TIDMVOG
RNS Number : 3314W
Victoria Oil & Gas PLC
13 November 2017
13 November 2017
Victoria Oil & Gas Plc
("VOG" or "the Company")
Result of General Meeting ("GM")
On 25 October 2017, Victoria Oil & Gas Plc (AIM: VOG)
announced the successful completion of a proposed placing and
subscription with new and existing shareholders, raising gross
proceeds of US$23.5 million (GBP17.78 million). The Company also
proposed to raise up to US$3.0 million (GBP2.25 million) by way of
the Open Offer. The Fundraising, comprising a Placing of 30,893,660
Placing Shares, a Subscription of 294,096 Subscription Shares and
an Open Offer of up to 3,948,991 Open Offer Shares, was conditional
upon, inter alia, the passing of the Resolutions at the General
Meeting.
Full details of the Fundraising were set out in the circular
dispatched to Shareholders on 26 October (the "Circular").
General Meeting
The Company is pleased to announce that, at the General Meeting
held this morning, all of the resolutions that were proposed in the
Notice of General Meeting, were duly passed.
Open Offer
Under the Open Offer, Qualifying Shareholders were able to
subscribe for Open Offer Shares on the basis of 1 Open Offer Share
for every 28 Existing Ordinary Shares held on the Record Date
(being 24 October 2017). The Open Offer closed for acceptances at
11.00 a.m. on 10 November 2017.
The Open Offer Shares were not placed subject to clawback nor
were they underwritten. Qualifying Shareholders applied for, in
aggregate, 2,073,700 Open Offer Shares pursuant to their Open Offer
Entitlements and all Qualifying Shareholders who validly applied
for Open Offer Shares pursuant to their Open Offer Entitlements
will receive the full amount of Open Offer Shares for which they
applied.
As a result, 1,875,291 Open Offer Shares were available under
the Excess Application Facility and valid acceptances were received
in respect of 1,226,510 Excess Open Offer Entitlements.
Accordingly, each Qualifying Shareholder applying for Excess Open
Offer Entitlements will receive 100 per cent. of their excess
application pursuant to the Excess Application Facility.
Accordingly, the Company has received valid acceptances in
respect of 3,300,210 Open Offer Shares from Qualifying
Shareholders, which represents 83.57 per cent. of the Open Offer
Shares offered.
Admission
Application has been made to the London Stock Exchange for up to
35,136,747 New Ordinary Shares to be admitted to trading on AIM
pursuant to the Fundraising. It is expected that Admission will
occur at 8.00 a.m. on 14 November 2017.
Following Admission, the Company's total issued share capital
will comprise 145,059,728 Ordinary Shares with voting rights. This
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,
securities of the Company under the FCA's Disclosure and
Transparency Rules. The New Ordinary Shares will rank pari passu in
all respects with the existing Ordinary Shares in issue, including
the right to receive all dividends and other distributions
declared.
Interests in Ordinary Shares
The Directors' interests following completion of the Fundraising
are as follows:
Number of
Ordinary
Shares interested
New Ordinary Total number in upon
Shares subscribed of Ordinary Admission
for, in Shares as a percentage No. of
aggregate, held following of the Enlarged options
Name of Director in the Fundraising Admission Share Capital held
Kevin Foo* 87,719 2,345,357 1.62% 740,964(1)
Ahmet Dik** 199,361 1,148,110 0.79% 433,735(2)
Andrew Diamond 1,754 14,554 0.01% 205,422(3)
John Bryant 1,754 21,754 0.01% n/a
Iain Patrick 1,754 21,754 0.01% n/a
Roger Kennedy 1,754 1,754 0.00% n/a
*The shares held by H J Resources Limited on behalf of a
discretionary trust, of which Kevin Foo and his wife are potential
beneficiaries.
** The shares held by Dostan Investments Limited in which Mr Dik
and his wife have a beneficial interest
1. Options for 500,000 shares priced at 0.5 pence, with expiry
date 8 March 2023. Nil cost options over 240, 964 shares, 50% of
which will vest on 1 January 2018 and the remaining 50% on 1
January 2019
2. Nil cost options, 50% of which will vest on 1 January 2018
and the remaining 50% on 1 January 2019
3. Nil cost options, 50% of which will vest on 1 January 2018
and the remaining 50% on 1 January 2019
Defined terms used in this announcement not otherwise defined
shall have the same meaning as those terms defined and used in the
Circular.
For further information, please visit www.victoriaoilandgas.com
or contact:
Victoria Oil & Gas Plc
Kevin Foo / Laurence Read Tel: +44 (0) 20 7921 8820
Strand Hanson Limited (Nominated Advisor)
Rory Murphy / Angela Hallett / Stuart Faulkner Tel: +44 (0) 20
7409 3494
Shore Capital Stockbrokers Limited (Joint Broker)
Mark Percy / Toby Gibbs (corporate finance) Tel: +44 (0) 207 408
4090
Jerry Keen (corporate broking)
FirstEnergy Capital LLP (Joint Broker)
Jonathan Wright / David van Erp Tel: +44 (0) 207 448 0200
Camarco (Financial PR)
Billy Clegg Tel: +44 (0) 203 757 4983
Nick Hennis Tel: +44 (0) 203 781 8330
This information is provided by RNS
The company news service from the London Stock Exchange
END
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