TIDMPET
RNS Number : 8891R
Petrel Resources PLC
01 November 2019
1(st) November 2019
Petrel Resources plc
("Petrel" or "the Company")
Proposals by investor group to increase holding to 51%
A Circular will be dispatched today to Shareholders giving
Notice of an Extraordinary General Meeting to be held in Dublin on
November 21st at 12 noon at which meeting approval will be sought
to issue 64,035,976 new ordinary shares at 1.25 cent a share to the
Concert Party being private equity investors and friends and
business acquaintances of Mr Roger Edward Tamraz or Mr Michel
Fayad.
Should the shareholders approve, the Concert Party will then
hold 51% of the issued ordinary shares of Petrel. Mr Fayad will
directly hold 7% of Petrel, Mr Tamraz 7% and Mr Mehraik 3.5%.
Mr Fayad, a Director of Petrel is a private equity investor and
founder of Boost Incorporated an integrated international oil
company. Mr Mehraik, is a private investor and president of Tamoil
USA Inc. Mr Tamraz specialises in oil, gas and banking. He founded
among other ventures, Tamoil and Oil Capital Ltd (OCL) Inc. and was
a leading figure in the development of the SUMED and BTC
pipelines.
It is anticipated that a flow of potential investment proposals
will be offered to Petrel.
Regulatory approval has been received from The Irish Takeover
Panel to proceed with the proposals.
Details of the proposal and on the individuals involved are
contained in the Circular, extracts from which are included in Part
II to this Announcement and which is available on the Company's
website: www.petrelresources.com.
John Teeling, chairman, commented. "I am absolutely delighted
that we have the regulatory clearance to proceed with the increase
in shareholding of the group headed up by Messrs Tamraz and Fayad
to 51% of the issued share capital following the initial
subscription by this group in July. This group brings a wealth of
oil, gas and financial expertise to Petrel. And we look forward to
a potential flow of deals. Mr Fayad and Mr Tamraz will be in
attendance at the meeting in Dublin on November 21(st) . The future
looks exciting".
PART II
Approval of Whitewash Resolution under Rule 9 of the Irish
Takeover Rules
And
Notice of Extraordinary General Meeting
1. Introduction
On 25 July 2019 the Company entered into a conditional agreement
with Mr Roger Edward Tamraz and Mr Michel Fayad whereby they would
procure the subscription, through a private placing, for an initial
44,788,913 ordinary shares in the capital of the Company (Placing
Shares) (representing a 29.99 per cent. interest after such
allotment) at 1.25 cent per ordinary share (Step One). The parties
further agreed, subject to the granting of a waiver by the Takeover
Panel of any mandatory offer which may arise under the Takeover
Rules, that an additional 64,035,976 ordinary shares in the capital
of the Company (New Ordinary Shares) (representing 30.01 per cent.
interest after such allotment) would be subscribed for at 1.25 cent
per share (Step Two). It was agreed by the Board that it is in the
best interests of the Shareholders of the Company to carry out the
Transaction in two stages in order to secure the investment in the
Company, subject to and conditional upon, in respect of Step Two,
the conditions referred to in this Circular.
2. The Transaction
The Transaction will result in the allotment of a total of
108,824,889 ordinary shares, which is an increase by more than 100
per cent. of the Company's issued share capital prior to the
Transaction. The Transaction, therefore, constitutes a reverse
takeover (Reverse Takeover) within the meaning of the Irish
Takeover Rules.
Step One was completed and announced on 30 July 2019 whereby the
Company raised EUR559,861 by the issue of the 44,788,913 Placing
Shares of to the following subscribers:
Subscriber No. of Ordinary Shares % Interest
subscribed for
Mr Roger Edward Tamraz 14,934,615 10.00%
Mr Michel Fayad 14,934,615 10.00%
Mr Said Mehraik 7,467,308 5.00%
Mr Marc, Jean-Louis, d'Hombres 1,493,462 1.00%
Mr George Mgaloblichvili 1,493,462 1.00%
Mr Antoine Baaklini 1,493,462 1.00%
Mr Nikolay Paskalev Paskalev 1,493,462 1.00%
Mrs Dolly Khoury 1,478,527 0.99%
Each of the above parties and Netoil has confirmed to the
Company, having regard to their business relationships, that they
should be regarded as a concert party for the purposes of the
Takeover Rules (Concert Party). The individual members of the
Concert Party are private equity investors and friends and business
acquaintances of Mr Roger Edward Tamraz or Michel Fayad who have
collaborated together on a number of private investments in the oil
and gas and related sectors over the last ten years.
Pursuant to Step Two it is intended that, subject to and
conditional upon the Whitewash Resolution being passed by the
Independent Shareholders on a poll, Netoil will subscribe for and
be allotted the New Ordinary Shares at a subscription price of 1.25
cent each, representing in aggregate 30.01 per cent. of the
Company's Enlarged Share Capital. The aggregate holding by the
Concert Party will then be 51 per cent of the Company's Enlarged
Share Capital. At the time of the initial agreement in July, this
price represented the fair market value of the stock and in the
Board's view continues to do so on fundamentals, particularly given
the regulatory uncertainty over existing Petrel projects in
Ireland, Ghana, and Iraq, together with a reasonable expectation of
quality investment-grade deal flow from the new shareholders, as
well as enhanced financial credibility and funding capabilities
arising from their involvement. The subsequent appreciation of the
Petrel share price confirms the Board's view that the proposed
increase in the holding of the Concert Party and in particular the
direct investment by Netoil as a substantial shareholder in its own
right remains in the best interests of Petrel Shareholders.
Moreover, Netoil and the principal members of the Concert Party
(being the Locked-in Parties) have agreed to be locked in for a
period being the earlier of 12 months from the date of Admission or
the date of completion of a Substantial Transaction so unlike other
shareholders will not be able to trade their shares (including
those subscribed in the earlier July Placing) until it is clear
what benefit they have brought, as hoped, to the Company.
Netoil is a limited liability Bulgarian incorporated company. It
was incorporated on 25 July 2019 under registration number
205764057 with a registered office located at Boulevard
Tzarigradsko Shosse 101, et. 7, Sofia 113, Bulgaria. The current
shareholders of Netoil are Mr Michel Fayad (50%) and Mr Said
Mehraik (50%). Mr Roger Edward Tamraz will become a shareholder of
this company (he will then hold 34%, Mr. Michel Fayad will then
hold 33% and Mr. Said Mehraik will then hold 33%). The directors of
Netoil are Mr. Michel Fayad, Mr. Said Mehraik, Mr. Nikolay
Paskalev, Paskalev. As Netoil is a newly incorporated company it
has not traded to date and has not published any financial
information. It is currently funded by its existing
shareholders.
Mr. Michel Fayad is a private equity investor. He has experience
in business development, project management and project finance. He
started his career as Financial Analyst at the MENA Hedge Fund of
the Evolvence Group in Dubai (United Arab Emirates). He is founder
and director of Boost Incorporated, an integrated international oil
company.
Mr. Said Mehraik is a private equity investor. He has experience
in European oil and gas, hotels, banking and finance groups. He was
the former Chief Executive Officer and Chief Financial Officer at
Milshare (Financial Holding) and a former Chief Accounting Officer
of Oil Capital Ltd. (OCL) Inc. He is the President of Tamoil USA
Inc.
Mr. Roger Edward Tamraz is a private equity investor
specialising in oil & gas, banking, reorganisations and
restructurings. His past holdings and directorships of companies in
the oil & gas and related sectors include Intra Investment
Company, of which Mr Tamraz was founder and director. Intra
Investment Company owned Chantiers Navals de la Ciotat (CNC), the
second largest shipyard in France. Mr Tamraz established the First
Arabian Corporation, having purchased and combined the Italian
assets of Amoco (Standard Oil Company of Indiana). Mr Tamraz
founded Tamoil (Tamraz Oil) and Oil Capital Limited (OCL) Inc.
(which acquired the exploration and development rights and equity
ownership positions in Turkmenistan's Blocks I (offshore) and III
(onshore), two of the country's major oil and gas producing
properties. In addition, Mr Tamraz has been involved at a senior
level with the following very successful projects in the oil &
gas sector: the Suez-Mediterranean (SUMED) Pipeline, Ar-Razi
(formerly Japanese Saudi Methanol Company), and the
Baku-Tbilisi-Ceyhan (BTC) Pipeline.
3. AIM Rule 13 - Related Party Transaction
As aforementioned, the Directors consider that the subscription
price of 1.25 cent remains appropriate for the injection of further
funds into the Company. Accordingly, also taking into account:
1. the Relationship Agreement designed to ensure that the
Company can actually carry on the Business independently of Roger
Tamraz, Michel Fayad, Said Mehraik and Netoil,
2. the Lock-in over the Ordinary Shares in the Company held by
the Lock-in Parties (including Placing Shares acquired in the July
Placing and the New Ordinary Shares), and
3. the opportunity for Shareholders to approve or otherwise the arrangements,
the Directors, other than Mr Michel Fayad, who is a member of
the Concert Party, are independent of the Transaction (Independent
Directors), consider having consulted with the Company's Nominated
Adviser, that the terms of the Transaction are fair and reasonable
in so far as the Shareholders of the Company are concerned.
4. Admission to Trading
The New Ordinary Shares are being issued pursuant to the
existing authorities approved by the Shareholders on 24(th) July
2019 at the Annual General Meeting.
Admission to trading of the New Ordinary Shares is expected to
occur on or before 25 November 2019, assuming the Whitewash
Resolution is passed. Following Admission, the Company will have
213,382,135 Ordinary Shares in issue. The Company holds no shares
in treasury. Shareholders should use the figure of 213,382,135 as
the denominator for the calculations by which they will determine
if they are required to notify their interest in or change to their
interest in the Company, under the FCA's Disclosure Guidance and
Transparency Rules.
5. Future Strategy
Post the Transaction the future strategy of the Company will be
the continued oil & gas exploration, development and production
in the MENA region, as well as the development of oil & gas
pipelines in the Middle East. Netoil shareholders and executives
are intimately familiar with oil projects in the region,
particularly in Iraq, and Libya, but have lacked an appropriate
operating vehicle until Netoil's investment in Petrel. Conversely,
Petrel has longstanding operating experience in Iraq and
neighbouring countries, but has hitherto lacked substantial backers
familiar with the region. Co-operation between the two expands the
opportunities available.
Any such transaction will be subject to customary legal,
licencing and accounting due diligence and regulatory compliance
including compliance with the Irish Takeover Rules and the AIM
Rules as appropriate. Subject to the relative size of such
transaction, it may constitute a reverse takeover under the AIM
Rules requiring shareholder approval and a full re-Admission
process.
6. Dispensation from Rule 9 of the Takeover Panel
The Transaction will give rise to certain considerations under
the Takeover Rules. Brief details of the Takeover Rules and the
protections they afford are described below.
Under Rule 9 of the Takeover Rules, where any person or any
persons acting in concert acquire, whether by a series of
transactions over a period of time or not, a holding in shares
which (taken together with shares already held by that person or by
persons acting in concert) carry 30 per cent. or more of the voting
rights of a company which is subject to the Takeover Rules, that
person, or in case of persons acting in concert such one or more
persons as the Panel may direct, will be obliged to make a general
offer to all the holders of any class of equity share capital or
other class of transferable securities carrying voting rights in
that company in accordance with Rule 9 of the Takeover Rules unless
that obligation has been waived by the Panel.
Under the Takeover Rules, when the issue of new securities in
consideration for an acquisition or a cash subscription would
otherwise result in an obligation to make a general offer under
Rule 9 of the Takeover Rules, the Takeover Panel will normally
grant a waiver of that obligation subject to, inter alia, an
Independent Shareholders vote on a poll at an extraordinary general
meeting approving the proposals which would otherwise give rise to
the obligation to make an offer. The relevant resolution in this
case is the Whitewash Resolution.
On completion of the Transaction, Petrel will allot and issue
the New Ordinary Shares, equal to 30.01 per cent. of the issued
share capital of the Company after such allotment and issue. As a
result, the Concert Party will hold 51 per cent. of the voting
rights in Petrel and would ordinarily be obliged to make a cash
offer pursuant to Rule 9 of the Takeover Rules for the remaining
issued shares of Petrel. Therefore, Petrel and the Concert Party
have sought a Rule 9 Waiver from the Takeover Panel to permit the
Concert Party to acquire a 51 per cent shareholding without the
need to make a general offer under the Takeover Rules, which the
Panel has agreed to waive subject to:
(i) the passing of the Whitewash Resolution by Independent
Shareholders at the EGM. Voting on the Whitewash Resolution will be
put to a poll, as required by the Takeover Rules; and
(ii) the approval by the Panel of a circular to Shareholders in
accordance with the whitewash guidance note of Rule 9 in the
Takeover Rules. This Circular has been so approved in this respect
only.
The Whitewash Resolution is subject to the approval of a simple
majority of the Independent Shareholders on a poll and each
Independent Shareholder will be entitled to one vote for each
Existing Ordinary Share held. None of the members of the Concert
Party will vote on the Whitewash Resolution.
Assuming the Whitewash Resolution is passed, as noted above,
upon Admission the Concert Party will control the voting rights of
Placing Shares and New Ordinary Shares representing 51 per cent. of
the Enlarged Share Capital. Accordingly, following Admission and
for so long as the Concert Party holds more than 50 per cent. of
the Company's voting share capital (for the purposes of the
Takeover Rules), the Concert Party might then be permitted by the
Panel to increase their holding in the Company without incurring an
obligation under Rule 9 to make a general offer for the
Company.
7. Reverse Takeover Transaction under the Irish Takeover Rules
If approved, the Transaction will result in an increase by more
than 100 per cent. of the Company's existing issued share capital
that confers voting rights and therefore the transaction is
classified by the Takeover Panel as a "reverse takeover
transaction". Pursuant to Rule 3.2 of the Takeover Rules, the Board
is therefore required to obtain competent independent advice that
the entering into the reverse takeover transaction is in the
interests of its Shareholders.
Your attention is drawn to paragraph 16 of this Part 1 which
provides a recommendation from the Directors in relation to the
Waiver/Whitewash Resolution and the reverse takeover
transaction.
8. The Concert Party
The Concert Party includes each of Mr Roger Edward Tamraz, Mr
Michel Fayad, Mr Said Mehraik, Netoil Inc Ltd, being also subject
to Lock-in Deed and Relationship Agreement, Mr Marc, Jean - Louis,
d'Hombres, Mr George Mgaloblichvil, Mr Antoine Baaklini, Mr Nikolay
Paskalev Paskalev and Mrs Dolly Khouny.
Further details on each member of the Concert Party are set out
in Part 3 of this Circular.
9. Summary of The Relationship Agreement
On the implementation of Step Two of the Transaction, Mr Roger
Tamraz, Mr Michel Fayad, Mr Said Mehraik and Netoil (Significant
Shareholders) will together be interested in 101,372,514 Ordinary
Shares representing 47.51 per cent. of the Enlarged Share Capital.
Pursuant to an agreement dated 30 October 2019 made between (1) the
Company, (2) Mr Roger Tamraz, (3) Mr Michel Fayad (4) Mr Said
Mehraik, (5) Netoil Inc Ltd and (6) Beaumont Cornish Limited
(Relationship Agreement) the parties, agreed procedures to manage
the relationship between them to ensure, inter alia, that:
(a) the Company will at all times be capable of carrying on the
Business independently of Mr Roger Tamraz, Mr Michel Fayad, Mr Said
Mehraik and Netoil; and
(b) all transactions and arrangements between the Company and Mr
Roger Tamraz, Mr Michel Fayad, Mr Said Mehraik and/or Netoil will
be at arm's length and on normal commercial terms.
The Relationship Agreement provides that for so long as any
Significant Shareholders individually or collectively are
interested in voting rights representing more than 30 per cent of
the rights to vote at a general meeting of the Company attaching to
shares, they shall, be entitled to nominate two directors for
appointment to the Board.
All director appointments are subject to the satisfactory
completion of the Nomad's due diligence and overall agreement that
the enlarged board structure post appointment(s) is appropriate for
a company admitted to trading on AIM.
The provisions of the Relationship Agreement will remain in
force for so long as: -
1. the Placing Shares and New Ordinary Shares are admitted to trading on AIM; and
2. each of Mr Roger Tamraz, Mr Michel Fayad, Mr Said Mehraik and
Netoil individually or together are interested in voting rights
representing 30% or more of the rights to vote at a general meeting
of the Company.
10. Summary of Lock-in Deed
On the implementation of Step Two of the Transaction, Mr Roger
Tamraz, Mr Michel Fayad, Mr Said Mehraik and Netoil (Lock-in
Parties) will be the owner of 47.51 per cent. of the Enlarged Share
Capital. Pursuant to an agreement dated 30 October 2019 made
between (1) the Company, (2) Mr Roger Tamraz, (3) Mr Michel Fayad,
(4) Mr Said Mehraik, (5) Netoil and (6) Beaumont Cornish (Lock-in
Deed), the Lock-in Parties, agreed to enter into certain
restrictions with regard to the disposal of the Ordinary Shares in
the Company held by them (including Placing Shares acquired in the
July Placing and the New Ordinary Shares) to ensure, inter alia,
that each of Mr Roger Tamraz, Mr Michel Fayad, Mr Said Mehraik and
Netoil will not effect any disposal of the Ordinary Shares held by
them during the lock-in period being the earlier of 12 months from
the date of Admission or the date of completion of a Substantial
Transaction.
11. Wider Intentions of the Concert Party
The current Chairperson of the Company, Mr John Teeling, will
remain as an executive director. The members of the Concert Party
have confirmed to the Company that it is not proposing to seek a
change in the general nature of the Company's business.
The members of the Concert Party have also confirmed that they
do not intend to make any changes regarding the locations of the
Company's places of business or the continued employment of its
employees and management nor does the Concert Party intend that
there should be any redeployment of the fixed assets of the
Company. Post the Transaction the future strategy of the Company
will be the continued oil & gas exploration, development and
production in the MENA region, as well as the development of oil
& gas pipelines in the Middle East.
The Concert Party intends that the Company should remain quoted
on AIM and may only vote their shareholding in favour of a
cancellation from admission to trading on AIM if the Independent
Directors recommend such cancellation.
12. Extraordinary General Meeting and the Whitewash
Resolution
A notice convening the Extraordinary General Meeting is set out
in the Appendix to this Circular, at which the Whitewash
Resolution, will be proposed.
The EGM will take place at 21 November 2019.
The Whitewash Resolution is being proposed as an ordinary
resolution and requires a simple majority of the votes cast to be
cast in favour on a poll in order for it to be passed.
13. Effect of not approving the Whitewash Resolution
Should Shareholders not vote in favour of the Whitewash
Resolution set out in the Appendix to this Circular, the Board
would not be able to proceed with Step Two of the Transaction and
would have to seek alternative sources of capital in the near term.
There is no guarantee that the Board would be successful in raising
this capital on terms acceptable to Shareholders or at all.
If you are in any doubt about the contents of this document or
as to the action you should take, you are recommended immediately
to seek your own personal financial advice from your stockbroker,
bank manager, solicitor, accountant, or other independent financial
adviser authorised pursuant to the Financial Services and Markets
Act 2000 ("FSMA"), or, in the case of Shareholders in a territory
outside Ireland and the United Kingdom, from another appropriately
authorised independent financial adviser.
14. Action to be taken in respect of the Extraordinary General Meeting
For Existing Shareholders who hold their shares in certificated
form, you will find enclosed with this document a Form of Proxy for
use by such Shareholders at the Extraordinary General Meeting.
Whether or not you wish to attend the Extraordinary General
Meeting, you are requested to complete and sign the Form of Proxy
and return it to the Company's Registrars, Computershare, 3100 Lake
Drive, Citywest Business Campus, Dublin 24, Ireland so as to arrive
no later than 48 hours before the time appointed for the
Extraordinary General Meeting. The return of the Form of Proxy will
not prevent you from attending the Extraordinary General Meeting
and voting in person should you wish to do so.
Alternatively, for those who hold Existing Ordinary Shares in
CREST, an Existing Shareholder may appoint a proxy by completing
and transmitting a CREST Proxy Instruction to Computershare. In
each case the proxy
appointment must be received by no later than 12.00 p.m. on 19
November 2019. The completion and return of either an electronic
proxy appointment notification or a CREST Proxy Instruction (as the
case may be) will not prevent a Shareholder from attending and
voting in person at the Extraordinary General Meeting or any
adjournment thereof, should such Existing Shareholder wish to do
so.
15. Additional Information
Your attention is drawn to Part 3 of this document which
contains certain additional information in respect of Petrel.
Shareholders are advised to read the whole of this document and not
rely solely on the summary information set out in this letter.
16. Recommendation
The Independent Directors consider that the Transaction is in
the best interest of the Company and its Shareholders as a
whole.
The Independent Directors, having been so advised by Beaumont
Cornish, consider the Waiver and the entry into the reverse
takeover transaction, as defined by the Takeover Rules, to be in
the best interests of the Shareholders and the Company as a whole.
In providing advice to the Independent Directors, Beaumont Cornish
has taken into account the commercial assessments of the
Independent Directors.
The Independent Directors unanimously recommend that all
Independent Shareholders vote in favour of the Whitewash Resolution
to be proposed at the Extraordinary General Meeting, as they intend
to do in respect of their beneficial holdings which amount to, in
aggregate, 11,415,769 existing ordinary shares (including the
Company's Secretary's shares), representing 7.64 per cent. of the
Company's issued share capital as at the date of the Circular.
This announcement contains inside information for the purposes
of Article 7 of Regulation 596/2014.
For further information please visit
http://www.petrelresources.com/ or contact:
Enquiries:
Petrel Resources
John Teeling, Chairman +353 (0) 1 833 2833
David Horgan, Director
Nominated Adviser and Broker
Beaumont Cornish - Nominated Adviser
Felicity Geidt
Roland Cornish +44 (0) 020 7628 3396
Novum Securities Limited - Broker
Colin Rowbury +44 (0) 20 399 9400
Blytheweigh - PR +44 (0) 20 7138 3206
Julia Tilley +44 (0) 207 138 3553
Fergus Cowan +44 (0) 207 138 3208
Teneo
Luke Hogg +353 (0) 1 661 4055
Alan Tyrrell +353 (0) 1 661 4055
APPIX
DEFINITIONS
In this Announcement the following expressions have the
following meanings.
"Act" or "Companies the Companies Act 2014 of Ireland
Act"
"Admission" the admission of the New Ordinary Shares
to trading on AIM becoming effective in accordance
with the AIM Rules, assuming the proposed
Resolution is passed
"AIM" the AIM market of the London Stock Exchange
"AIM Rules" the rules for AIM companies and their nominated
advisers issued by the London Stock Exchange
governing the admission to and the operation
of AIM
"Articles of Association" the articles of association of the Company
"Beaumont Cornish", Beaumont Cornish Limited incorporated and
"Nomad", or "Nominated registered in England and Wales with company
Adviser" number 3311393 whose registered office is
at 3 Hardman Street, Manchester, M33HF, England
"Board" the board of Directors of the Company
"Business" the business carried on by the Company, namely
oil and gas exploration
"Business Day" a day (other than Saturdays, Sundays, public
holidays or bank holidays) on which banks
are generally open for normal business in
Ireland;
"Circular" this document dated 30 October 2019, containing
information about the proposed Resolution
and the Extraordinary General Meeting
"Company", "Petrel" Petrel Resources Plc, a public limited company
or "Petrel Resources" incorporated in Ireland with registered number
92622 and registered office at 162 Clontarf
Road, Dublin 3
"Concert Party those persons whose names and details are
set out in Part 3 of this document, being
the persons that the Company has agreed with
the Panel are acting in concert within the
meaning of the Takeover Rules
"CREST" the computer based settlement system and
procedures which enable title to securities
to be evidenced and transferred without a
written instrument and which is operated
by Euroclear
"CREST Regulations" the Companies Act, 1990 (Uncertificated Securities)
Regulations 1996 (S.I. 68/1996) of Ireland
(as amended)
"Directors" the directors of the Company, whose names
are set out on page 8
"Disclosure Date" as at the close of business on 29 October
being the latest practicable date prior to
the publication of this document
"Enlarged Share Capital" the Existing Ordinary Shares and the New
Ordinary Shares
"Existing Ordinary Shares" the 104,557,246 ordinary shares of EUR0.0125
each in the capital of the Company in issue
as at the date of this document (being the
entire issued ordinary share capital of the
Company)
"Existing Shareholders" holders of the Existing Ordinary Shares
"Extraordinary General the extraordinary general meeting of the
Meeting" or "EGM" Company convened for 21 November 2019 to
approve the Resolution
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and
Wales and the operator of CREST
"Form of Proxy" as included in this notice of EGM
"Independent Directors" John Teeling, David Horgan, Riadh Mahmoud
Hameed
"Independent Shareholders"
the shareholders of the Company excluding
members of the Concert Party
"Lock-in Deed"
the lock-in deed entered into between the
Company and Mr Roger Edward Tamraz, Mr Michel
Fayad, Mr Said Mehraik, Netoil and Beaumont
Cornish on 30 October 2019 further details
on which are set out in paragraph 12 of Part
1 of this document
"Lock-in Parties" Mr Roger Edward Tamraz, Mr Michel Fayad,
Mr Said Mehraik, and Netoil Inc Ltd
"July Placing" a private placing of 44,788,913 Ordinary
Shares in the capital of the Company at 1.25
cent per Ordinary Shares entered into on
25 July 2019 pursuant to the Transaction
"London Stock Exchange" London Stock Exchange plc
"Netoil" Netoil Inc Ltd, a limited liability company
incorporated and registered in Bulgaria with
company number 205764057 whose registered
office is at Boulevard Tzarigradsko Shosse
101, et. 7, Sofia 113, Bulgaria
"New Ordinary Shares" the 64,035,976 new ordinary shares in the
capital of the Company to be allotted to
Netoil pursuant to the terms of the Transaction
"Notice" or "Notice the accompanying notice of the extraordinary
of EGM" or "Notice of general meeting, as set out at the end of
Extraordinary General this document
Meeting"
"Ordinary Shares" ordinary shares of EUR0.0125 each in the
capital of the Company
"Placing Shares" the 44,788,913 ordinary shares in the capital
of the Company issued and allotted on 30
July 2019 pursuant to the Transaction
"Relationship Agreement" the relationship agreement entered into between
the Company, Roger Edward Tamraz, Michel
Fayad, Said Mehraik, Netoil and Beaumont
Cornish on 30 October 2019, further details
on which are set out in paragraph 11 of Part
1 of this document
"Restricted Jurisdiction" the United States, Australia, Canada, Japan,
New Zealand and the Republic of South Africa
and any other jurisdiction in which it would
be unlawful to distribute the document and
would be required to be approved by a regulatory
body
"Shareholders" holders of shares (of any class) in the capital
of the Company
"Significant Shareholders"
Mr Roger Tamraz, Mr Michel Fayad, Mr Said
Mehraik and Netoil
"Substantial Transaction"
any transaction which would come within the
definition of a Reverse Takeover under Rule
14 of the AIM Rules whether or not such transaction
is effected on AIM or another public market
"Takeover Rules" or the Irish Takeover Panel Act 1997, Takeover
the "Irish Takeover Rules 2013
Rules"
"Takeover Panel" the Irish Takeover Panel, established pursuant
to the Irish Takeover Panel Act 1997
"Transaction" the conditional agreement entered into by
the Company with Mr Roger Edward Tamraz and
Mr Michel Fayad for the subscription, through
a private placing, for an initial 44,788,913
ordinary shares in the capital of the Company
(representing a 29.99% interest after such
allotment) at 1.25 cent per ordinary share
which completed on 30 July 2019 (Step One)
and a further allotment of 64,035,976 ordinary
shares in the capital of the Company (representing
a 30.01% interest after such allotment) at
1.25 cent per ordinary share, subject to
the approval of the Takeover Panel (Step
Two).
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland
"UK Listing Authority" the Financial Conduct Authority acting in
or "UKLA" its capacity as the competent authority for
the purposes of Part VI of the Financial
Services and Markets Act 2000
"Waiver" the waiver of the requirements of Rule 9
of the Takeover Rules as described in further
detail in paragraph 7 of Part 1 of this document
that would otherwise arise on the Concert
Party to make a general offer to all the
Shareholders pursuant to Rule 9 of the Takeover
Rules as a result of the issue of New Ordinary
Shares
"Whitewash Resolution" the resolution set out in the Notice to be
proposed at the Extraordinary General Meeting
for approval by the Independent Shareholders
on a poll.
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
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCFMMFGNMMGLZM
(END) Dow Jones Newswires
November 01, 2019 03:00 ET (07:00 GMT)
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