Phoenix Global Resources PLC Interoil Demerger (7180V)
November 07 2017 - 2:00AM
UK Regulatory
TIDMPGR
RNS Number : 7180V
Phoenix Global Resources PLC
07 November 2017
7 November 2017
Phoenix Global Resources plc
("Phoenix" or the "Company")
Capitalisation, Reduction of Capital and Interoil Demerger
The Company announced on 24 July 2017 that, amongst other
things, it was proposing a reduction of capital and the demerger of
shares in Interoil Exploration and Production ASA (the "Interoil
Demerger"). Following the Company's further announcement on 5
September 2017 that the Interoil Demerger had been deferred, the
Board has now decided how best to implement the Interoil Demerger
and the associated reduction of capital. The Company is pleased to
confirm that a circular convening a general meeting of the Company
(the "General Meeting") is being posted to Shareholders today. The
circular sets out the details of a capitalisation of part of the
Company's merger reserve by the issue of one deferred share (the
"Capitalisation") and the subsequent cancellation of the deferred
share and the Company's share premium account in its entirety
(together, the "Reduction of Capital") in order to implement the
Interoil Demerger.
The Company is proposing to capitalise part of the Company's
merger reserve and apply that sum in paying up in full one new
deferred share (the "Deferred Share") which will be allotted and
issued by way of a bonus issue to a member of the Company at the
Board's discretion. The Deferred Share will, for all practical
purposes, be valueless and it is the Board's intention, conditional
on receiving approval from Shareholders, to cancel it. Subject to
confirmation by the Court, the reserve arising from the
cancellation of the Deferred Share will be treated as a realised
profit and will therefore be taken into account when calculating
the Company's distributable reserves.
The Board is also proposing to cancel the Company's share
premium account in its entirety, which, in conjunction with the
Capitalisation and cancellation of the Deferred Share, will allow
the Company to implement the Interoil Demerger.
It is therefore proposed that:
1. part of the Company's merger reserve is capitalised by way of
bonus issue of a newly created Deferred Share;
2. the newly created Deferred Share is cancelled in order to create realised profits;
3. the share premium account of the Company is cancelled in its
entirety in order to create realised profits; and
4. the Interoil Demerger be implemented.
The realised profits created by the Reduction of Capital will be
used to implement the Interoil Demerger.
In addition to the approval by Shareholders, the Reduction of
Capital requires confirmation by the Court. Accordingly, following
the General Meeting, an application will be made to the Court to
confirm the Reduction of Capital. The Reduction of Capital will not
become effective until registration by the Registrar of Companies
of a copy of the order of the Court and the statement of capital
confirming the Reduction of Capital. The Court Hearing to confirm
the Reduction of Capital is expected to be held on 13 December 2017
and the Reduction of Capital is expected to become effective later
that day. The Interoil Demerger is expected to complete on 15
December 2017.
The General Meeting
The General Meeting will take place at 11.00 a.m. on 23 November
2017 at the offices of CMS Cameron McKenna Nabarro Olswang LLP at
Cannon Place, 78 Cannon Street, London EC4N 6AF. At the General
Meeting, resolutions will be proposed to Shareholders to seek their
approval of the Capitalisation, Reduction of Capital and Interoil
Demerger (the "Resolutions").
The Resolutions will be passed if 75 per cent. or more of the
votes cast (in person or by proxy) at the General Meeting are in
favour of each resolution. Mercuria Energy Asset Management B.V.
and its affiliated company Upstream Capital Partners VI Limited
have given irrevocable undertakings to vote in favour of the
Resolutions in respect of their holdings totalling, in aggregate,
1,963,294,690 Phoenix Shares, representing 77.86 per cent. of the
existing issued share capital of the Company.
Shareholders should note that unless the Resolutions are
approved at the General Meeting (and the Court subsequently
confirms the Reduction of Capital) the Interoil Demerger will not
be implemented.
EXPECTED TIMETABLE OF EVENTS
Interoil Demerger Record Time 6.00 p.m. on 8 August
2017
Publication of the circular 7 November 2017
convening the General Meeting
Latest time and date for receipt 11.00 a.m. on 21 November
of Form of 2017
Proxy for the General Meeting
General Meeting 11.00 a.m. on 23 November
2017
Court hearing to give directions 1 December 2017
in relation to the Reduction
of Capital
Capitalisation Record Time 5.00 p.m. on 12 December
2017
Court Hearing to confirm the 13 December 2017
Reduction of Capital
Reduction of Capital becomes 13 December 2017
effective
Completion of the Interoil 15 December 2017
Demerger
Interoil Demerger ex dividend 15 December 2017
date
Despatch of certificates for By 5 January 2018
Exchangeable GuernseyCo Shares
All references to times are to London times unless otherwise
stated.
Each of the times and dates in the above timetable is subject to
change. If any of the above times or dates change, the revised
times or dates will be notified to Shareholders by means of an
announcement made through a Regulatory Information Service (as
defined in the AIM Rules).
For further information, please contact:
Phoenix Global Anuj Sharma, T: +54 11 5258
Resources plc CEO 7500
Philip Wolfe, T: +44 20 7839
CFO 4974
Stockdale Securities Antonio Bossi T: +44 20 7601
Ed Thomas 6100
Panmure Gordon Adam James T: +44 20 7886
Atholl Tweedie 2500
Camarco Billy Clegg T: +44 20 3757
Gordon Poole 4980
James Crothers
Capitalised terms used but not defined in this announcement have
the same meaning as in the Circular published by the Company on 7
November 2017 and available on its website at
www.phoenixglobalresources.com
About Phoenix
Phoenix Global Resources is a London Stock Exchange (AIM: PGR)
and Buenos Aires Stock Exchange (BCBA: PGR) listed independent
Argentina focused oil and gas exploration and production company.
The Company has over 6.3 million licensed working interest acres in
Argentina (of which over 5 million are operated), 61.7 million boe
of working interest 2P reserves and average production of
approximately 11,300 working interest boepd in 2016. Phoenix has
significant exposure to the unconventional opportunity in Argentina
through its 480,000 working interest acres with Vaca Muerta
potential.
The Company's website is www.phoenixglobalresources.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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