PELE Petrolatina

 

TIDMPELE 
 
RNS Number : 1427T 
Petrolatina Energy PLC 
01 June 2009 
 
? 
Monday 1 June 2009 
 
 
 
 
PetroLatina Energy Plc 
("PetroLatina" or the "Company") 
 
 
2008 Annual Report and Accounts Posted 
and Notice of Annual General Meeting 
 
 
PetroLatina (AIM: PELE), an independent oil and gas exploration, development and 
production company focused on Latin America, announces that its Annual Report 
and Accounts for the year-ended 31 December 2008 have today been posted to 
Shareholders and will shortly be available to download from the Company's 
website, www.petrolatinaenergy.com. 
 
 
The Company has also today posted a circular (the "Circular") to its 
shareholders convening an annual general meeting of the Company ("AGM") to be 
held at 11.00 a.m. on 23 June 2009. 
 
 
At the AGM it is intended, inter alia, to seek shareholder approval for a 
proposed capital reorganisation and the granting of authority to the Directors 
to allot equity securities, without offering those equity securities pro rata to 
existing shareholders, up to an aggregate nominal amount of 60,000,000 New 
Ordinary Shares. The Board considers that it is in the best interests of the 
Company and its shareholders generally, that the Directors should have the 
flexibility conferred by such authorities. 
 
 
On 21 January 2009, the Company announced that Tribeca Oil and Gas Financing, 
Inc., a subsidiary of Tribeca Oil and Gas, Inc. an existing substantial 
shareholder in the Company, had agreed to subscribe for up to a proposed 
US$9.875 million, in aggregate, of 12 per cent. convertible secured loan notes 
2011. 
 
 
The Notes are currently secured by the Company's wholly owned subsidiary, 
PetroLatina (CA) Limited, which granted TOGF a pledge over its entire 
shareholding in RL Petroleum Corporation (a Panamanian Company). This security 
will be automatically released by TOGF on the earlier of (i) conversion or 
redemption of all outstanding Notes and/ or (ii) the proposed Capital 
Reorganisation becoming effective. Only the first tranche of US$4.875 million of 
the notes has been subscribed for to date. The proceeds from the issue of the 
first tranche of the Notes were used to fund certain capital expenditure 
commitments in respect of the Company's ongoing work programme in Colombia and 
for general working capital purposes. 
 
 
As the conversion price in respect of the first tranche of the Notes of 20.9375 
pence is less than the current nominal value of an Ordinary Share of US$0.50 
(approximately 31 pence at the prevailing pounds sterling to US dollars exchange 
rate), the Company is currently prohibited by the Act from issuing new shares to 
TOGF if it was to elect to convert its holding of Notes. Accordingly, in 
compliance with the terms of the Loan Note Instrument, the Company is seeking 
approval for the Capital Reorganisation in addition to the other resolutions to 
be proposed at the AGM. Implementation of the Proposals will reduce the nominal 
value of an Ordinary Share to a more appropriate level such that the Notes will 
then be capable of conversion at TOGF's option and all security granted to TOGF 
can be relinquished. 
 
 
The Directors propose to structure the Capital Reorganisation as follows: 
 
 
1.    to subdivide and reclassify the 43,888,569 Ordinary Shares in issue, at 
the Record Date, into 1 (one) New Ordinary Share of 
 

      US$0.10 and 4 

(four) New Deferred B Shares of US$0.10 each; and 
 
 
2.    to subdivide and convert the 36,111,431 existing authorised but unissued 
Ordinary Shares into 5 (five) New Ordinary Shares 
 

      of US$0.10 each. 

 
 
The sub-division is structured in order not to dilute the existing shareholdings 
in the Company and since all ordinary shareholdings in the Company will be 
subject to the Capital Reorganisation, Shareholders' percentage holdings in the 
issued share capital of the Company will remain unchanged. The rights attaching 
to the New Ordinary Shares will, save for the change in nominal value, be 
identical in all respects to those of the existing Ordinary Shares. 
 
 
The New Deferred B Shares created on the Capital Reorganisation becoming 
effective will have no practical economic value as they will not be listed or 
traded on AIM, will be non-voting, will carry no right to a dividend and will be 
subject to eventual redemption by the Company for a nominal amount. No share 
certificates will be issued in respect of the New Deferred B Shares nor will 
CREST accounts of Shareholders be credited in respect of any entitlement to New 
Deferred B Shares, no application will be made for their admission to trading on 
AIM and they will not be dealt in on any stock exchange. 
 
 
Application will be made for the New Ordinary Shares in issue immediately 
following the Capital Reorganisation to be admitted to trading on AIM. Subject 
to the Capital Reorganisation becoming effective, it is expected that dealings 
in the New Ordinary Shares will commence at 8.00 a.m. on 24 June 2009. 
 
 
The AGM will be held at 11.00 a.m. on Tuesday 23 June 2009 at the offices of 
Strand Partners Limited, 26 Mount Row, London W1K 3SQ. Pursuant to the AIM Rules 
for Companies, a copy of the Circular incorporating a notice of AGM will shortly 
be available to download from the Company's website at: 
www.petrolatinaenergy.com. 
 
 
The expected timetable of principal events is summarised below: 
 
 
+----------------------------------------------+-------------------------+ 
| Latest time and date for receipt of Forms of |   11.00 a.m. on 21 June | 
| Proxy                                        |                    2009 | 
+----------------------------------------------+-------------------------+ 
|                                              |                         | 
+----------------------------------------------+-------------------------+ 
| AGM                                          |   11.00 a.m. on 23 June | 
|                                              |                    2009 | 
+----------------------------------------------+-------------------------+ 
|                                              |                         | 
+----------------------------------------------+-------------------------+ 
| Record date for the Capital Reorganisation   | close of business on 23 | 
|                                              |               June 2009 | 
+----------------------------------------------+-------------------------+ 
|                                              |                         | 
+----------------------------------------------+-------------------------+ 
| Admission effective and dealings in the New  |    8.00 a.m. on 24 June | 
| Ordinary Shares expected to commence on AIM  |                    2009 | 
+----------------------------------------------+-------------------------+ 
 
 
Unless the context otherwise requires, defined terms used in this announcement 
shall have the meanings given to them in the Circular to shareholders of the 
Company dated 1 June 2009. 
 
 
Enquiries: 
 
 
+-------------------------------------------------------+----------------------+ 
| PetroLatina Energy Plc                                                       | 
+------------------------------------------------------------------------------+ 
| Juan Carlos Rodriguez, Chief Executive Officer        | Tel: +57 1627 8435   | 
+-------------------------------------------------------+----------------------+ 
| Pawan Sharma, Executive Vice President - Corporate    | Tel: +44 (0)20 7956  | 
| Affairs                                               | 2821                 | 
+-------------------------------------------------------+----------------------+ 
|                                                                              | 
+------------------------------------------------------------------------------+ 
| Strand Partners Limited                                                      | 
+------------------------------------------------------------------------------+ 
| Simon Raggett / Matthew Chandler                      | Tel: +44 (0)20 7409  | 
|                                                       | 3494                 | 
+-------------------------------------------------------+----------------------+ 
|                                                                              | 
+------------------------------------------------------------------------------+ 
| Financial Dynamics                                                           | 
+------------------------------------------------------------------------------+ 
| Ben Brewerton / Susan Quigley                         | Tel: +44 (0)20 7831  | 
|                                                       | 3113                 | 
+-------------------------------------------------------+----------------------+ 
 
 
 
 
Additional Information on PetroLatina Energy Plc: 
PetroLatina Energy Plc (AIM: PELE), formerly known as Taghmen Energy Plc, was 
founded in 2004. The Company is presently focused on Colombia after the sale of 
its assets in Guatemala in which it retains a 20% interest in the first three 
wells and a 20% working interest in future wells. In Colombia, the Company 
currently holds 45% and 20% interests in the Los Angeles and Santa Lucía fields 
on the Tisquirama licence respectively, and a 100% interest in the Doña María 
field. In November 2007 the Company secured the extension of the Tisquirama 
licence for the economic life of the fields. In April 2006 the Group acquired an 
interest in two exploration blocks with an 85% interest in Midas and an 80% 
interest in La Paloma. PetroLatina also owns the Río Zulia-Ayacucho pipeline in 
the prolific Catatumbo basin which transports crude oil. Present 
exploration/exploitation activities in this area should increase the volume of 
crude oil transported resulting in an increased cash flow. Further information 
is available on the Company's website (www.petrolatinaenergy.com). 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 CARFBMITMMIMBJL 
 

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