TIDMNUOG
RNS Number : 3610D
Nu-Oil and Gas PLC
25 June 2019
25 June 2019
Nu-Oil and Gas plc
("Nu-Oil" or "the Company")
Publication of Circular and Notice of General Meeting
The Company announces that it is today providing a circular to
Shareholders (the "Circular") and a form of proxy ("Form of Proxy")
in relation to a general meeting of the Company (the "General
Meeting").
The Circular contains notice of the General Meeting, which will
be held at 11:00 a.m. on Friday 12 July 2019 at Chamber Space,
Elliot House, 151 Deansgate, Manchester, M3 3WD. A copy of the
Circular and the Form of Proxy will shortly be made available on
the Company's website at
http://nu-oilandgas.com/investors/reports-and-circulars.
Depending on shareholders' mailing preferences the Company will
today post a copy of the Circular or letter, accompanied by a Form
of Proxy.
The key sections of the Circular have been extracted and
included in the announcement below.
INTRODUCTION AND BACKGROUND TO THE RESOLUTIONS
The Company announces a proposal that it be granted a new
authority, free of open offer encumbrance, to issue shares on a
non-pre-emptive basis. In presenting this proposal the Directors
have carefully considered the future development of the Company and
its group. In particular, it is envisaged future activities may
require the issue of new shares without an open offer attached to
allow the Board the flexibility to implement its strategy.
This announcement provides the background to the proposal and
explains why the Board considers it to be in the best interests of
the Company and Shareholders as a whole and why they recommend that
Shareholders should vote in favour of the Resolutions at the
General Meeting.
The Board's objective is to grow Nu-Oil and Gas plc ("Nu-Oil")
into a successful upstream development and production company
through creating a portfolio of producing oil and gas assets.
Nu-Oil's strategy is to target undervalued opportunities within the
oil and gas sector which are generally referred to as marginal or
stranded assets. Marginal fields refer to oil and gas discoveries
or producing fields that may be sub-economic at a given time, but
which can become commercially viable using an alternative
development approach or should technical or economic conditions
change. Discoveries and existing producing fields that may be
marginal at a low oil price can also become commercially viable at
higher oil prices. Some fields require innovative technical
solutions to change the economics. Some require innovative
commercial structuring to achieve commerciality.
In addition to equity investments in projects where appropriate
opportunities and funding are identified, one of the key avenues
that Nu-Oil can pursue to achieve its strategic intent is through
its investment in Marginal Field Development Company ("MFDevCo").
Creating development options for marginal or stranded assets is a
key skill within MFDevCo, and it is working hard to establish a
strong identity in this area within the industry. A specific
solution for certain marginal fields which has generated
significant engagement across a wide range of stakeholders is
gas-to-wire.
Gas-to-wire is an established method of monetising gas resources
onshore but there have been a limited number of development plans
involving gas-to-wire in a marine environment and, although the
core components are proven in use, it has yet to be commercialised
offshore. Gas-to-wire presents significant, immediate opportunities
to secure gas assets which can be fully exploited using this
technology. It is our belief that there is a clear gap in the
market, which together with a strong rationale for and support for
the implementation of gas-to-wire presents an opportunity to create
projects that can deliver attractive returns to our
shareholders.
MFDevCo has established a consortium of international
engineering companies to support their marginal field activities as
well as specific partners dedicated to the implementation of
gas-to-wire projects, including Siemens, Marnavi Offshore and
Petrofac. Through these relationships MFDevCo has the appropriate
capability to deliver gas-to-wire projects. Together with its
partners, MFDevCo is pursuing multiple opportunities, including
gas-to-wire, which are at different stages of development. Further,
Nu-Oil continues to pursue opportunities outside MFDevCo.
Pursuing and enabling the opportunities outlined above, Nu-Oil,
and its joint venture MFDevCo and subsidiaries, need the ability to
raise capital quickly, efficiently and on the best available terms.
This is required to ensure that the Company can demonstrate its
suitability as an effective operator and achieve the best possible
returns for shareholders.
By adhering to the commitment made through undertaking the Open
Offer in April 2019, it became evident that the commitment was not
in the best interests of the Company or its shareholders because of
the restrictive effect on the availability and cost of equity
capital. Further, it is the opinion of the Board that the
administrative effort and cost associated with an open offer and
the consequent effect on the flexibility of the Company to
implement its strategy means that its removal is in the best
interests of shareholders. The method for removing the open offer
commitment is to secure a new authority via a shareholder approved
resolution at a General Meeting.
Accordingly, the Board proposes the following resolutions,
outlined below, which, if passed, will replace the authority
granted by Resolutions 6 and 7 at the AGM (including the open offer
commitment given), and will provide the directors of the Company
with a new authority to allot shares up to 35% of existing shares
in issue, unencumbered by the commitments previously made.
Historically, the Company has not utilised the full authority
granted by its Shareholders at general meetings, however this is no
guarantee that it will not use this full authority in future.
RESOLUTIONS
The following resolutions will be proposed at the General
Meeting:
-- Resolution 1: an ordinary resolution to authorise the
Directors to allot ordinary shares up to an aggregate nominal
amount of GBP524,554.
-- Resolution 2: a special resolution to dis-apply statutory
pre-emption rights in relation to the allotment of Ordinary Shares
up to an aggregate nominal amount of GBP524,554.
RECOMMENDATION
The Directors consider the passing of the Resolutions to be in
the best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that all
Shareholders vote in favour of the Resolutions as they intend to do
so in respect of their beneficial holdings amounting to, in
aggregate, 2,000,000 Existing Ordinary Shares, representing 0.1
percent. of the Company's current outstanding share capital.
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
Notes
Nu-Oil and Gas plc
Nu-Oil is a development and production company, which utilises
appropriate development approaches to create value from undeveloped
and mature oil and gas assets. Nu-Oil is building a portfolio of
development and production assets with an emphasis on stranded and
marginal discoveries which can be unlocked using cost-effective
development solutions.
Nu-Oil targets thoroughly appraised fields located in basins
with stable political and regulatory regimes. By doing so Nu-Oil
minimises exposure to the risks associated with frontier plays,
particularly exploration and appraisal risks.
www.nu-oilandgas.com
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").
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
MSCPGUPCQUPBGUA
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June 25, 2019 07:00 ET (11:00 GMT)
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