Kurs & Likviditet
Beskrivning
Land | Storbritannien |
---|---|
Lista | OB Match |
Sektor | Råvaror |
Industri | Olja & gas |
2019-04-09 11:37:32
African Petroleum Corporation Limited (ACN 125 419 730) ("Company") advises that in relation to the Notice of General Meeting announced on 29 March 2019 ("Notice") in respect of a general meeting of Shareholders to be held at 4.00 pm (WST) on 24 April 2019 ("Meeting"), the Directors have determined to amend and supplement the Notice by information contained in this addendum ("Addendum"). Definitions in the Notice have the same meaning in this Addendum. In the event of any inconsistency the definitions used in this Addendum prevail. This Addendum is supplemental to the Notice and should be read in conjunction with the Notice. Save for the changes set out below, all other Resolutions proposed and information in the Notice remain unchanged. Background to this Addendum As announced on 19 March 2019, the Company has entered into the Combination Agreement to acquire 100% of the issued share capital of PetroNor from the PetroNor shareholders, NOR Energy and Petromal (each a “Vendor” and together, “the Vendors”) (“the Transaction”). Pursuant to the terms of the Combination Agreement, each Vendor is to be issued their respective portion of the Consideration Shares and the Petronor Warrants. Accordingly, Resolution 1 of the Notice seeks Shareholder approval for the purposes of section 611 (item 7) of the Corporations Act to allow the Company to issue the Consideration Shares and Petronor Warrants to the Vendors which, assuming all Warrants held by the Vendors are converted to Shares, will result in the voting power of NOR Energy increasing from nil to 48.65% and the voting power of Petromal increasing from nil to 37.55% in the Shares of the Company. In connection with the Transaction, and pursuant to the terms of the Combination Agreement, each Vendor together with Jens Pace and Stephen West (together the “Restricted Parties”) will agree to provide separate Lock-up Undertakings in respect of Shares and Warrants which will be held by those persons following the issues contemplated by Resolutions 1, 2 and 3 (“Restricted Securities”). Section 608(1) of the Corporations Act provides that a person has a relevant interest in securities if they have the power to dispose of or control the exercise of a power to dispose of, the securities. Therefore, as a result of entering into the Lock-Up Undertakings with the Restricted Parties, the Company will technically be taken to acquire a relevant interest in the Shares issued to those parties. Resolution 3 therefore seeks Shareholder approval for the acquisition by the Company of a relevant interest in the securities to which a Lock-Up Undertaking is entered, being all securities held by the Restricted Parties. Purpose of this Addendum Since lodgement of the Notice, the Company has determined that there is additional information in respect of Resolutions 1 and 3 of which Shareholders should be informed. Accordingly, Shareholders are advised that: (a) in respect of Resolution 1, and resulting from technical provisions of the Corporations Act, the Restricted Parties are deemed to have a relevant interest and voting power in any securities in which the Company has a relevant interest (being the Restricted Securities) thereby increasing the relevant interest and voting power of the Restricted Parties to that of the Company (equal to 86.52% of the Shares on issue following and assuming all Warrants held by the Restricted Parties are converted to Shares); and (b) in respect of Resolution 3, and resulting from technical provisions of the Corporations Act, that the Company seeks approval for the acquisition of a relevant interest by each of the Restricted Parties, rather than solely the Company, in the Restricted Securities by virtue of the terms of the Lock-up Undertakings, in the following terms: Resolution 3 – Approval to Acquire Relevant Interest Arising from Lock-Up Arrangements “That, subject to the passing of Resolution 1, for the purpose of section 611 (item 7) of the Corporations Act and for all other purposes, approval is given for the Restricted Parties to each acquire a relevant interest in: (a) 819,075,324 Shares, equal to 84.3% of the total number of Shares on issue following completion of the Transaction; and (b) 319,446,740 Shares which may be issued upon exercise of the Petronor Warrants, Company Warrants and Replacement Warrants, arising from the lock-up arrangements between the Company and each of NOR Energy, Petromal, Jens Pace and Stephen West, on the terms and conditions set out in the Explanatory Statement.” This Addendum therefore supplements the Notice in respect of those Resolutions and is issued for completeness. Proxy & Proxy Vote Instruction Forms The Company advises that there has been no change to the Proxy Form previously dispatched to Shareholders or the Proxy Vote Instruction form dispatched to Shareholders registered in the VPS. To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, Shareholders are advised that: (a) If you have already completed and returned the Proxy Form or the Proxy Vote Instruction form which accompanied the Notice and you wish to change your original vote, you can complete and return the Proxy Form or the Proxy Vote Instruction form (as applicable) annexed to this Addendum. (b) If you have already completed and returned the Proxy Form or the Proxy Vote Instruction form which accompanied the original Notice of AGM and you do not wish to change your original vote, you do not need to take any action as the earlier submitted Proxy Form will be accepted by the Company or the earlier submitted Proxy Vote Instruction form will be accepted by the VPS Registrar (as applicable). (c) If you have not yet completed and returned a Proxy Form or Proxy Vote Instruction form and you wish to vote on the Resolutions in the Notice of AGM as supplemented by the Addendum, please complete and return the Proxy Form or Proxy Vote Instruction form (as applicable) annexed to this Addendum. To vote in person, please attend the Meeting at the time, date and place set out in the Notice. Shareholders holding shares in the Company which are registered in the Norwegian Central Securities Depository (VPS) will need to exercise their voting rights through the VPS Registrar. Enquiries Shareholders are requested to contact the Company Secretary if they have any queries in respect of the matters set out in these documents. ATTACHED IS THE ADDENDUM TO THE NOTICE OF GENERAL MEETING TOGETHER WITH A SUPPLEMENTARY EXPLANATORY MEMORANDUM