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RNS Number : 6080N

TXO PLC

01 October 2012

TXO PLC

("TXO" or the "Company")

SHAREHOLDER MEETING TO INCREASE AUTHORITIES

The board of TXO announces that it is convening a general meeting of the Company to be held at 2(nd) Floor Suite, 30 Clarendon Road, Watford WD17 1JJ on Thursday 18 October 2012 at 12 noon to consider resolutions: (1) allot up to 1,000 million Ordinary Shares; and (2) allot those shares for cash non pre-emptively. A circular to this effect will today be despatched to Shareholders and is available on the company's website (www.txoplc.co.uk).

Since the Company's EGM on 20 July 2012, at which the Company renewed the board's authority to allot up to a further 400,000,000 shares, the Company has invested a further GBP350,000 into The Grand Bahama Group Limited ("GBG"), increasing the Company's shareholding in GBG by 6.54% to 23.64%. GBG has directed this investment to its wholly owned subsidiary Morgan Oil Marine (Bahamas) Limited to commence construction of its Hydrocarbon Recovery Plant, capable of processing an initial 50 gallons of used oil every minute. TXO has utilised a substantial portion of its existing authority to allot new shares in the Company for cash on a non pre-emptive basis and wishes now to seek additional authority to be in a position to continue implementing its investment policy as opportunities arise. Such investment opportunities may arise (i) from amongst TXO's existing investment portfolio, for example by exercising its option to acquire an increased interest in GBG, or (ii) from new potential investment opportunities.

Accordingly, the Directors are seeking Shareholder approval for the resolutions in order to provide the Company with the flexibility to be in a position to raise additional funds, as opportunities may arise, through the issue of new equity or equity type equivalents, such as Convertible Loan Notes or Warrants. The additional funds received will be used to further increase the Company's investment in GBG, allowing the Company to exercise it's option in GBG.

The Board is seeking the approval of Shareholder's to grant the Directors authority to issue and allot new ordinary shares of 0.1p per share ("Ordinary Shares") in the Company and to disapply pre-emption rights attached to the number of Ordinary Shares covered by that authority. The aggregate nominal amount being applied for would allow the Directors to issue up to an additional 1,000,000,000 new Ordinary Shares, representing 45.4% of the so enlarged fully diluted share capital (including shares to be issued from the exercise of warrants and the conversion of Convertible Loans), or 65.5% of the Company's so enlarged issued share capital. These authorities would be in addition to the Company's existing unused authorities to allot up to 153,541,015 new Ordinary Shares, representing approximately 12.8% of the Company's current fully diluted share capital, or 29.2% of the Company's current issued share capital.

Directors' Recommendation

The TXO board believes that it is in the Company's interests to have the flexibility to further its investment into its investee companies and/or other investment opportunities as opportunities arise. It is also the TXO board's view that as a public company it would be advantageous to the Company to have greater scale of activity and balance sheet strength.

It is the view of the TXO board that the Company should utilise its status, as a listed vehicle, to enable the board to be able to issue new equity for cash in order to capitalise on these investment opportunities.

Accordingly, the TXO Board unanimously considers each of the resolutions to be in the best interests of the Company and its Shareholders as a whole and that they are most likely to promote the success of the Company for the benefit of its Shareholders as a whole. The Directors, whose combined holdings amount to 16,200,000 Ordinary Shares, representing approximately 3.08% of the Company's issued share capital, intend to vote in favour of the resolutions.

For further information, please contact:

TXO PLC

   Tim Baldwin, Chairman           +44 (0) 207 518 4300 

Fox-Davies Capital Limited

   Richard Hail                            +44 (0) 20 3463 5027 
   Simon Leathers                       +44 (0) 20 3463 5022 

This information is provided by RNS

The company news service from the London Stock Exchange

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