Result of Meetings
December 30 2009 - 7:01AM
UK Regulatory
TIDMMEQ
30 December 2009
Microcap Equities plc
("Microcap" or the "Company")
Results of annual general meeting and general meeting
Further to the announcement on 8 December 2009 in relation to the proposed
Capital Reorganisation, the Subscription, the waiver of Rule 9 of the Code, the
adoption of the new investing policy, the adoption of the New Articles and the
change of name of the Company to Deo Petroleum plc, the Directors are pleased
to announce that at the annual general meeting and the general meeting of the
Company held earlier today, all resolutions were duly passed.
Microcap had entered into the Subscription Agreement pursuant to which the
Investors had conditionally agreed to subscribe for 307,693,000 New Ordinary
Shares at the Subscription Price, raising approximately GBP200,000 before
expenses for the benefit of the Company. The passing of the resolutions at
today's general meeting represents satisfaction of the penultimate condition of
the Subscription, with the only remaining unsatisfied condition being the
admission of such shares to trading on AIM.
Trading in the Enlarged Issued Share Capital as Deo Petroleum plc (Ticker: DEO)
is expected to commence at 8.00 a.m. on Thursday, 31 December 2009. The new
ISIN on Admission will be GB00B42T1X27. To reflect the Company's change of
name, the Company's website for AIM Rule 26 purposes will be
www.deopetroleum.co.uk.
Following Admission, the Company will have in issue 330,681,200 ordinary voting
shares of 0.01p each.
Pursuant to the requirements of the FSA's Disclosure and Transparency Rules,
this is the total number of voting rights in respect of each class of share in
issue and admitted to trading on AIM at the date of this announcement. The
above figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company, under
the FSA's Disclosure and Transparency Rules.
In addition, Microcap is pleased to confirm the appointment of Kevin Burke as
executive chairman and the appointment of David Marshall as chief executive
officer of the Company with immediate effect. Further details as required under
Schedule 2, paragraph (g) of the AIM Rules for Companies are disclosed below.
As a result of the Subscription, Mr Burke and Mr Marshall will hold an interest
in 205,129,000 New Ordinary Shares and 102,564,000 New Ordinary Shares,
equivalent to 62.03 per cent. and 31.02 per cent., respectively.
Terms defined in the circular to shareholders dated 8 December 2009 have the
same meaning in this announcement.
For enquiries:
Microcap Equities plc 020 7247 9691
Nicolas Greenstone 020 8371 3071
Rakesh Patel
Merchant John East Securities Limited 020 7628 2200
Bidhi Bhoma / Virginia Bull
Under Schedule 2, paragraph (g) of the AIM Rules, the following information is
disclosed:
The directorships of the Investors currently held and held over the five years
preceding the date of this announcement are as follows:
Director Current directorships Past directorships
Kevin Burke None Eastern Oil Services Limited
Linkangle Limited
Oilexco Inc
Oilexco North Sea Limited (now called
Premier Oil ONS Limited)
David Marshall Deo Petroleum Limited The United Kingdom Offshore Oil and Gas
Industry Association Limited
Oilexco North Sea Limited (now called
Premier Oil ONS Limited)
Oilexco N.S. Exploration Limited (now
called Premier Oil Exploration ONS
Limited)
Kevin Burke was a non-executive director of Oilexco Inc. ("Oilexco") from
August 2005 until October 2009 and its operating subsidiary Oilexco North Sea
Limited ("ONSL") from February 2005 until January 2009. David Marshall was also
a director of ONSL from December 2004 to May 2009.
Oilexco was an oil and gas exploration and production company active in the
United Kingdom, with producing properties, exploration and development
activities located in the UK Central North Sea, specifically in the Outer Moray
Firth and Central Graben areas. Oilexco operated in the United Kingdom
principally through its wholly owned subsidiary, ONSL, a company registered
under the laws of England and Wales. Oilexco's shares were listed for trading
on the London Stock Exchange and the Toronto Stock Exchange.
On 4 July 2008, ONSL announced that it had signed an engagement letter with
respect to refinancing its debt obligations and increasing its total debt
availability from US$700 million to US$1 billion. The credit facility was to be
underwritten by a syndicate of key relationship banks lead by Royal Bank of
Scotland plc, subject to standard internal credit approvals and due diligence.
By October 2008, however, due to the unprecedented liquidity and volatility
issues facing the credit markets, the process to financial close was delayed.
The revised facility was ultimately not obtained and on 7 January 2009, ONSL
was placed into administration upon application by its directors. It was
subsequently sold by the administrator to Premier Oil plc for US$505 million on
21 May 2009.
On 16 July 2009, the court ordered the liquidation of all of Oilexco's assets
and the distribution of them to creditors. The plan for the payment of
creditors was approved by creditors on 15 September 2009 and approved by the
court on 16 September 2009.
Mr Burke and Mr Marshall have confirmed that there is no further information
required to be disclosed under Schedule 2, paragraph (g) of the AIM Rules for
Companies.
END
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