Result of EGM and Information on Concert Party
January 15 2009 - 6:45AM
UK Regulatory
TIDMBLR
RNS Number : 7077L
Black Rock Oil & Gas PLC
15 January 2009
+-------------------------------------+-------------------------------------+
| For immediate release | 15 January 2009 |
+-------------------------------------+-------------------------------------+
Black Rock Oil & Gas Plc
("Black Rock" or the "Company")
Result of the EGM
Information on the Concert Party
On 22 December 2008 the Board of Black Rock (the "Board") announced that the
Company has posted the circular to shareholders containing full details of the
proposed subscription by Cetus Investment Resources Inc ("Cetus Investment") and
containing a Notice of an Extraordinary General Meeting (the "EGM") to be held
on Thursday 15 January 2009 (the "Document").
1.EGM Result
The Board is pleased to announce that at the EGM of the Company held earlier
today, all the following resolutions, as detailed in the Document were duly
passed:
(i) The waiver of the obligations on the Concert Party (or any member of it) to
make a general offer to Shareholders pursuant to Rule 9 of the City Code in the
event of the issue of new Ordinary Shares to the Concert Party on completion of
the Investment. This Resolution was approved by the Independent Shareholders on
a poll;
(ii) The increase in the share capital of the Company by the creation of a
further 1,150,000,000 Ordinary Shares of 1p each;
(iii) The renewal of the authority of the Directors to issue new Ordinary Shares
in the capital of the Company pursuant to section 80 of the 1985 Act;
(iv) The disapplication of the statutory pre-emption rights contained in section
89(1) of the 1985 Act in the circumstances specified in the resolution;
(v) The change of the name of the Company to Woburn Energy Plc; and
(vi) The adoption the New Articles of Association.
Following the passing of the Resolutions at the EGM on 15 January 2009, Black
Rock will complete the proposals set out in the Document when the First
Subscription Shares have been admitted to trading on AIM ("Admission").
Application for Admission will be made immediately following the restoration of
trading of the Company's Ordinary Shares on AIM which is expected to occur
immediately following publication of the audited report and accounts for the
year ended 30 June 2008 (the "Accounts"). The Company expects to publish the
Accounts shortly and a further announcement will be made in due course.
2. Information on the Concert Party
Cetus Investment is a newly-formed company established specifically to make the
investment in Black Rock and is a wholly-owned subsidiary of Zaver Petroleum.
In addition to its interest in Cetus Investment, Zaver Petroleum has a 55 per
cent. interest in OPII, an established oil and gas development and production
company.OPII is the successor corporate entity to Orient Petroleum Inc.
(formerly Occidental of Pakistan Inc., a US based company) which commenced oil
and gas exploration in Pakistan in 1979. OPII currently either operates or has
an equity interest in oil and gas fields in Pakistan and has participated in
joint ventures with local and foreign companies and also the Government of
Pakistan.
On completion of the First Subscription, the Concert Party will initially hold
200,000,000 Ordinary Shares in aggregate, representing 86.147 per cent. of
the Enlarged Issued Share Capital. On the assumption that the Concert Party
subscribes for the maximum number of new Ordinary Shares on completion of the
Second Subscription, the Concert Party will hold a maximum of 1,200,000,000 new
Ordinary Shares in aggregate, representing approximately 97.39 per cent. of the
Second Enlarged Issued Share Capital. The minimum and maximum shareholdings of
each member of the Concert Party immediately following Completion and completion
of the Second Subscription are set out below:
+---------------+--------------+-------------+---------------+---------------+--------------+
| Concert Party | First | Percentage | Maximum | Maximum | Percentage |
| Member | Subscription | of Enlarged | Second | holding of | of Second |
| | Shares | Issued | Subscription | Ordinary | Enlarged |
| | | Share | Shares (Note | Shares by | Issued Share |
| | | Capital on | 4) | the Concert | Capital |
| | | Completion | | Party | |
| | | | | | |
+---------------+--------------+-------------+---------------+---------------+--------------+
| Cetus | 200,000,000 | 86.147 | 1,000,000,000 | 1,200,000,000 | 97.39 |
| Investment | | | | | |
| Resources Inc | | | | | |
+---------------+--------------+-------------+---------------+---------------+--------------+
| Mr Hasan Ali | - | - | - | - | - |
| Hashwani | | | | | |
| (Note 1) | | | | | |
+---------------+--------------+-------------+---------------+---------------+--------------+
| Rustom Bejon | - | - | - | - | - |
| Kanga (Note | | | | | |
| 2) | | | | | |
+---------------+--------------+-------------+---------------+---------------+--------------+
| Arif Kemal | - | - | - | - | - |
| (Note 3) | | | | | |
+---------------+--------------+-------------+---------------+---------------+--------------+
| Kamran Ahmed | - | - | - | - | - |
| (Note 3) | | | | | |
+---------------+--------------+-------------+---------------+---------------+--------------+
| | | | | | |
+---------------+--------------+-------------+---------------+---------------+--------------+
| Total | 200,000,000 | 86.147 | 1,000,000,000 | 1,200,000,000 | 97.39 |
+---------------+--------------+-------------+---------------+---------------+--------------+
Note 1. Cetus Investment Resources Inc is a wholly-owned subsidiary of
Zaver Petroleum International Inc which is itself a wholly-owned subsidiary of
United Paramount Holding Corp. Mr. Hasan Ali Hashwani is beneficially interested
in the entire issued share capital of United Paramount Holding Corp.
Note 2. Rustom Bejon Kanga is a director of Cetus Investment Resources
Inc and a Proposed Director of the Company.
Note 3. Arif Kemal and Kamran Ahmed are Proposed Directors of the
Company.
Note 4. Assumes that Cetus Investment subscribes for all the Second
Subscription Shares issued by the Company pursuant to the Development Funding
Agreement, based on maximum issue size of GBP10 million and the subscription
price of 1 pence per Ordinary Share.
Following Completion, the Company will no longer be considered to have its place
of central management and control in the United Kingdom by virtue of the
overseas residency of a majority of the New Board. Accordingly, following
Completion, the Company will not be subject to the City Code.
Following completion of the Proposals, the Concert Party will hold 50 per cent.
of the Enlarged Issued Share Capital and accordingly, under the City Code,
whilst they continue to be treated as acting in concert, each member will be
able to increase further his respective percentage shareholding in the voting
rights of the Company without incurring an obligation under Rule 9 to make a
general offer to Shareholders to acquire the entire issued share capital of the
Company. However, individual members of the Concert Party will not be able to
increase their percentage shareholding through or between a Rule 9 threshold,
without the consent of the Panel.
Enquiries:
+------------------------------------------------+----------------------------+
| Black Rock Oil & Gas Plc | Tel: 01189 001350 |
+------------------------------------------------+----------------------------+
| Dr John Cubitt, Managing Director | www.blackrockoil.com |
+------------------------------------------------+----------------------------+
| | |
+------------------------------------------------+----------------------------+
| Beaumont Cornish Limited (Nominated Adviser) | Tel: 0207 628 3396 |
+------------------------------------------------+----------------------------+
| Michael Cornish | |
+------------------------------------------------+----------------------------+
| | |
+------------------------------------------------+----------------------------+
Definitions
+------------------------+-------------------------------------------------------+
| "Completion" | completion of the Proposals |
| | |
+------------------------+-------------------------------------------------------+
| "Development Funding" | funding of a minimum of GBP5,000,000 and a maximum of |
| | GBP10,000,000 to be provided by Cetus Investment to |
| | Black Rock pursuant to the Development Funding |
| | Agreement |
+------------------------+-------------------------------------------------------+
| "Development Funding | The agreement entered into taken by the Company (1) |
| Agreement" | and Cetus Investment (2) relating to the Development |
| | Funding, details of which are set out in paragraph |
| | 6.1.13 of Part 4 of the Document |
+------------------------+-------------------------------------------------------+
| "Enlarged Issued Share | the issued ordinary share capital of the Company on |
| Capital" | Completion, comprising the Existing Ordinary Shares |
| | and the First Subscription Shares |
+------------------------+-------------------------------------------------------+
| "Existing Ordinary | the 32,160,407 existing issued Ordinary Shares at the |
| Shares" | date of the Document |
| | |
| | |
+------------------------+-------------------------------------------------------+
| "First Subscription" | the investment of GBP2,000,000 by Cetus Investment |
| | pursuant to the Subscription Agreement |
| | |
+------------------------+-------------------------------------------------------+
| "First Subscription | 200,000,000 new Ordinary Shares to be issued pursuant |
| Shares" | to the First Subscription |
| | |
| | |
+------------------------+-------------------------------------------------------+
| "Independent | those Shareholders entitled to vote on the Resolution |
| Shareholders" | 1 pursuant to paragraph 2(d) of Appendix 1 of the |
| | City Code |
| | |
+------------------------+-------------------------------------------------------+
| "New Board" | means Tony Baldry, John Cubitt and the Proposed |
| | Directors |
| | |
+------------------------+-------------------------------------------------------+
| "Ordinary Shares" | ordinary shares of 1 penny each in the share capital |
| | of the Company |
| | |
+------------------------+-------------------------------------------------------+
| "Orient Petroleum" | Orient Petroleum (UK) Limited |
| | |
+------------------------+-------------------------------------------------------+
| "OPII" | Orient Petroleum International Inc. whose registered |
| | office is located at Morgan & Morgan Building, Pasea |
| | Estate, Road Town, Tortola, British Virgin Islands |
| | |
+------------------------+-------------------------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers, the regulatory |
| | body which administers the City Code |
| | |
+------------------------+-------------------------------------------------------+
| "Proposed Directors" | Arif Kemal, Hasan Ali Hashwani, Rustom Bejon Kanga |
| | and Kamran Ahmed who will be appointed directors of |
| | the Company conditional on Admission |
| | |
+------------------------+-------------------------------------------------------+
| "Resolutions" | the resolutions set out in the notice of EGM at the |
| | end of this Document and 'Resolution' shall mean any |
| | one of them as appropriate |
+------------------------+-------------------------------------------------------+
| "Rights Offer" | the offer to Shareholders of the Second Subscription |
| | Shares on a pre-emptive basis pro rata to their |
| | shareholding in the Company at such time the issued |
| | ordinary share capital of the Company on completion |
| | of the Second Subscription, comprising the Existing |
| | Ordinary Shares, the First Subscription Shares and |
| | the Second Subscription Shares |
+------------------------+-------------------------------------------------------+
| "Second Enlarged | the issued ordinary share capital of the Company on |
| Issued Share Capital" | completion of the Second Subscription, comprising the |
| | Existing Ordinary Shares, the First Subscription |
| | Shares and the Second Subscription Shares |
| | |
+------------------------+-------------------------------------------------------+
| "Second Subscription" | the further subscription of up to a maximum of |
| | GBP10,000,000 by the Investor for new Ordinary Shares |
| | at a subscription price of 1p per Ordinary Share |
| | pursuant to the Development Funding Agreement |
+------------------------+-------------------------------------------------------+
| "Second Subscription | up to 1,000,000,000 new Ordinary Shares to be issued |
| Shares" | pursuant to the Second Subscription |
| | |
| | |
+------------------------+-------------------------------------------------------+
| "Shareholders" | holders of Ordinary Shares |
| | |
| | |
+------------------------+-------------------------------------------------------+
| "Waiver" | the conditional waiver by the Panel of the obligation |
| | of the Concert Party that may otherwise arise under |
| | 'Rule 9' of the City Code to make a mandatory cash |
| | offer for the issued Ordinary Shares not already |
| | owned by the Concert Party on Completion |
+------------------------+-------------------------------------------------------+
| "Zaver Petroleum" | Zaver Petroleum International Inc whose registered |
| | office is located at Morgan & Morgan Building, Pasea |
| | Estate Road Town, Tortola, British Virgin Islands |
| | |
+------------------------+-------------------------------------------------------+
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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