TIDMDELT
RNS Number : 5899X
Deltic Energy PLC
27 April 2023
Deltic Energy Plc / Index: AIM / Epic: DELT / Sector: Natural
Resources
27 April 2023
Deltic Energy Plc ("Deltic" or "the Company")
Posting of Annual Report, Notice of Annual General Meeting
and Proposed Share Consolidation
Deltic announces that its Annual Report for the year ended 31
December 2022 and the Notice of Annual General Meeting ("AGM") are
now available to download from the Company's website at
www.delticenergy.com and will today be posted to shareholders.
The AGM will be held on Wednesday 24 May 2023 at 10.30 a.m. at
the offices of K&L Gates LLP, One New Change, London, EC4M
9AF.
Proposed Share Consolidation
The Chairman's letter to shareholders in the Notice of AGM
describes a proposed 20 for one consolidation of the Company's
existing ordinary shares of 0.5 pence each in the capital of the
Company ("Existing Ordinary Shares") (the "Share Consolidation"),
and the resolution required to effect this (resolution 6 in the
Notice of AGM ) will be put to shareholders at the forthcoming
AGM.
As at 26 April 2023, there are 1,861,931,992 Existing Ordinary
Shares in issue. The Directors consider that the number of Existing
Ordinary Shares is unwieldly in volume given Deltic Energy's market
capitalisation and that, when combined with the Company's
prevailing share price, may not at times be conducive to an orderly
market. The Directors believe that both these factors have the
potential at times to cause a de-stabilising effect on the
Company's share price. The Directors consider that the Share
Consolidation will result in a more appropriate share capital
structure for the Company which is expected to increase the
Company's share price proportionately which may consequently
positively impact the liquidity of and trading activity in the
Company's shares; and provide the basis for enhanced perception of
the Company, improving its marketability to a wider investor
group.
Under the Share Consolidation, it is proposed that every 20
Existing Ordinary Shares be consolidated into one new ordinary
share of 10p each ("New Ordinary Share"). Accordingly, the
proportion of Existing Ordinary Shares held by each Shareholder
immediately before the Share Consolidation will, save for
fractional entitlements, be the same as the proportion of New
Ordinary Shares held by each Shareholder immediately after the
Share Consolidation. The Board believes that the Share
Consolidation will result in a more appropriate number of shares in
issue for a company of the Company's size.
The New Ordinary Shares will carry equivalent rights to the
Existing Ordinary Shares, save as to nominal value.
Expected Share Consolidation timetable
Dispatch of the Notice of AGM 27 April 2023
to Shareholders
Latest time and date for receipt 10.30 a.m. on 22 May 2023
of Forms of Proxy
Annual General Meeting 10.30 a.m. on 24 May 2023
Record Date for the Share Consolidation 6.00 p.m. on 24 May 2023
Admission and dealings in the 8.00 a.m. on 25 May 2023
New Ordinary Shares Expected
to commence on AIM
Expected date for CREST accounts 25 May 2023
to be credited for the New Ordinary
Shares to be held in uncertificated
form
Dispatch of definitive share by 1 June 2023
certificates in respect of the
New Ordinary Shares to be held
in certificated form, if applicable
Notes
1. Each of the times and dates above are indicative only and if
any of the details contained in the timetable above should change,
the revised times and dates will be notified to Shareholders by
means of an announcement through a Regulatory Information
Service.
2. All of the above times refer to London time unless otherwise stated.
3. Some of the events listed in the above timetable in relation
to the Share Consolidation are conditional on the passing at the
Annual General Meeting of the necessary Resolution.
Further information on the Share Consolidation
To effect the Share Consolidation, it will be necessary to issue
8 additional Existing Ordinary Shares so that the Company's issued
ordinary share capital is exactly divisible by 20. It is proposed
that these additional Existing Ordinary Shares will be issued to
the Company's share registrars, Share Registrars Limited. These
additional Existing Ordinary Shares would only represent an
entitlement to a fraction of a New Ordinary Share, so this fraction
would be sold pursuant to the arrangements for fractional
entitlements described below. Application for these 8 Existing
Ordinary Shares to be admitted to trading on AIM will be made in
due course and it is currently expected that admission to trading
on AIM will take place at 8.00 a.m. on or around 24 May 2023.
In the event that the number of Existing Ordinary Shares held by
a Shareholder is not exactly divisible by 20, the Share
Consolidation will generate an entitlement to a fraction of a New
Ordinary Share.
The Company proposes that any such fractional entitlements will
be aggregated and sold in the market for the best price reasonably
obtainable with the proceeds being to the benefit of the Company.
Given the small economic value of such fractional entitlements, the
Board is of the view that the distribution of the sale proceeds to
individual Shareholders would result in a disproportionate cost to
the Company.
Any Shareholder holding fewer than 20 Ordinary Shares at the
Record Date for the Share Consolidation, being 6.00 p.m. on 24 May
2023 (the "Record Date") will cease to be a Shareholder.
The issued share capital of the Company immediately following
the Share Consolidation is expected to comprise 93,096,600 New
Ordinary Shares.
The entitlements to New Ordinary Shares of holders of share
options or other instruments convertible into Existing Ordinary
Shares will be adjusted in accordance with their terms to reflect
the Share Consolidation.
Application will be made for the simultaneous cancellation of
the Existing Ordinary Shares from CREST and admission of the New
Ordinary Shares to CREST and their admission to trading on AIM. The
New Ordinary Shares may thereafter be held and transferred by means
of CREST. It is expected that New Ordinary Shares which are held in
uncertificated form will be credited to the relevant CREST accounts
on 25 May 2023 and admitted to trading on AIM on the same day.
Definitive share certificates in respect of those New Ordinary
Shares which will be held by Shareholders who currently hold their
Existing Ordinary Shares in certificated form are expected to be
dispatched to relevant Shareholders on or around 1 June 2023. Share
certificates in respect of Existing Ordinary Shares will cease to
be valid on 25 May 2023 and, pending delivery of share certificates
in respect of New Ordinary Shares, transfers will be certified
against the register.
Share Consolidation Statistics
Number of Existing Ordinary Shares
at the date of this announcement 1,861,931,992
Number of Existing Ordinary Shares
expected to be in issue at the
Record Date 1,861,932,000
Consolidation ratio One New Ordinary Share for
every 20 Existing Ordinary Shares
Number of New Ordinary Shares
following the Share Consolidation 93,096,600
ISIN number for the New Ordinary GB00BNTY2N01
Shares
SEDOL number for the New Ordinary BNTY2N0
Shares
**ENDS**
For further information please contact the following:
Deltic Energy Plc Tel: +44 (0) 20 7887
2630
Graham Swindells / Andrew Nunn / Sarah McLeod
Allenby Capital Limited (Nominated Adviser) Tel: +44 (0) 20 3328
5656
David Hart / Alex Brearley (Corporate Finance)
Stifel Nicolaus Europe Limited (Joint Broker) Tel: +44 (0) 20 7710
7600
Callum Stewart / Simon Mensley / Ashton
Clanfield
Canaccord Genuity Limited (Joint Broker) Tel: +44 (0) 20 7523
Adam James / Gordon Hamilton 8000
Vigo Consulting (IR Adviser) Tel: +44 (0) 20 7390
0230
Patrick d'Ancona / Finlay Thomson / K endall
Hill
About Deltic Energy Plc
Deltic has created a strategically located portfolio of
high-quality gas exploration licences in the Southern North Sea
over a number of licensing rounds. These licences are located in
areas that have been underexplored despite significant discoveries
such as Tolmount, Breagh, Pegasus and Cygnus, most of which have
gone on to be developed and could provide ready access to export
infrastructure for any future developments on Deltic's licence
acreage.
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