TIDMUOG
RNS Number : 8367L
United Oil & Gas PLC
23 April 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN UNITED OIL & GAS PLC OR ANY
OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON,
IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF UNITED OIL
& GAS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). IN ADDITION,
MARKET SOUNDINGS, AS DEFINED IN MAR, WERE TAKEN IN RESPECT OF THE
PROPOSED PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE
OF INSIDE INFORMATION, AS PERMITTED BY MAR. THAT INSIDE INFORMATION
IS SET OUT IN THIS ANNOUNCEMENT AND HAS BEEN DISCLOSED AS SOON AS
POSSIBLE IN ACCORDANCE WITH PARAGRAPH 7 OF ARTICLE 17 OF MAR.
THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF INSIDE INFORMATION
RELATING TO THE COMPANY AND ITS SECURITIES.
Note: Capitalised terms in this announcement are defined in the
Company's Circular dated 23 April 2018 unless the context otherwise
requires.
For immediate release 23 April 2018
United Oil & Gas Plc
("UOG", "United" or the "Company")
Posting of Circular in relation to
Notice of General Meeting
Further to the announcement of 20 April 2018 in which United Oil
& Gas Plc announced that it had conditionally raised GBP2.5
million gross by the issue of 58,823,530 new ordinary shares in the
capital of the Company at a price per share of 4.25 pence (the
"Fundraising"), the Company is pleased to announce that it is today
posting a Circular and Notice of General Meeting to Shareholders
and which will also be made available on www.uogplc.com
Background
57,411,766 new ordinary shares (the "Placing Shares") have been
conditionally placed by the Company's joint brokers Optiva
Securities Limited ("Optiva") and S.P. Corporate Finance LLP ("SP
Angel"), on behalf of the Company with institutional and other
investors (including high net worth and retail investors).
1,411,764 new ordinary shares (the "Subscription Shares") have been
conditionally subscribed for by Graham Martin, being the
Non-Executive Chairman and Director. Together, the Placing Shares
and the Subscription Shares are the "New Ordinary Shares".
Following completion of the placing of 31,250,000 new ordinary
shares undertaken by the Company on or around 27 December 2017, the
Company does not currently have any remaining Shareholder
authorities to implement the Fundraising and issue the New Ordinary
Shares. Accordingly, the Company is seeking Shareholder approval to
grant the Directors the authority to allot equity securities and to
disapply statutory pre-emption rights in respect of an allotment of
equity securities for cash in connection with the Fundraising.
The General Meeting is to be held at Kerman & Co LLP, 200
Strand, London, WC2R 1DJ on 10 May 2018 at 11.00 a.m. to consider
and, if thought appropriate, pass the resolutions as referred to
above (the "Resolutions").
Further information
As at today's date, the Prospectus is currently being finalised
and when published will be available on the Company's website at
www.uogplc.com.
Recommendation
The Directors believe that the Fundraising will promote the
success of the Company for the benefit of the Company and
Shareholders as a whole. Accordingly, the Board unanimously
recommends that Shareholders vote in favour of the Resolutions to
be proposed at the General Meeting, as each Director (who is a
Shareholder) intends to do in respect of their own beneficial
holdings, amounting to (in aggregate) 14,633,501 Ordinary Shares
and representing approximately 6.3 per cent. of the issued ordinary
share capital of the Company as at the date of this
announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Fundraising 20 April 2018
Posting of the Circular and the 23 April 2018
Form of Proxy
Date of the Circular and the Form 23 April 2018
of Proxy made available online
Latest time and date for receipt 11.00 a.m. on
of Forms of Proxy Tuesday 8 May
2018
General Meeting 11.00 a.m. on
Thursday 10 May
2018
Announcement of results of the Thursday 10 May
General Meeting and the Fundraising 2018
Admission of the New Ordinary 8.00 a.m. on Friday
Shares to trading on the Official 11 May 2018
List and commencement of dealings
CREST accounts to be credited 8.00 a.m. on Friday
for the New Ordinary Shares to 11 May 2018
be held in uncertificated form
Despatch of definitive share certificates Within 7 days
for the New Ordinary Shares to of Admission
be held in certificated form
Notes:
(1) All references to time in this document are to London (UK)
time unless otherwise stated.
(2) The dates and times given in this document are based on the
Company's current expectations and may be subject to change. If any
of the above times or dates should change at the discretion of the
Company, the revised times and/or dates will be notified to
Shareholders by an announcement on a Regulatory Information
Service.
For more information please visit the Company's website at
www.uogplc.com or contact:
United Oil & Gas Plc (Company)
===================================== ================================
Brian Larkin brian.larkin@unitedoilandgas.eu
===================================== ================================
Beaumont Cornish Limited (Financial
Adviser)
===================================== ================================
Roland Cornish and Felicity +44 (0) 20 7628
Geidt 3396
===================================== ================================
Optiva Securities Limited (Joint
Broker)
===================================== ================================
+44 (0) 20 3137
Christian Dennis 1902
===================================== ================================
+44 (0) 20 3411
Tejas Padalkar 1881
===================================== ================================
S.P. Angel Corporate Finance +44 (0) 20 3470
LLP (Joint Broker) 0470
===================================== ================================
Richard Redmayne
===================================== ================================
Richard Hail
===================================== ================================
Murray (PR Advisor) +353 (0) 87 6909735
===================================== ================================
Joe Heron jheron@murrayconsultanta.ie
===================================== ================================
Beaumont Cornish Limited ("Beaumont Cornish"), which is
authorised and regulated by the FCA in the conduct of investment
business, is acting exclusively for the Company and for no-one else
in connection with the Placing and Admission and will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of Beaumont Cornish or for
providing advice in relation to the contents of the Document,
Admission, or any transaction, arrangement, or other matter
referred to in the Document.
Optiva Securities Limited ("Optiva"), which is authorised and
regulated by the FCA in the conduct of investment business, is
acting exclusively for the Company and for no-one else in
connection with the Placing and Admission and will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of Optiva or for providing advice
in relation to the contents of the Document, the Placing,
Admission, or any transaction, arrangement, or other matter
referred to in the Document.
S. P. Angel Corporate Finance LLP ("SP Angel"), which is
authorised and regulated by the FCA in the conduct of investment
business, is acting exclusively for the Company and for no-one else
in connection with the Placing and Admission and will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of SP Angel or for providing
advice in relation to the contents of the Document, the Placing,
Admission , or any transaction, arrangement, or other matter
referred to in the Document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEASLDASFPEFF
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April 23, 2018 11:54 ET (15:54 GMT)
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