TIDMJKX

RNS Number : 2971T

JKX Oil & Gas PLC

23 November 2021

23 November 2021

JKX Oil & Gas plc

("JKX", the "Company" or the "Group")

Results of General Meeting

The board of directors of the Company, is pleased to announce that the resolutions proposed at the general meeting of the Company held today at 11 a.m. were duly passed. Voting on the resolutions, which was by way of a poll, was as follows:

 
 Resolution                                        For                Against         Votes         % of      Votes 
                                                                                       Total        issued    Withheld 
                                                                                                    share 
                                                                                                    capital 
                                                                                                    voted 
                                           No.           % of    No.         % of 
                                            of           votes    of          votes 
                                            votes        cast     votes       cast 
                                          ------------  ------  ----------  ------- 
     THAT, subject to and 
      conditional upon Resolutions 
      2 and 5 set out in 
      this Notice of Extraordinary 
      General Meeting being 
      passed, the proposed 
      cancellation of the 
      ordinary shares of 
      GBP0.10 each in the 
      capital of the Company 
      (Ordinary Shares) from 
      admission to the premium 
      segment of the Official 
      List of the Financial 
      Conduct Authority and 
      to trading on the London 
      Stock Exchange's Main 
      Market for listed securities 
      (the Delisting) be 
      and is hereby approved 
      and that the directors 
      of the Company be and 
      are hereby authorised 
      to cause such Delisting 
      to be effected and 
      to do or procure to 
      be done all such acts 
      or things as they may 
      consider necessary 
      or desirable in connection 
 1    therewith.                           117,375,262   97.29   3,268,456   2.71     120,643,718   70.25%    30,217 
    ------------------------------------  ------------  ------  ----------  -------  ------------  --------  --------- 
     THAT, subject to and 
      conditional upon Resolutions 
      1 and 5 set out in 
      this Notice of Extraordinary 
      General Meeting being 
      passed, the share premium 
      account of the Company 
 2    be cancelled.                        117,385,772   97.29   3,268,446   2.71     120,654,218   70.26%    19,717 
    ------------------------------------  ------------  ------  ----------  -------  ------------  --------  --------- 
                           THAT, subject 
                           to and 
                           conditional 
                           upon 
                           Resolutions 
                           1, 2, 4 and 5 
                           set out 
                           in this 
                           Notice of 
                           Extraordinary 
                           General 
                           Meeting being 
                           passed and 
                           the Listing 
                           Cancellation 
                           becoming 
                           effective; 
                           (a) the 
                           Company be 
                           re-registered 
                           as a 
                           private 
                           company in 
                           accordance 
                           with the 
                           provisions of 
                           section 
                           97 Companies 
                           Act 2006; 
                           and 
                           (b) the name 
                           of the 
                           Company be 
                           and it is 
                           changed to 
                           "JKX Oil 
                           & Gas 
 3                         Limited".       117,385,762   97.43   3,091,249   2.57     120,477,011   70.16%    19,717 
    ------------------------------------  ------------  ------  ----------  -------  ------------  --------  --------- 
     TH AT, subject to and 
      conditional upon Resolutions 
      1, 2, 3 and 5 set out 
      in this Notice of Extraordinary 
      General Meeting being 
      passed and the Listing 
      Cancellation becoming 
      effective the amended 
      and restated Articles 
      of Association enclosed 
      in Annex I and for 
      the purposes of identification 
      initialled by the Chair 
      of the meeting be and 
      are approved and adopted 
      as the articles of 
      association of the 
      Company in substitution 
      for and to the exclusion 
      of all existing articles 
 4    of the Company                       117,385,762   97.43   3,090,416   2.57     120,476,178   70.16%    20,550 
    ------------------------------------  ------------  ------  ----------  -------  ------------  --------  --------- 
     THA T, subject to and 
      conditional upon Resolutions 
      1 and 2 set out in 
      this Notice of Extraordinary 
      General Meeting being 
      passed, the terms of 
      the conditional contract 
      dated 3 November 2021 
      between (1) the Company 
      and (2) SP Angel Corporate 
      Finance LLP under which 
      SP Angel Corporate 
      Finance LLP shall, 
      subject to the passing 
      of this resolution, 
      have the option to 
      require the Company 
      to purchase of up to 
      40,096,476 Ordinary 
      Shares, be and is approved 
      and that the Company 
      be authorised to purchase 
      such Ordinary Shares 
      on such terms, which 
      contract has been deposited 
      at the registered office 
      of the Company for 
      not less than 15 days 
      prior to the meeting 
      convened by this notice 
      and is produced to 
      the meeting and initialled 
      by the Chairman for 
      the purpose of identification, 
      and that the authority 
      conferred by this resolution 
      shall, unless varied, 
      revoked or renewed 
      prior to such time, 
      expire on 31 March 
 5    2022.                                117,417,371   97.66   2,816,154   2.34     120,233,525   70.02%    263,203 
    ------------------------------------  ------------  ------  ----------  -------  ------------  --------  --------- 
 

An amendment to Resolution 5 was proposed by the Chairman at the meeting and approved by a resolution of the members, such that the date of the expiry of the authority was extended to 31 March 2022.

As at 6.30 pm (UK time) on 21 November 2021, being the record date for the General Meeting, the Company's issued share capital consisted of 172,125,916 Ordinary Shares, carrying one vote each, with 402,771 Ordinary Shares held in treasury. Therefore, the total number of voting rights in the Company as at 21 November 2021 is 171,723,145.

The result of the General Meeting will also be made available on the Company's website: www.jkx.co.uk/investors .

The Company confirms that, as at today's date, the timetable is as follows:

 
 Court Hearing to confirm Capital Reduction(1)                               14 December 2021 
 Registration of Court Order and effective date of Capital Reduction(2)      15 December 2021 
 Announcement of Tender Offer                                                16 December 2021 
 Expected last day of dealings in the Company's Ordinary Shares on the       5 January 2022 
 Main Market 
 Expected cancellation of listing of the Company's Ordinary Shares on the    Effective as of 8.00 am on 6 January 2022 
 Official List 
 Latest time and date for receipt of Tender Forms and TTE Instructions in    1.00 pm on 6 January 2022 
 relation to the Tender 
 Offer 
 Closing Date of Tender Offer                                                1.00 pm on 6 January 2022 
 Tender Offer Record Date                                                    6.00 pm on 6 January 2022 
 Announcement of results of the Tender Offer                                 10 January 2022 
 Tender Offer declared unconditional (the Unconditional Date) and expected   10 January 2022 
 purchase of the 
 Ordinary Shares under the Tender Offer and completion of the repurchase 
 from SP Angel 
 CREST accounts credited for revised uncertificated shareholdings of         By not later than 12 January 2022 
 Ordinary Shares (or, in 
 the case of unsuccessful tenders, for entire holdings of Ordinary Shares) 
 CREST accounts credited in respect of Tender Offer proceeds for             By not later than 14 January 2022 
 uncertificated Ordinary Shares 
 Despatch of cheques for Tender Offer consideration in respect of            By 20 January 2022 
 certificated Ordinary Shares 
 sold under the Tender Offer and any balance certificates in respect of 
 any unsold certificated 
 Ordinary Shares 
 Expected time and date of Re-Registration                                   24 January 2022 
 

Notes:

   1.            This date is subject to any changes which may be imposed by the Court. 

2. This date will depend on, amongst other things, the date on which the Court confirms the proposed Capital Reduction.

Enquiries:

   EM Communications                                      +44 (0) 20 7002 7860 

Jeroen van de Crommenacker

Note: This and other press releases are available at the Company's web site: www.jkx.co.uk/investors .

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END

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(END) Dow Jones Newswires

November 23, 2021 07:08 ET (12:08 GMT)

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