TIDMPXOG
RNS Number : 5582R
Prospex Oil and Gas PLC
30 June 2020
Prospex Oil and Gas Plc / Index: AIM / Epic: PXOG / Sector: Oil
and Gas
30 June 2020
Prospex Oil and Gas Plc ('Prospex' or the 'Company')
Result of AGM and Share Capital Reorganisation
Prospex Oil and Gas Plc, the AIM quoted investment company, is
pleased to announce that all the resolutions proposed at its Annual
General Meeting ('AGM') and as set out in the Notice of AGM of 8
June 2020 ('Notice'), held earlier today, were all duly approved by
shareholders.
A poll was held on each of the resolutions and was passed by the
required majority. Resolutions 1 to 6 were passed as ordinary
resolutions. Resolutions 7 to 9 were passed as a special
resolutions. The results of the poll were as follows:
VOTES VOTES VOTES VOTES
RESOLUTIONS FOR % AGAINST % TOTAL WITHHELD
1 - TO RECEIVE
THE ANNUAL REPORT
AND ACCOUNTS 333,232,161 99.89% 200,200 0.11% 333,583,161 0
------------ ------- ---------- ------ ------------ ----------
2 - RE-APPOINTMENT
OF DIRECTORS 331,170,502 99.52% 1,449,566 0.48% 332,770,868 812,293
------------ ------- ---------- ------ ------------ ----------
3 - RE-APPOINTMENT
OF DIRECTORS 330,170,502 99.22% 2,449,566 0.78% 332,770,868 812,293
------------ ------- ---------- ------ ------------ ----------
4 - RE-APPOINTMENT
OF AUDITORS 331,982,995 99.25% 2,365,553 0.75% 334,499,348 200,000
------------ ------- ---------- ------ ------------ ----------
5 - RE-APPOINTMENT
OF AUDITORS 330,866,808 99.25% 2,365,553 0.75% 333,383,161 200,000
------------ ------- ---------- ------ ------------ ----------
6 - ALLOTMENT
OF SHARE CAPITAL 327,052,315 98.63% 4,377,646 1.37% 331,583,161 2,000,000
------------ ------- ---------- ------ ------------ ----------
7* - CHANGE OF
NAME 331,867,008 99.49% 1,565,353 0.51% 333,583,161 0
------------ ------- ---------- ------ ------------ ----------
8* - DISAPPLICATION
OF STATUTORY
PRE-EMPTION RIGHTS 319,089,195 96.35% 4,377,746 3.65% 331,162,441 2,420,720
------------ ------- ---------- ------ ------------ ----------
9* - SHARE CAPITAL
REORGANISATION 320,322,008 96.60% 3,565,653 3.40% 331,583,161 2,000,000
------------ ------- ---------- ------ ------------ ----------
* indicates special resolution
As at the date of the AGM, the number of issued ordinary shares
of the Company was 2,213,593,136 shares, which was the total number
of shares entitling the holders to attend and vote for or against
all resolutions. In accordance with the Company's Articles of
Association, on a poll every member has one vote for every share
held. Votes withheld are not votes in law and have not been counted
in the calculation of the proportion of vote "for" or "against" a
resolution. Proxy appointments, which gave discretion to the
Chairman have been included in the "for" total.
Share Capital Reorganisation
As a result of the AGM, the Share Capital Reorganisation is
approved by shareholders as per the Notice. Commencement of trading
in the New Ordinary Shares (as defined in the Notice) is at 8.00
a.m. 1 July 2020 and the Company will then have 88,543,800 such
shares in issue. The Company holds no shares in Treasury.
Share certificates will be issued in relation to the New
Ordinary Shares to replace share certificates for existing Ordinary
Shares held in certificated form. The new ISIN code is GB00BMFZVZ53
and the new SEDOL code is BMFZVZ5.
To effect the Share Reorganisation, the Company intends,
immediately prior to the Share Reorganisation Record Date, to issue
an additional 1,864 Existing Ordinary Shares which will result in
the total number of Ordinary Shares in issue being exactly
divisible by the Share Reorganisation ratio of 25 to 1.
Since these additional shares will only represent a fraction of
a New Ordinary Share, this fraction will be combined with other
fractional entitlements and sold pursuant to the arrangements for
fractional entitlements described below.
The Share Capital Reorganisation will take place in two
stages:
Firstly, every 5,000 Existing Ordinary Shares will be
consolidated into one Consolidation Share. The Consolidation Shares
will not be held by Shareholders but are an integral part of the
Share Capital Reorganisation process (the 'Consolidation'). In
cases where a Shareholder's total holding of Existing Ordinary
Shares is not exactly divisible by 5,000 as at the Record Date, the
Consolidation will give rise to fractions of Consolidated Shares
attributable to individual shareholders. In such instances,
fractions of Consolidate Shares will not be allotted, instead they
will be aggregated and the New Ordinary shares from the
subdivision, as described below, sold for the benefit of the
Company.
Secondly, immediately following the Consolidation occurring,
each Consolidation Share will be subdivided into 200 Ordinary
Shares of GBP0.001 each and 1 New C Deferred Share of GBP4.80. The
effective share consolidation ratio is therefore 1 New Ordinary
Share (and 1 New C Deferred Share) for every 25 Existing Ordinary
Shares held.
It is estimated that the total aggregate value of all
Consolidated share fractions will amount to less than GBP500.
Holders of less than 5,000 Existing Ordinary shares will not
receive any New Ordinary Shares as part of the Share Capital
Reorganisation.
The New C Deferred Shares created by the Share Capital
Reorganisation will be effectively valueless as they will not carry
any voting rights or dividend rights. In addition, holders of New C
Deferred Shares will only be entitled to a payment on a return of
capital or on a winding up of the Company after each of the holders
of New Ordinary Shares have received a payment of GBP100,000 on
each such share. The New C Deferred Shares will not be listed or
traded on AIM and it is a condition of the issue of the New C
Deferred Shares that no share certificates will be issued in
respect of such shares. In addition, the Board may appoint any
person to act on behalf of all the holders of the New C Deferred
Shares to procure the transfer of all such shares back to the
Company, or its nominee, or cancel the New C Deferred Shares.
The rights attaching to the New Ordinary Shares will be
identical in all respects to those of the Existing Ordinary Shares.
The New C Deferred Shares will have the rights set out in
Resolution 9 and will generally rank alongside the other classes of
deferred shares in the Company.
At the time of issue of the Existing Options and Existing
Warrants, provisions were included in the relevant documentation to
adjust exercise prices following any changes to the share capital
structure of the Company. The Directors intend to adjust the
exercise prices of all of the Existing Options and the Existing
Warrants, in line with the Share Capital Reorganisation, on the
basis of one New Option and New Warrant for each 25 Existing
Options or 25 Existing Warrants. Further to this, the exercise
price will also be adjusted in line with the proposed Share Capital
Reorganisation.
Share certificates will be issued in relation to the New
Ordinary Shares to replace share certificates for Existing Ordinary
Shares held in certificated form but it is a condition to the issue
of the C Deferred Shares that no new share certificates are being
issued in respect of such shares.
Change of Name
The Company's shareholders also voted to change the Company's
name to Prospect Energy PLC. An application has been made to
Companies House for the name change, and, once approved, Prospex
will trade with the revised TIDM of AIM:PXEN. Further announcements
regarding the change of name will be made in due course.
The Company's website will become www.prospex.energy .
The capitalised terms in this announcement are as defined in the
Notice.
* * ENDS * *
For further information visit www.prospexoilandgas.com or
www,prospex.energy. Alternatively, contact the following:
Edward Dawson Prospex Oil and Gas Plc Tel: +44 (0) 20 3948
1619
Rory Murphy Strand Hanson Limited Tel: +44 (0) 20 7409
Ritchie Balmer 3494
Jack Botros
Colin Rowbury Novum Securities Limited Tel: +44 (0) 20 7399
John Belliss 9427
Duncan Vasey Peterhouse Corporate Finance Tel: +44 (0) 20 7469
0932
Frank Buhagiar St Brides Partners Ltd Tel: +44 (0) 20 7236
Cosima Akerman 1177
Notes
Prospex Oil and Gas Plc is an AIM quoted investment company
focussed on high impact onshore and shallow offshore European
opportunities with short timelines to production. The Company's
strategy is to acquire undervalued projects with multiple, tangible
value trigger points that can be realised within 12 months of
acquisition and then applying low cost re-evaluation techniques to
identify and de-risk prospects.
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END
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