Empyrean Energy PLC Option Variation and Shareholder Meeting (9999R)
December 15 2016 - 9:20AM
UK Regulatory
TIDMEME
RNS Number : 9999R
Empyrean Energy PLC
15 December 2016
This announcement contains inside information
Empyrean Energy Plc / Index: AIM / Epic: EME / Sector: Oil &
Gas
Empyrean Energy PLC ('Empyrean' or 'the Company')
OPTION VARIATION AND SHAREHOLDER MEETING
Variation of Option Terms
The Company announced on 18 October 2016 that it had been
informed by Macquarie Bank Limited ('Macquarie') of the sale of its
interest in options in respect of 60,000,000 ordinary shares of
0.2p each in the Company (the 'Options'), to a third party (the
'Optionholder') not connected with the Company.
The terms of the agreement entered into between the Company and
Macquarie in respect of the Options on 30 May 2012 (the 'Option
Agreement') provided that if, before exercise or expiry of the
Options, the Company implements a reorganisation or variation of
its share capital by way of inter alia any capital distribution to
shareholders, then the terms of the Options would be adjusted in
such manner so as to ensure that the economic value of the Options
is preserved as far as possible and that the total number of shares
to be issued pursuant to an exercise of the Options would carry as
nearly as possible (and in any event not less than) the same
proportion as they had before the relevant event of the voting
rights as would have been the case had the unexercised Options been
exercised in full immediately prior to the event giving rise to the
adjustment.
The Company has now reached agreement with the Optionholder on
terms to vary the exercise price of the Options in order to reflect
the amount of the Capital Return, being 7.9p, that the Company
implemented in November 2016. All other terms of the Options,
including expiry dates, will remain unchanged other than as set out
below in relation to the 15,000,000 options with a new exercise
price of 0.1p. The new exercise price of the Options is proposed to
be as follows:
Number of Options Exercise Price Expiry Date
15,000,000 0.1 pence 19(th) July 2017
15,000,000 2.1 pence 19(th) July 2017
15,000,000 4.1 pence 25(th) March 2018
15,000,000 2.1 pence 26(th) July 2019
In relation to the 15,000,000 Options which it is proposed will
be exercisable at 0.1p, the Company is required to seek shareholder
approval to effect this variation as the new exercise price of 0.1p
is below the nominal value of shares in the Company of 0.2p. The
Company therefore intends to seek shareholder approval to
capitalise the difference between the nominal value and the new
exercise price (GBP15,000) from reserves. The Optionholder is
unable to exercise this tranche of Options on the revised terms in
advance of shareholder approval being granted or in the event that
shareholders do not approve the required capitalisation from
reserves. In order to satisfy the Optionholder in this regard, the
Company has agreed that, if the Optionholder wishes to exercise
this tranche of Options prior to shareholder approval being granted
for the capitalisation from reserves or should shareholder approval
not be given, then this tranche of Options will convert at 0.2p
into a greater number of 18,000,000 Ordinary Shares.
Shareholder Meeting
The Company intends to call an Extraordinary General Meeting in
order to approve the capitalisation of the difference between the
nominal value of the Company's Ordinary Shares and the new option
exercise price of 0.1p, as described above, and the potential issue
of shares to Topaz Energy Pty Ltd as detailed in the announcement
issued earlier today.
As previously stated, the Company also intends to take the
opportunity to seek new authorities that will provide it with the
necessary flexibility to raise capital should the market allow and
the Company decides that it is in its best interest.
A Circular will be issued to shareholders shortly in respect of
these matters and further announcements will be made in due
course.
** ENDS **
For further information please visit www.empyreanenergy.com or
contact the following:
Empyrean Energy plc
Tom Kelly Tel: +61 8 9481 0389
Cenkos Securities plc
Neil McDonald Tel: +44 (0) 131 220 9771
Beth McKiernan Tel: +44 (0) 131 220 9778
Nick Tulloch Tel: +44 (0) 131 220 9772
St Brides Partners Ltd
Elisabeth Tel: +44 (0) 20 7236 1177
Cowell
Lottie Brocklehurst Tel: +44 (0) 20 7236 1177
This information is provided by RNS
The company news service from the London Stock Exchange
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