Frontier Resources International Notice of General Meeting (3172J)
December 16 2015 - 10:46AM
UK Regulatory
TIDMFRI
RNS Number : 3172J
Frontier Resources International
16 December 2015
For immediate release
16 December 2015
Frontier Resources International Plc
("Frontier" or the "Company")
Notice of General Meeting
Proposed capital reorganisation
The Board of Frontier announces that Notice of a General Meeting
(the "Notice") is being sent to shareholders today, containing
details of a proposed capital reorganisation. The General Meeting
will be held at 11 Staple Inn, London WC1V 7QH on 6 January 2016 at
10.00 a.m. Copies of the Notice will be available on the Company's
website www.friplc.com.
The Notice includes a resolution pertaining to proposals for the
subdivision and redesignation of the existing ordinary shares
("Existing Ordinary Shares") and the adoption of new articles of
association (the "Reorganisation").
As announced on 16 November 2015, the Company needs to arrange
additional funding for its immediate working capital requirements
over and above the commitments under its oil exploration
licences.
While the potential farm-out process of the Group's 100%-owned
Block 38 located in the Rub Al Khali Basin in the southwest of the
Sultanate of Oman ("Block 38 EPSA") has been ongoing for some time,
and the Company retained the services of a Dallas-based adviser to
assist and provide general transaction advice on this process,
given the continuing challenging environment for oil and gas
projects, there is significant uncertainty as to the outcome of
this process. Frontier's request to extend the initial term of the
Block 38 EPSA for 24 months (until 25 November 2017) was granted,
subject to Frontier providing a bank guarantee for the amount
required to conduct the amended work programme, which it must do by
no later than 4 February 2016 ("Funding Deadline"). If the Company
is unable to raise sufficient funding and/or provide a bank
guarantee for Block 38 EPSA before the Funding Deadline, then the
Company may have no alternative but to relinquish this licence.
The Directors are therefore considering all available options
for the potential ongoing funding and future development of the
Company, which could include an issue of new equity, the disposal
of part or all of the Group's existing licence interests and
possibly the investment in new projects outside of the oil sector.
Discussions are continuing with a number of parties but no
definitive agreement has yet been concluded.
Despite completing a share capital reorganisation earlier this
year, Frontier's share price has continued to fall and by 14
December 2015, the closing middle-market price of an Existing
Ordinary Share was 0.115p. While the Company's share price is
currently above the nominal value of the Company's Existing
Ordinary Shares which is 0.1p per share, the Directors anticipate
that the likely issue price of any future issue of shares would
need to be at a significant discount to the nominal value. This
would prohibit the Company from issuing further equity capital
since, in order to comply with the Act, companies are not permitted
to issue shares at a discount to nominal value and therefore any
further issue of shares would have to be issued at a price at or
above the nominal value of 0.1p per share.
In order to assist the Company with its ongoing discussions with
third parties on potential new funding, the Board wishes to have
the ability to raise further equity finance as and when required.
Accordingly, the Board believes that it is necessary to reorganise
the Company's share capital to reduce the nominal value of each
share from the present level of 0.1p per Existing Ordinary
Share.
The Reorganisation comprises a subdivision of each Existing
Ordinary Share into one New Ordinary Share and one A Deferred Share
and the adoption of the New Articles.
The New Ordinary Shares will have the same rights as those
currently accruing to the Existing Ordinary Shares under the
existing articles of association, including those relating to
voting and entitlement to dividends. No new share certificates will
be issued to existing shareholders, and their existing share
certificates for the same quantity of shares will remain as valid
cover.
The Reorganisation is subject to the approval of shareholders at
the General Meeting. If the resolution is passed, the
Reorganisation will become effective immediately following close of
business on that date. Immediately following the Reorganisation,
each New Ordinary Share held by Shareholders will have a nominal
value of 0.01p and the number of New Ordinary Shares held by the
Shareholders shall remain the same. Consequently, the market price
of a New Ordinary Share immediately after the completion of the
Share Capital Reorganisation should be the same as the market price
of an Existing Ordinary Share, taking into account normal market
movements. In the event that the resolution in respect of the
Reorganisation is passed at the General Meeting, there will be
361,999,056 New Ordinary Shares in issue following completion of
the Reorganisation.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM and, it is expected that admission will
become effective at 8.00 a.m. on 7 January 2016.
Conditional on approval of the Reorganisation, the Directors
intend to proceed as soon as possible thereafter with an issue of
New Ordinary Shares, on terms to be finalised, to raise the working
capital then required by the Company.
The expected timetable of principal events is set out below. The
dates and times are indicative only and subject to change. Any
changes to the indicative timetable will be notified by a
regulatory announcement.
Latest time and date for receipt of forms of 10.00 a.m. 4 January
proxy for the Generall Meeting 2016
General Meeting 10.00 a.m. 6 January
2016
Record time and date for share capital Reorganisation 4.30 p.m. 6 January
2016
Dealings commence in New Ordinary Shares 8.00 a.m. on 7 January
2016
Further details of the Reorganisation are set out in the
Notice.
Enquiries:
Frontier Resources
International Plc Tel: +1 (713) 962
Jack Keyes, Chief Executive 0887
Officer
Beaumont Cornish (Nomad) Tel: +44 (0)20 7628
Michael Cornish 3396
Emily Staples
Beaufort Securities Tel: +44 (0)20 7382
Limited (Broker) 8300
Zoe Alexander
A copy of this announcement is available from the Company's
website www.friplc.com
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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