TIDMMATD
RNS Number : 5866F
Petro Matad Limited
19 July 2021
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
PETRO MATAD LIMITED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) NO.
596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). ON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
19 July 2021
Petro Matad Limited
Launch of Open Offer, Posting of Circular
and
Notice of Extraordinary General Meeting
Petro Matad Limited (AIM: Matad) ("Petro Matad", the "Company"),
t he AIM quoted Mongolian oil company , is pleased to announce the
launch of an Open Offer to raise up to approximately US$2
million.
Open Offer
On 15 July 2021, the Company announced that it had conditionally
raised approximately US$10.4 (before expenses) from the following
sources:
-- a firm placing of 155,240,612 Placing Shares at the Issue Price to existing and new institutional
investors by way of an accelerated bookbuild conducted by the Joint Bookrunners on behalf
of the Company to raise approximately US$7.5 million;
-- a firm placing of 14,285,714 Retail Shares at the Issue Price to existing and new retail investors
to raise approximately US$0.7 million; and
-- conditional subscriptions for, in aggregate, 45,384,218 Subscription Shares at the Issue Price
by a Director and Shareholder to raise approximately US$2.2 million.
In order to provide Shareholders who have not taken part in the
Placing with an opportunity to participate in the proposed issue of
New Shares, the Company is providing all Qualifying Shareholders
with the opportunity to subscribe for an aggregate of up to
42,588,894 Open Offer Shares, to raise up to approximately US$2
million (before expenses).
Pursuant to the Open Offer, Qualifying Shareholders will be
given the opportunity to subscribe for:
1 Open Offer Share for every 16 Existing Ordinary Shares held by
Qualifying Shareholders at the Record Date, at the Issue Price.
Shareholders subscribing for their full entitlement under the
Open Offer may also request additional Open Offer Shares through
the Excess Application Facility. The Open Offer is not being
underwritten.
The Placing Shares and Retail Shares will be issued pursuant to
existing Shareholder authorities granted at the Annual General
Meeting (AGM) of the Company held in 2020 and therefore no
Shareholder approval is required in respect of the Placing and the
Retail Offer. Application has been made for the Placing Shares and
the Retail Shares to be admitted to trading on AIM which is
expected to occur at 8.00 a.m. on 22 July 2021.
The issue of the Subscription Shares and the Open Offer Shares
will require shareholder approval. Each of the Subscriptions and
the Open Offer is therefore conditional, inter alia, upon
Shareholders approving Resolutions 1 and 3 at the Extraordinary
General Meeting that will (if such Resolutions are passed) grant to
the Directors the authority to allot the Subscription Shares and
the Open Offer Shares for cash on a non-pre-emptive basis. The
Resolutions are contained in the Notice of Extraordinary General
Meeting set out in Part V of the Circular. Subject to the passing
of Resolutions 1 and 3, Admission of the Subscription Shares and
the Open Offer Shares is expected to occur at 8.00 a.m. on 6 August
2021 or such later time and/or date as the Banks and the Company
may agree. Application will be made for the Subscription Shares and
Open Offer Shares to be admitted to trading on AIM which is
expected to occur at 8.00 a.m. on 6 August 2021.
The Company has appointed its broker, Shore Capital, to use
reasonable endeavours to place any Ordinary Shares not taken up
under the Open Offer with institutional investors at the same price
as the Open Offer.
The Issue Price represents a discount of 36% to the closing
price on 13 July 2021 and 45% to the average daily volume weighted
average price for the 3 months to 13 July 2021, the latest
practicable date prior to the date of the Fundraising announcement
made on 14 July 2021.
The Open Offer is conditional upon, among other things (i)
Resolutions 1 and 3 being duly passed by Shareholders at the
Extraordinary General Meeting and (ii) Admission of the Open Offer
Shares having become effective at or before 8.00 a.m. on 6 August
2021 (or such later date and/or time as the Company and the Banks
may agree, being no later than 8.00 a.m. on 21 August 2021).
Posting of Circular
The Company also confirms that a circular, which contains
further details regarding the Open Offer and a notice convening the
Extraordinary General Meeting (the "Circular"), has been posted
today, along with the Application
Form (where applicable). The Circular will also be made available on the Company's website: www.petromatadgroup.com .
Notice of Extraordinary General Meeting
The Extraordinary General Meeting has been convened for 6.00
p.m. (ULAT / SST) (11.00 a.m. (BST)) on Thursday 5 August 2021 at
Legacy Suite, Level 2, Singapore Marriott Tang Plaza Hotel, 320
Orchard Road, Singapore 238865 with a satellite meeting held at
Suite 508, Blue Sky Tower, Sukhbaatar District, Ulaanbaatar,
Mongolia.
Capitalised terms used in this announcement have the meanings
given to them in the Circular, unless the context provides
otherwise.
For further information please contact:
Petro Matad Limited
Mike Buck, Chief Executive Officer +9 76 7014 1099
Shore Capital Stockbrokers Limited (Nominated
Adviser & Broker)
Toby Gibbs / John More (Corporate Advisory)
Jerry Keen (Corporate Broking) +44 207 408 4050
FTI Consulting (Communications Advisory Firm) +44 203 727 1000
Sara Powell / Ben Brewerton / Genevieve Ryan petromatad@fticonsulting.com
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlements under the Open 14 July 2021
Offer
Announcement of the proposed Fundraising 14 July 2021
Ex-entitlement Date of the Open Offer 15 July 2021
Publication of the Circular, the Application 19 July 2021
Form and the Form of Proxy
Open Offer Entitlements and Excess Entitlements As soon as possible
credited to stock accounts of Qualifying Shareholders after 8.00 a.m. on
20 July 2021
Admission and commencement of dealings in the 8.00 a.m. on 22 July
Placing Shares and the Retail Shares on AIM 2021
CREST accounts expected to be credited for the 22 July 2021
Placing Shares and the Retail Shares to be held
in uncertificated form
Recommended latest time and date for requesting 4.30 p.m. on 28 July
withdrawal of Open Offer Entitlements and Excess 2021
Entitlements from CREST
Latest date for posting of share certificates 29 July 2021
for the Placing Shares and the Retail Shares
in certificated form (if applicable)
Latest time and date for depositing Open Offer 3.00 p.m. on 29 July
Entitlements and Excess Entitlements into CREST 2021
Latest time and date for splitting Application 3.00 p.m. on 30 July
Forms (to satisfy bona fide market claims only) 2021
Latest time and date for receipt of completed 11.00 a.m. on 3 August
Forms of Proxy and receipt of electronic proxy 2021
appointments via the CREST system for the Extraordinary
General Meeting
Latest time and date for receipt of completed 11.00 a.m. on 3 August
Application Forms and payment in full under 2021
the Open Offer or settlement of relevant CREST
instructions (as appropriate)
Announcement of result of Open Offer 7.00 a.m. on 5 August
2021
Date and time of Extraordinary General Meeting 11.00 a.m. on 5 August
2021
Announcement of results of Extraordinary General 5 August 2021
Meeting
Admission and commencement of dealings in the 8.00 a.m. on 6 August
Subscription Shares and the Open Offer Shares 2021
on AIM
CREST accounts expected to be credited for the 6 August 2021
Subscription Shares and the Open Offer Shares
to be held in uncertificated form
Latest date for posting of share certificates 13 August 2021
for the Subscription Shares and the Open Offer
Shares in certificated form (if applicable)
__________________
Notes: Each of the times and dates referred to above and where
used elsewhere in the Circular refer to BST (unless otherwise
stated) and are subject to change by the Company (with the
agreement of the Banks), in which case details of the new times and
dates will be notified to the London Stock Exchange and the Company
will make an appropriate announcement through a Regulatory
Information Service.
In order to subscribe for Open Offer Shares under the Open
Offer, Qualifying Shareholders will need to follow the procedure
set out in Part IV of the Circular and, where relevant, complete
the accompanying Application Form. If Qualifying Shareholders have
any queries on the procedure for acceptance and payment, or wish to
request another Application Form, they should contact Computershare
Investor Services PLC on (0370) 707 4040 or, if calling from
outside the United Kingdom, +44 (0370) 707 4040, where relevant,
quoting the entitlement number of their Application Form.
If you have questions on how to complete the Form of Proxy,
please contact the Company's Receiving Agent on (0370) 707 4040 or,
if calling from outside the United Kingdom, +44 (0370) 707 4040.
Lines are open from 9.00 a.m.to 5.30 p.m. (London time) Monday to
Friday (except English and Welsh public holidays).
Calls to the Receiving Agent telephone number from outside the
UK are charged at applicable international rates. Different charges
may apply to calls from mobile telephones and calls may be recorded
and monitored randomly for security and training purposes. The
Receiving Agent cannot provide advice on the merits of the
Fundraising and cannot give any financial, legal or tax advice.
FUNDRAISING STATISTICS
Number of Existing Ordinary Shares in issue
as at the date of the Circular (1) 681,422,306
Issue Price 3.5 pence
Number of New Shares to be issued pursuant
to the Placing and Retail Offer 169,526,326
Number of Placing Shares 155,240,612
Number of Retail Shares 14,285,714
Enlarged Share Capital immediately following
completion of the Placing and Retail Offer* 850,948,632
Market capitalisation of the Company immediately GBP29.8 million
following the Placing and Retail Offer at the
Issue Price*
Number of New Shares to be issued pursuant
to the Subscriptions and the Open Offer** 87,973,112
Number of Subscription Shares 45,384,218
Maximum number of Open Offer Shares to be offered
pursuant to the Open Offer** 42,588,894
Basis of Open Offer 1 New Share for every
16 Existing Ordinary
Shares
Enlarged Share Capital immediately following
completion of the Fundraising* ** 938,921,744
Market capitalisation of the Company immediately GBP32.9 million
following the Fundraising at the Issue Price*
**
New Shares as a percentage of the Enlarged
Share Capital (*) (**) 27.4%
Net proceeds of the Fundraising** US$11.9 million
Gross proceeds of the Fundraising** US$12.5 million
ISIN for the Ordinary Shares IM00B292WR19
ISIN for the Open Offer Basic Entitlements IM00BNT8JY21
ISIN for the Open Offer Excess Entitlements IM00BNT8JZ38
SEDOL for the Ordinary Shares B292WR1
_________________
(1) As at 13 July 2021, being the latest practicable date prior
to the announcement of the Fundraising.
* Assuming no Ordinary Shares are issued following the date of
the Circular and prior to Admission.
** Assuming full take up of the Open Offer
THE FOLLOWING IS AN EXTRACT FROM THE CHAIRMAN'S LETTER TO BE SET
OUT IN SUBSTANTIALLY THE SAME FORM IN THE CIRCULAR.
1. INTRODUCTION
On 15 July 2021, the Company announced that it had conditionally
raised approximately US$10.4 (before expenses) from the following
sources:
-- a firm placing of 155,240,612 Placing Shares at the Issue Price to existing and new institutional
investors by way of an accelerated bookbuild conducted by the Joint Bookrunners on behalf
of the Company to raise approximately US$7.5 million;
-- a firm placing of 14,285,714 Retail Shares at the Issue Price to existing and new retail investors
to raise approximately US$0.7 million; and
-- conditional subscriptions for, in aggregate, 45,384,218 Subscription Shares at the Issue Price
by a Director and Shareholder to raise approximately US$2.2 million.
In addition, in order to provide Shareholders who have not taken
part in the Placing with an opportunity to participate in the
proposed issue of New Shares, the Company is providing all
Qualifying Shareholders with the opportunity to subscribe for an
aggregate of up to 42,588,894 Open Offer Shares, to raise up to
approximately US$2 million (before expenses), on the basis of 1
Open Offer Share for every 16 Existing Ordinary Shares held on the
Record Date, at the Issue Price. Shareholders subscribing for their
full entitlement under the Open Offer may also request additional
Open Offer Shares through the Excess Application Facility.
The Placing Shares and Retail Shares will be issued pursuant to
existing Shareholder authorities granted at the annual general
meeting of the Company held in 2020 and therefore no Shareholder
approval is required in respect of the Placing and the Retail
Offer. Application has been made for the Placing Shares and the
Retail Shares to be admitted to trading on AIM which is expected to
occur at 8.00 a.m. on 22 July 2021.
The issue of the Subscription Shares and the Open Offer Shares
will require shareholder approval. Each of the Subscriptions and
the Open Offer is therefore conditional, inter alia, upon
Shareholders approving Resolutions 1 and 3 at the Extraordinary
General Meeting that will (if such Resolutions are passed) grant to
the Directors the authority to allot the Subscription Shares and
the Open Offer Shares for cash on a non-pre-emptive basis. The
Resolutions are contained in the Notice of Extraordinary General
Meeting set out in Part V of the Circular. Subject to the passing
of Resolutions 1 and 3, Admission of the Subscription Shares and
the Open Offer Shares is expected to occur at 8.00 a.m. on 6 August
2021 or such later time and/or date as the Banks and the Company
may agree. Application will be made for the Subscription Shares and
Open Offer Shares to be admitted to trading on AIM which is
expected to occur at 8.00 a.m. on 6 August 2021.
The Company has appointed its broker, SCS, to use reasonable
endeavours to place any Ordinary Shares not taken up under the Open
Offer with institutional investors at the same price as the Open
Offer.
The Issue Price represents a discount of 36% to the closing
price on 13 July 2021 and 45% per cent. to the average daily volume
weighted average price for the 3 months to 13 July 2021, the latest
practicable date prior to the date of the Fundraising announcement
made on 14 July 2021.
Further details of the Fundraising are set out in the Circular,
which you are encouraged to read carefully. No part of the
Fundraising has been underwritten.
The purpose of the Circular is to provide you with details of
and the background to and reasons for the Fundraising and to
explain why the Directors believe that the Fundraising is in the
best interests of the Company and its Shareholders as a whole.
The action that you should take to vote on the Resolutions, and
the recommendation of the Board, are set out in paragraphs 9 and
12, respectively, of this letter.
2. BACKGROUND TO AND REASONS FOR THE FUNDRAISING
Since making the Heron 1 discovery in October 2019, the Company
has been engaged in a process with the Mongolian Government to
secure long term tenure to the discovery and the surrounding
near-field prospectivity via entry into the Exploitation Period of
the Block XX PSC. The approval process for entry into the
Exploitation phase was lengthy and involved several key stages
including:
-- independent certification of reserves/resources;
-- audit of the Reserves Report by industry experts from the Ministry of Mining and Heavy Industry
("MMHI") and approval by industry regulator the MRPAM and by the Mineral Resources Professional
Council ("MRPC");
-- approval of the Detailed Environmental Impact Assessment by the Ministry of Environment;
-- approval of the Exploitation Area by MRPAM;
-- audit of the Plan of Development by experts from MMHI and approval by MRPAM and MRPC; and
-- formal award of the Exploitation Licence for a period of 25 years (extendable by 2 times 5
years) by the Minister of Mining and Heavy Industry.
All of these stages have been successfully completed and the
formal award of the Exploitation Licence was granted by the
Minister with an effective date of 2 July 2021 and the Block XX
exploitation area is fully available for development activities to
commence.
3. USE OF PROCEEDS OF THE FUNDRAISING
The net proceeds of the Fundraising will be used to:
-- Fund the completion of the Heron 1 and install well site production equipment;
-- Drill and complete for production (if successful) H2 and H3 wells;
-- Start production in mid-2022 with processing and export via adjacent Petro China operated
facilities;
-- Recruit a farm in partner, if acceptable terms can be agreed, in order to accelerate Heron
full field development and to join in exploration efforts;
-- Fund a portion of the Company's Production Sharing Contract (PSC) expenses; and
-- Fund a portion of G&A and other corporate expenses.
On the basis of full take up in the Open Offer (or the Open
Offer Placing in the event of any shortfall) the net proceeds of
the Fundraising will also be used to acquire 3D seismic on Block
XX.
If the Company is able to secure additional financing by way of
a farm-in or similar commercial arrangements, the Company will look
to fund the following contingent work programme:
-- Drill the Velociraptor 1 high impact exploration well on Block V; and
-- Drill the Saiga 1 and Gobi Bear 1 near field exploration wells on Block XX.
4. DETAILS OF THE FUNDRAISING
The Company announced the Fundraising on 14 July 2021.
Pursuant to the Fundraising the Company has conditionally raised
approximately US$10.4 (before expenses) from the following
sources:
-- a firm placing of 155,240,612 Placing Shares at the Issue Price to existing and new institutional
investors by way of an accelerated bookbuild conducted by the Joint Bookrunners on behalf
of the Company to raise approximately US$7.5 million;
-- a firm placing of 14,285,714 Retail Shares at the Issue Price to existing and new retail investors
to raise approximately US$0.7 million; and
-- subscriptions for, in aggregate, 45,384,218 Subscription Shares at the Issue Price by a Director
and Shareholder to raise approximately US$2.2 million.
Alongside the Placing, Retail Offer and Subscriptions, the
Company is making an Open Offer pursuant to which it may raise a
further amount of approximately US$2 million (before expenses). The
Issue Price per Open Offer Share is the same price as the price at
which the Placing Shares, Retail Shares and Subscription Shares are
being issued pursuant to, respectively, the Placing, the Retail
Offer and the Subscriptions.
The Issue Price represents a discount of 36% to the closing
price on 13 July 2021 and 45% per cent. to the average daily volume
weighted average price for the 3 months to 13 July 2021, the latest
practicable date prior to the date of the Fundraising announcement
made on 14 July 2021.
No part of the Fundraising has been underwritten.
Subscriptions
The Company has entered into the Subscription Agreements
pursuant to which a Director and Shareholder have agreed to
participate in the Subscription. Further details of the Director's
participation in the Subscription are contained in paragraph 6 of
Part 1 of the Circular.
Each Subscription Agreement is conditional on the following
conditions being satisfied:
-- the passing of Resolutions 1 and 3 at the Extraordinary General Meeting;
-- completion of the Placing having taken place in accordance with its terms; and
-- Admission of the Subscription Shares becoming effective by 8.00 a.m. on or around 6 August
2021 (or such later date and/or time as the Company and the Banks may agree, being no later
than 8.00 a.m. on 21 August 2021).
The Subscription Shares to be issued pursuant to the
Subscriptions will, when issued, rank pari passu in all respects
with the Existing Ordinary Shares, including the right to receive
dividends and other distributions declared following Admission.
The allotment and issue of the Subscription Shares is
conditional on Admission of the Placing Shares but the Placing is
not conditional on Admission of the Subscription Shares; if the
Placing does not complete, then the Subscriptions will also not
complete. However, if the Subscriptions do not complete, then this
will not prevent the Placing from completing.
Open Offer
Subject to the fulfilment of the conditions set out below and in
Part IV of the Circular, Qualifying Shareholders may subscribe for
Open Offer Shares in proportion to their holding of Existing
Ordinary Shares held on the Record Date. Shareholders subscribing
for their full entitlement under the Open Offer may also request
additional Open Offer Shares as an Excess Entitlement, up to the
total number of Open Offer Shares available to Qualifying
Shareholders under the Open Offer. The Open Offer is not
underwritten.
The Open Offer is conditional, amongst other things, on the
following conditions being satisfied:
-- the passing of Resolutions 1 and 3 at the Extraordinary General Meeting;
-- completion of the Placing having taken place in accordance with its terms;
-- Admission of the Placing Shares becoming effective by 8.00 a.m. on or around 22 July 2021
(or such later date and/or time as the Company and the Banks may agree, being no later than
8.00 a.m. on 21 August 2021);
-- Admission of the Open Offer Shares becoming effective by 8.00 a.m. on or around 6 August 2021
(or such later date and/or time as the Company and the Banks may agree, being no later than
8.00 a.m. on 21 August 2021).
If these and the other conditions to the Open Offer are not
satisfied or waived (where capable of waiver), the Open Offer will
lapse and will not proceed and any applications made by Qualifying
Shareholders will be rejected. In these circumstances, application
monies received by the Receiving Agent in respect of Open Offer
Shares will be returned (at the applicant's sole risk), without
payment of interest, as soon as reasonably practicable thereafter.
Lapsing of the Open Offer cannot occur after dealings in the Open
Offer Shares have begun.
The Open Offer Shares to be issued pursuant to the Open Offer
will, when issued, rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive dividends
and other distributions declared following Admission.
The allotment and issue of the Open Offer Shares is conditional
on Admission of the Placing Shares but the Placing and
Subscriptions are not conditional on Admission of the Open Offer
Shares; if the Placing does not complete, then the Open Offer will
also not complete. However, if the Open Offer does not complete,
then this will not prevent the Placing and Subscriptions from
completing.
Basic Entitlement
On, and subject to the terms and conditions of the Open Offer,
the Company invites Qualifying Shareholders to apply for their
Basic Entitlement of Open Offer Shares at the Issue Price. Each
Qualifying Shareholder's Basic Entitlement has been calculated on
the following basis:
1 Open Offer Share for every 16 Existing Ordinary Shares held at
the Record Date
Basic Entitlements will be rounded down to the nearest whole
number of Ordinary Shares.
Excess Entitlement
Qualifying Shareholders are also invited to apply for additional
Open Offer Shares (up to the total number of Open Offer Shares
available to Qualifying Shareholders under the Open Offer) as an
Excess Entitlement. Any Open Offer Shares not issued to a
Qualifying Shareholder pursuant to their Basic Entitlement will be
apportioned between those Qualifying Shareholders who have applied
for an Excess Entitlement at the sole and absolute discretion of
the Board, provided that no Qualifying Shareholder shall be
required to subscribe for more Open Offer Shares than he or she has
specified on the Application Form or through CREST.
The Open Offer Shares will, when issued and fully paid, rank
pari passu in all respects with the Ordinary Shares in issue at
that time, including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission of
the Open Offer Shares. The Open Offer is not underwritten.
If and to the extent that the Open Offer is not fully taken up
by Qualifying Shareholders, the Company has appointed SCS to use
reasonable endeavours to place any Open Offer Shares that have not
been subscribed for with institutional investors at the Issue
Price.
Qualifying Shareholders should note that the Open Offer is not a
"rights issue". Invitations to apply under the Open Offer are not
transferable unless to satisfy bona fide market claims. Qualifying
non-CREST Shareholders should be aware that the Application Form is
not a negotiable document and cannot be traded. Qualifying
Shareholders should also be aware that in the Open Offer, unlike in
a rights issue, any Open Offer Shares not applied for will not be
sold in the market nor will they be placed for the benefit of
Qualifying Shareholders who do not apply for Open Offer Shares
under the Open Offer.
Settlement and dealings
Application will be made to the London Stock Exchange for
Admission of the Open Offer Shares. It is expected that Admission
of the Open Offer Shares will become effective and that dealings in
the Open Offer Shares will commence at 8.00 a.m. on 6 August 2021
(being the business day following the General Meeting).
Overseas Shareholders
The Open Offer Shares have not been and are not intended to be
registered or qualified for sale in any jurisdiction other than the
United Kingdom. Accordingly, unless otherwise determined by the
Company and effected by the Company in a lawful manner, the
Application Form will not be sent to Shareholders with registered
addresses in, or who are resident or located in the United States
or any other Restricted Jurisdiction since to do so would require
compliance with the relevant securities laws of that jurisdiction.
The Company reserves the right to treat as invalid any application
or purported application for Open Offer Shares which appears to the
Company or its agents or professional advisers to have been
executed, effected or despatched in a manner which may involve a
breach of the laws or regulations of any jurisdiction or if the
Company or its agents or professional advisers believe that the
same may violate applicable legal or regulatory requirements or if
it provides an address for delivery of share certificates for Open
Offer Shares outside the UK, or in the case of a credit of Open
Offer Shares in CREST, to a CREST member whose registered address
would not be in the UK.
Notwithstanding the foregoing and any other provision of the
Circular or the Application Form, the Company reserves the right to
permit any Qualifying Shareholder to apply for Open Offer Shares if
the Company, in its sole and absolute discretion, is satisfied that
the transaction in question is exempt from, or not subject to, the
legislation or regulations giving rise to the restrictions in
question.
Part IV of the Circular together with the accompanying
Application Form, in the case of Qualifying non-CREST Shareholders,
contains the terms and conditions of the Open Offer. If a
Qualifying Shareholder does not wish to apply for Open Offer Shares
he or she should not complete or return the Application Form or
send a USE message through CREST.
Qualifying non-CREST Shareholders
If you are a Qualifying non-CREST Shareholder you will receive
an Application Form, which accompanies the Circular and which gives
details of your Basic Entitlement (as shown by the number of the
Open Offer Shares allocated to you). If you wish to apply for Open
Offer Shares under the Open Offer you should complete the
accompanying Application Form in accordance with the procedure for
application set out in paragraph 4 of Part IV of the Circular and
on the Application Form itself. The completed Application Form,
accompanied by full payment, should be returned by post to
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6AH so as to arrive as soon as possible and in
any event no later than 11.00 a.m. on 3 August 2021.
Qualifying CREST Shareholders
Application will be made for the Open Offer Entitlements of
Qualifying CREST Shareholders to be credited to stock accounts in
CREST. It is expected that the Open Offer Entitlements will be
credited to stock accounts in CREST on 20 July 2021. Applications
through the CREST system may only be made by the Qualifying CREST
Shareholder originally entitled or by a person entitled by virtue
of a bona fide market claim. If you are a Qualifying CREST
Shareholder, no Application Form is enclosed but you will receive
credits to your appropriate stock account in CREST in respect of
the Basic Entitlements to which you are entitled. You should refer
to the procedure for application set out in paragraph 4 of Part IV
of the Circular. The relevant CREST instruction must have settled
by no later than 11.00 a.m. on 3 August 2021.
5. EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting of the Company, notice of
which is set out in Part V of the Circular, is to be held at 6.00
p.m. (ULAT / SST) (11.00 a.m. (BST)) on 5 August 2021 at Legacy
Suite, Level 2, Singapore Marriott Tang Plaza Hotel, 320 Orchard
Road, Singapore 238865 with a satellite meeting held at Suite 508,
Blue Sky Tower, Sukhbaatar District, Ulaanbaatar, Mongolia. The
Extraordinary General Meeting is being held for the purpose of
considering and, if thought fit, passing the Resolutions which are
summarised below:
1. Resolution 1 is proposed as an ordinary resolution, to
authorise the Directors to allot new Ordinary Shares up to an
aggregate nominal amount of US$879,731.12 in respect of the
Subscriptions, the Open Offer and (if and to the extent the Open
Offer is not fully taken up) the Open Offer Placing. To be passed,
more than half of the votes cast must be in favour of the
Resolution;
2. Resolution 2 is proposed as an ordinary resolution, to grant
a new authority to the Directors to allot Ordinary Shares and grant
options, warrants or other rights over Ordinary Shares up to an
aggregate nominal amount of US$3,129,739.15. This amount represents
approximately 33.3% of the Enlarged Share Capital. The power
conferred by this Resolution will expire at the conclusion of the
next annual general meeting of the Company or, if sooner, 8 months
after the date of the passing of the Resolution. This general
authority will be subject to the pre-emption provisions in the
Articles (as amended by Resolution 4 if passed). To be passed, more
than half of the votes cast must be in favour of the
Resolution;
3. Resolution 3 is proposed as a special resolution to authorise
the Directors to allot new Ordinary Shares up to an aggregate
nominal amount of US$879,731.12 in respect of the Subscriptions,
the Open Offer and (if and to the extent the Open Offer is not
fully taken up) the Open Offer Placing, in each case for cash on a
non-pre-emptive basis as if article 6.1 of the Company's Articles
did not apply to such allotment. To be passed, at least three
quarters of the votes cast must be in favour of the Resolution;
4. Resolution 4 is proposed as a special resolution to approve
certain amendments to the Articles to renew the authority to
disapply pre-emption rights on the issuing of Ordinary Shares
representing approximately 20% of the Enlarged Share Capital. To be
passed, at least three quarters of the votes cast must be in favour
of the Resolution.
Resolution 4, if passed will replace the existing disapplication
of pre-emption rights set out in Articles 6.4 and 6.5 of the
existing Articles with substitute authority to the Directors to
disapply the pre-emption rights for issues of Ordinary Shares:
(a) If they are, or are to be, paid up wholly or partly
otherwise than in cash;
(b) pursuant to awards granted under the Company's long term
incentive plan or any other share option scheme adopted by the
Company; and
(c) otherwise than as provided in paragraphs (a) and (b) up to
an aggregate nominal amount of US$1,877,843.49.
Such authority, if given, will expire at the conclusion of the
next annual general meeting of the Company, without prejudice to
the allotment of shares pursuant to any offer or agreement made or
entered into prior to such expiry. The replacement of current
Articles 6.4 and 6.5 of the Articles shall be without prejudice to
the allotment of shares pursuant to offers or agreements made under
the current authority contained in the existing Articles.
Save in respect of the allotment of the New Shares (and, to the
extent that the Open Offer is not fully taken up, new Ordinary
Shares issued pursuant to the Open Offer Placing) the Directors
have no current intention to allot new Ordinary Shares, or rights
to subscribe for or convert into Ordinary Shares, in the capital of
the Company.
6. DIRECTOR PARTICIPATION
Michael Buck, a Director, has agreed to participate in the
Subscription to raise gross proceeds of approximately US$100,000.
Details of the Director's subscription, and his subsequent
shareholding following, and subject to, Admission, are set out in
the table below:
Resultant Resultant
holding of holdings as
Holding Subscription Ordinary Shares a % of the
of Existing Shares subscribed immediately enlarged share
Ordinary pursuant to following capital following
Director Shares the Subscription Admission Admission*
Michael Buck 8,725,006 2,062,919 10,787,925 1.15%
------------- ------------------- ----------------- -------------------
* Assuming (i) no Ordinary Shares are issued following the date
of the Circular and prior to Admission and (ii) full take up of the
Open Offer.
7. RELATED PARTY TRANSACTIONS
Petrovis, by virtue of it holding more than 10 per cent. of the
existing issued share capital of the Company is classified as a
related party of the Company. The participation by each of Petrovis
and Mr Buck in the Subscription element of the Fundraising is
considered to be a "related party transaction" under Rule 13 of the
AIM Rules. Furthermore, Enkhmaa Davaanyam and Shinezaya Batbold,
directors of the Company, are connected to Petrovis. Accordingly,
Mr Bushell, being the sole independent Director considers, having
consulted with the Company's Nominated Adviser, SCC, that the terms
of the participation by each of Petrovis and Mr Buck in the
Fundraising are fair and reasonable insofar as Shareholders are
concerned.
8. IRREVOCABLE UNDERTAKINGS
Petrovis and certain of its concert parties, the Directors, and
certain members of the Company's senior management team have
irrevocably undertaken to vote in favour of Resolutions 1 and 3 in
respect of their own beneficial holdings of, in aggregate,
186,816,666 Existing Ordinary Shares, in aggregate representing
approximately 27.42% of the Existing Ordinary Shares.
9. ACTION TO BE TAKEN
In respect of the Extraordinary General Meeting
You will find enclosed with the Circular a Form of Proxy for use
by Shareholders at the Extraordinary General Meeting.
Whether or not you intend to be present at the Extraordinary
General Meeting, subject to any applicable restrictions imposed by
the Singapore or Mongolian Governments (as applicable) in response
to the global COVID-19 pandemic, you are requested to complete and
return the Form of Proxy in accordance with the instructions
printed thereon.
To be valid, completed Forms of Proxy must be sent either by
post to the Company's Registered Agent at 6th Floor, Victory House,
Prospect Hill, Douglas, Isle of Man, IM1 1EQ, or by email to
#UKCSBRS.ExternalProxyQueries@computershare.co.uk, or via the CREST
system, in each case as soon as possible and in any event not later
than 6.00 p.m. (ULAT / SST) (11.00 a.m. (BST)) on 3 August 2021,
being 48 hours (not taking into account any part of a day which is
not a working day in the Isle of Man) before the time appointed for
holding the Extraordinary General Meeting.
Completion of a Form of Proxy will not preclude Shareholders
from attending the Extraordinary General Meeting and voting in
person if they so choose, subject to any applicable restrictions
imposed by the Singapore or Mongolian Governments (as applicable)
in response to the global COVID-19 pandemic.
The Company continues to monitor the COVID-19 situation,
including the Singapore and Mongolian Governments' legislation and
guidance, and will continue to do so in the lead up to the
Extraordinary General Meeting. The health of our Shareholders,
employees and stakeholders is extremely important to us.
Shareholders are strongly encouraged therefore to appoint the
chairperson of the Extraordinary General Meeting as their proxy
with directions as to how to cast their vote on the Resolutions
proposed. If a Shareholder appoints someone else as their proxy,
that proxy may not be able to attend the Extraordinary General
Meeting in person or cast that Shareholder's vote, subject to any
applicable restrictions imposed by the Singapore or Mongolian
Governments (as applicable) in response to the global COVID-19
pandemic.
Should Shareholders wish to ask any questions which they may
have otherwise asked at the Extraordinary General Meeting had they
been in attendance regarding the Resolutions, they are encouraged
to contact the Company prior to the Extraordinary General Meeting
by email at ir@petromatadgroup.com. Any such questions should be
submitted so as to be received by the Company not later than 24
hours before the time of the Extraordinary General Meeting. An
audio recording of the Extraordinary General Meeting will be made
available on the Company's website (http://www.petromatadgroup.com)
following the Meeting.
In respect of the Open Offer
Qualifying non-CREST Shareholders wishing to apply for Open
Offer Shares or the Excess Shares must complete the enclosed
Application Form in accordance with the instructions set out in
paragraph 4 of Part IV of the Circular and on the accompanying
Application Form and return it with the appropriate payment to
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6AH, so as to arrive no later than 11.00 a.m. on
3 August 2021.
If you do not wish to apply for any Open Offer Shares under the
Open Offer, you should not complete or return the Application Form.
If you are a Qualifying CREST Shareholder, no Application Form will
be sent to you. Qualifying CREST Shareholders will have Open Offer
Entitlements and Excess CREST Open Offer Entitlements credited to
their stock accounts in CREST. You should refer to the procedure
for application set out in paragraph 4 of Part IV of the Circular.
The relevant CREST instructions must have settled in accordance
with the instructions in paragraph 4 of Part IV of the Circular by
no later than 11.00 a.m. on 3 August 2021.
Qualifying CREST Shareholders who are CREST sponsored members
should refer to their CREST sponsors regarding the action to be
taken in connection with the Circular and the Open Offer.
10. ADMISSION, SETTLEMENT AND CREST
Application will be made to the London Stock Exchange for the
New Shares to be admitted to trading on AIM.
It is expected that Admission of the Placing Shares and Retail
Shares will become effective at 8.00 a.m. on 22 July 2021 (or such
later date as the Company and the Banks may agree being not later
than 8.00 a.m. on 21 August 2021) and that dealings in the Placing
Shares and the Retail Shares will commence at that time.
It is expected that, subject to the passing of Resolutions 1 and
3 at the Extraordinary General Meeting, Admission of the
Subscription Shares and the Open Offer Shares will become effective
at 8.00 a.m. on 6 August 2021 (or such later date as the Company
and the Banks may agree being not later than 8.00 a.m. on 21 August
2021) and that dealings in the Subscription Shares and the Open
Offer Shares will commence at that time.
The Articles permit the Company to issue shares in
uncertificated form. CREST is a computerised paperless share
transfer and settlement system which allows shares and other
securities to be held in electronic computerized paper form. The
Existing Ordinary Shares are already admitted to CREST and
therefore the New Shares will also be eligible for settlement in
CREST. CREST is a voluntary system and Placees, Subscribers and
subscribers under the Retail Offer and Open Offer who wish to
retain certificates will be able to do so upon request.
It is expected that the Placing Shares and the Retail Shares due
to uncertificated holders will be delivered in CREST on 22 July
2021.
It is expected that the Subscription Shares and the Open Offer
Shares due to uncertificated holders will be delivered in CREST on
6 August 2021.
11. OVERSEAS SHAREHOLDERS
The distribution of the Circular and the Form of Proxy to
persons who have registered addresses in, or who are resident or
ordinarily resident in, or citizens of, or which are corporations,
partnerships or other entities created or organised under the laws
of countries other than the UK or to persons who are nominees of or
custodians, trustees or guardians for citizens, residents in or
nationals of, countries other than the UK may be affected by the
laws or regulatory requirements of the relevant jurisdictions.
Accordingly, any persons into whose possession the Circular
comes should inform themselves about and observe any applicable
restrictions or requirements. No action has been taken by the
Company that would permit possession or distribution of the
Circular in any jurisdiction where action for that purpose is
required. Any failure to comply with such restrictions or
requirements may constitute a violation of the securities laws of
any such jurisdiction.
12. RECOMMENDATION
The Directors believe that the passing of the Resolutions is in
the best interests of the Company and Shareholders, taken as a
whole. Accordingly the Directors unanimously recommend Shareholders
to vote in favour of the Resolutions, as they will do in respect of
their direct interests in Ordinary Shares in the Company,
representing 2.75 per cent. of the Existing Ordinary Shares.
Shareholders are reminded that the Subscription and Open Offer
elements of the Fundraising are conditional, inter alia, upon the
passing of Resolutions 1 and 3 at the Extraordinary General
Meeting. Shareholders should be aware that if Resolutions 1 and 3
are not approved at the Extraordinary General Meeting, the
Subscriptions and Open Offer will not proceed and the Company will
not receive the net proceeds of the Subscriptions and Open
Offer.
13. FURTHER INFORMATION
Your attention is drawn to the risk factors set out in Part II
of the Circular and the Notice of Extraordinary General Meeting
contained in Part V of the Circular. You are advised to read the
whole of the Circular.
Yours faithfully
Enkhmaa Davaanyam
Chairperson
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END
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(END) Dow Jones Newswires
July 19, 2021 02:00 ET (06:00 GMT)
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