST will thereafter be disabled.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Open Offer Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Application will be made to the London Stock Exchange for the
Open Offer Shares to be admitted to trading on AIM. It is expected
that Admission will become effective on 7 May 2019 and that
dealings for normal settlement in the Open Offer Shares will
commence at 8.00 a.m. on 7 May 2019.
5. Action to be taken
5.1 Qualifying non-CREST Shareholders
If you are a Qualifying non-CREST Shareholder, you will have
received an Application Form which gives details of your maximum
entitlement under the Open Offer (as shown by the number of Open
Offer Entitlements allocated to you). If you wish to apply for Open
Offer Shares under the Open Offer (whether in respect of your Open
Offer Entitlement or both your Open Offer Entitlement and any
Excess Open Offer Entitlements), you should complete the
accompanying Application Form in accordance with the procedure for
application set out in paragraph 4.1 of Part IV of the Circular and
on the Application Form itself.
5.2 Qualifying CREST Shareholders
If you are a Qualifying CREST Shareholder and do not hold any
Ordinary Shares in certificated form, no Application Form
accompanies the Circular and you will receive a credit to your
appropriate stock account in CREST in respect of the Open Offer
Entitlements representing your maximum entitlement under the Open
Offer except (subject to certain exceptions) if you are an Overseas
Shareholder who has a registered address in, or is a resident in or
a citizen of an Excluded Territory. Applications by Qualifying
CREST Shareholders for Excess Open Offer Entitlements in excess of
their Open Offer Entitlements should be made in accordance with the
procedures set out in paragraph 4.2 of Part IV of the Circular,
unless you are an Overseas Shareholder in which event, applications
should be made in accordance with the procedures set out in
paragraph 6 of Part IV of the Circular.
The latest time for applications under the Open Offer to be
received is 11.00 a.m. on 2 May 2019. The procedure for application
and payment depends on whether, at the time at which application
and payment is made, you have an Application Form in respect of
your entitlement under the Open Offer or have Open Offer
Entitlements credited to your stock account in CREST in respect of
such entitlement. The procedures for application and payment are
set out in Part IV of the Circular.
Qualifying CREST Shareholders who are CREST sponsored members
should refer to their CREST sponsors regarding the action to be
taken in connection with the Circular and the Open Offer.
6. Overseas Shareholders
Information for Overseas Shareholders who have registered
addresses outside the United Kingdom or who are citizens or
residents of countries other than the United Kingdom appears in
paragraph 6 of Part IV of the Circular, which sets out the
restrictions applicable to such persons. If you are an Overseas
Shareholder, it is important that you read that part of the
Circular.
7. Additional Information
Your attention is drawn to the additional information set out in
Parts II to V (inclusive) of the Circular.
OPEN OFFER STATISTICS
Issue Price 0.3 pence
Number of Existing Ordinary Shares in issue as
at the Record Date* 1,455,360,464
Basis of Open Offer 1 Open Offer Share for every
17.3149811 Existing Ordinary
Shares, which has been rounded
and referred to in the Circular
as approx. 17.31
Number of Open Offer Shares ** up to 83,333,333
Open Offer Shares as a percentage of the Enlarged 5.5 per cent.
Share Capital**
Gross proceeds of the Open Offer** GBP250,000
Market capitalisation at the Issue Price GBP4,328,745
Open Offer Basic Entitlements ISIN GB00BJLMV260
Open Offer Excess Entitlements ISIN GB00BJLMY389
*Includes 12,445,378 Ordinary Shares held in treasury
**Assuming full take-up under the Open Offer (Note: Ordinary
Shares held in treasury are excluded from the Open Offer)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2019
Record Date for entitlement under Close of business on 10 April
the Open Offer
Announcement of the Open Offer 7.00 a.m. on 12 April
Ex-entitlement date of the Open 8.00 a.m. on 12 April
Offer
Publication and Posting of the Circular, 12 April
and in respect of Qualifying non-CREST
Shareholders, the Application Form
Open Offer Entitlements and Excess 8.00 a.m. on 15 April
Open Offer Entitlements credited
to stock accounts in CREST of Qualifying
CREST Shareholders
Latest recommended time and date 4.30 p.m. on 26 April
for requested withdrawal of Open
Offer Entitlements and Excess CREST
Open Offer Entitlements from CREST
Latest time and date for depositing 3.00 p.m. on 29 April
Open Offer Entitlements and Excess
CREST Open Offer Entitlements in
CREST
Latest time and date for splitting 3.00 p.m. on 30 April
Application Forms (to satisfy bona
fide market claims)
Latest time and date for receipt 11.00 a.m. on 2 May
of Application Forms and payment
in full under the Open Offer and
settlement of relevant CREST instructions
(as appropriate)
Admission and dealings in the Open 8.00 a.m. on 7 May
Offer Shares expected to commence
on AIM
Where applicable, expected date 8.00 a.m. on 7 May
for CREST accounts to be credited
in respect of Open Offer Shares
in uncertificated form
Where applicable, expected date No later than 21 May
for dispatch of definitive share
certificates for Open Offer Shares
in certificated form
Notes:
(1) If you have any questions on the procedure for acceptance
and payment, you should contact Equiniti Limited by telephone
between 8.30a.m. and 5.30 p.m. (London time) Monday to Friday
(except English and Welsh Public holidays) on 0371 384 2050 from
within the UK or + 44 121 415 0259 if calling from outside the UK.
Calls to the 0371 384 2050 number will be charged at your service
provider's network rates. Calls to the +44 121 415 0259 number will
be charged at applicable international rates. Different charges may
apply to calls from mobile telephones. Please note that Equiniti
Limited cannot provide financial advice on the merits of the Open
Offer or as to whether or not you should take up your
entitlement.
(2) The dates set out in the Expected Timetable of Principal
Events above and mentioned throughout the Circular and the
Application Form may be adjusted by Nu-Oil and Gas, in which event
details of the new dates will be notified by RIS and, where
appropriate, to Shareholders.
(3) All of the above times refer to London time unless otherwise stated.
DEFINITIONS
The following definitions apply throughout the Circular and this
announcement unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission" the admission to trading on AIM of the
Open Offer Shares taking place in accordance
with the AIM Rules for Companies, as published
and amended from time to time by the London
Stock Exchange
"AGM" the Company's AGM held on 25 January 2019
"AIM" the market of that name operated by the
London Stock Exchange
"AIM Rules for Companies" the AIM Rules for Companies, as published
and amended from time to time by the London
Stock Exchange
"AIM Rules for Nominated the rules for nominated advisers to AIM
Advisers" companies, as published and amended from
time to time by the London Stock Exchange
"Applicant" a Qualifying Shareholder or a person entitled
by virtue of a bona fide market claim
who lodges an Application Form under the
Open Offer
"Application Form" the application form which accompanies
the Circular for Qualifying non-CREST
Shareholders for use in connection with
the Open Offer
"Articles" the existing articles of association of
the Company as at the date of the Circular
"Board" the board of directors of the Company
from time to time
"certificated" or "certificated not in uncertificated form
form"
"Company" or "Nu-Oil and Nu-Oil and Gas PLC
Gas"
"CREST" the relevant system for the paperless
settlement of trades and the holding of
uncertificated securities operated by
Euroclear UK & Ireland in accordance with
the CREST Regulations
"CREST member" a person who has been admitted by Euroclear
UK & Ireland as a system-member (as defined
in the CREST Regulations)
"CREST participant" a person who is, in relation to CREST,
a system participant (as defined in the
CREST Regulations)
"CREST payment" shall have the meaning given in the CREST
Manual issued by Euroclear UK & Ireland
"CREST Regulations" the Uncertified Securities Regulations
2001, as amended
"CREST sponsor" a CREST participant admitted to CREST
as a CREST sponsor
"CREST sponsored member" a CREST member admitted to CREST as a
sponsored member (which includes all CREST
Personal Members)
"Directors" the directors of the Company at the date
of the Circular whose names are set out
on page 4 of the Circular
"Enlarged Share Capital" the issued ordinary share capital of the
Company immediately following Admission
"enabled for settlement" in relation to Open Offer Entitlements
or Excess Open Offer Entitlements, enabled
for the limited purpose of settlement
of claim transactions and unmatched stock
event transactions (each as described
in the CREST Manual issued by Euroclear
UK & Ireland)
"Euroclear UK & Ireland" Euroclear UK & Ireland Limited, the operator
or "Euroclear" of CREST
"Excess Application Facility" the arrangement pursuant to which Qualifying
Shareholders may apply for Open Offer
Shares in excess of their Open Offer Entitlements
"Excess CREST Open Offer in respect of each Qualifying CREST Shareholder,
Entitlements" the entitlement to apply for Open Offer
Shares in addition to his Open Offer Entitlement
credited to that Shareholder's stock account
in CREST, pursuant to the Excess Application
Facility, which is conditional on the
Shareholder taking up their Open Offer
Entitlement in full and which may be subject
to scaling back in accordance with the
provisions of the Circular
"Excess Open Offer Entitlement" an entitlement for each Qualifying Shareholder
to apply to subscribe for Open Offer Shares
in addition to that Shareholder's Open
Offer Entitlement pursuant to the Excess
Application Facility which is conditional
on the Shareholder taking up their Open
Offer Entitlement in full and which may
be subject to scaling back in accordance
with the provisions of the Circular
"Excess Shares" Open Offer Shares in addition to the Open
Offer Entitlement for which Qualifying
Shareholders may apply under the Excess
Application Facility
"Excluded Territories" the United States, Australia, Canada,
Japan, the Republic of South Africa, the
Republic of Ireland and any other jurisdiction
where the extension or availability of
the Open Offer would breach any applicable
law or regulations
"Existing Ordinary Shares" the 1,455,360,464 existing issued ordinary
shares of GBP0.001 each in the capital
of the Company as at the date of the Circular
"FCA" the Financial Conduct Authority of the
United Kingdom
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"Group" the Company and its subsidiary undertakings
"GTW" Gas-to-Wire
"ISIN" International Securities Identification
Number
"Issue Price" 0.3 pence per Open Offer Share
"London Stock Exchange" London Stock Exchange plc
"Member Account ID" the identification code or number attached
to any member account in CREST
"MFDevCo" Marginal Field Development Company (MFDevCo)
Ltd
"Money Laundering Regulations" the Money Laundering Regulations 2017
(as amended)
"Novum" Novum Securities Limited
"Official List" the Official List of the UK Listing Authority
"Open Offer" the invitation to Qualifying Shareholders
to subscribe for Open Offer Shares at
the Issue Price on the terms of and subject
to the conditions set out or referred
to in Part IV of the Circular and, where
relevant, in the Application Form
"Open Offer Entitlement" the pro rata basic entitlement for Qualifying
Shareholders to apply to subscribe for
1 Open Offer Share for every 17.3149811
Existing Ordinary Shares held by them
on the Record Date pursuant to the Open
Offer
"Open Offer Shares" the 83,333,333 Open Offer Shares for which
Qualifying Shareholders are being invited
to apply under the terms of the Open Offer
"Ordinary Shares" ordinary shares of GBP0.001 each in the
capital of the Company
"Overseas Shareholders" Shareholders who are resident in, or who
are citizens of, or who have registered
addresses in, territories other than the
United Kingdom
"Participant ID" the identification code or membership
number used in CREST to identify a CREST
member or other CREST participant
"Placing" the placing of the Placing Shares, which
completed on 5 April 2019
"Placing Shares" 83,333,333 Ordinary Shares which were
admitted to trading on AIM on 5 April
2019 pursuant to the Placing
"Prospectus Rules" the rules made by the FCA under Part VI
of FSMA in relation to offers of transferable
securities to the public and admission
of transferable securities to trading
on a regulated market
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing
Ordinary Shares on the register of members
of the Company at the close of business
on the Record Date are held in CREST form
"Qualifying non-CREST Shareholders" Qualifying Shareholders whose Existing
Ordinary Shares on the register of members
of the Company at the close of business
on the Record Date are held in certificated
form
"Qualifying Shareholders" holders of Existing Ordinary Shares (other
than treasury shares) on the Company's
register of members at the Record Date
(other than certain Overseas Shareholders)
"Record Date" means 6.00 p.m. on 10 April 2019
"Receiving Agent" Equiniti Limited, Corporate Actions, Aspect
House, Spencer Road, Lancing, West Sussex,
BN99 6DA
"Registrar", or "SLC" SLC Registrars, Elder House, St Georges
Business Park, Brooklands Road, Weybridge,
Surrey KT13 0TS
"Resolution 7" resolution 7, proposed to then shareholders
of the Company at the AGM, which empowered
directors of the Company to allot shares
with a nominal value of GBP1,023,020 on
a non-pre-emptive basis, pursuant to section
570 of the Act
"RIS" a Regulatory Information Service, which
has the meaning given to it in the AIM
Rules for Companies
"Shareholders" holders of Existing Ordinary Shares
"SPV" special purpose vehicle
"Strand Hanson" Strand Hanson Limited, Nominated and Financial
Adviser to the Company
"stock account" an account within a member account in
CREST to which a holding of a particular
share or other security in CREST is credited
"subsidiary" a "subsidiary undertaking" as that term
is defined in the Act
"UK Listing Authority" the FCA acting in its capacity as the
competent authority for the purposes of
Part VI of FSMA
"uncertificated" or "uncertificated recorded on the relevant register or other
form" record of the share or other security
concerned as being held in uncertificated
form in CREST, and title to which, by
virtue of the CREST Regulations, may be
transferred by means of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland
"GBP" or "Pounds" UK pounds sterling, being the lawful currency
of the United Kingdom
"United States", "USA" or the United States of America, its territories
"US" and possessions and any state of the United
States of America and the District of
Colombia
"US Securities Act" the United States Securities Act of 1933,
as amended
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 rns@lseg.com or visit www.rns.com.
END
IOEEANLFFELNEFF
(END) Dow Jones Newswires
April 12, 2019 02:00 ET (06:00 GMT)
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