TIDMGBP
RNS Number : 0889P
Global Petroleum Ltd
05 June 2020
5 June 2020
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the EU Market Abuse Regulation (596/2014). Upon the publication of
the announcement via a regulatory information service, this
information is considered to be in the public domain.
GLOBAL PETROLEUM LIMITED
Application for Voluntary Removal from the Official List of the
ASX
Global Petroleum Limited ("Global" or "Company") announces that
it has formally applied to ASX Limited ("ASX") requesting the
removal of the Company from the official list of ASX (the "Official
List") pursuant to ASX Listing Rule 17.11 and ASX has accepted its
application and resolved to remove the Company from the Official
List subject to the satisfaction of the conditions set out in the
full ASX decision outlined in Annexure A.
Global's securities are currently listed/quoted on two
securities exchanges - the Official List and AIM.
Following due consideration/and in order to streamline the
Company's listing and compliance costs, the Directors of Global
resolved that the continued listing of the Company's securities on
the Official List was no longer in the best interests of the
Company and its shareholders. Factors the Board considered include
the following:
(a) Predominance of AIM listing : the Company's ordinary shares
were admitted to trading on AIM on 7 March 2005. Over the last five
years there have been approximately 4,830 trades on ASX and
approximately 19,000 trades on AIM. The total number of shares that
are represented by depository interests for trading on AIM is
approximately 75% of the Company's issued shares.
(b) Limited operations in Australia : the Company's current
exploration assets are oil and gas permits offshore in Namibia and
the Company also has permit applications offshore Italy. It is the
Company's current intention to continue to explore these
opportunities. Save for maintaining a registered office in
Australia, the Company does not have any direct Australian
interests and four of its six Board members are now based in the
UK.
(c) Lack of Australian investor interest : Australian
institutional and retail investor interest in the Company is low
and has remained so despite continued efforts by the Company to
attract and retain investors based in Australia.
(d) Costs : maintaining two listings adds additional costs to
the Company's business. Additionally, there are indirect costs
associated with the need to devote management's time to attending
to matters relating to the ASX listing which could be better
directed elsewhere. Accordingly, the Board believes that the
sizeable costs associated with retaining a listing on the Official
List outweigh the benefits of maintaining such a listing
particularly in light of the Company's inability to raise capital
from Australian based investors in recent years.
Accordingly, Global has obtained in-principle advice from ASX in
relation to ASX's position regarding a request from the Company to
be removed from the Official List. ASX has advised Global that it
would be likely to grant such a request and remove the Company from
the Official List on a date to be decided by ASX, subject to the
Company's compliance with the following conditions:
1. Global sending a written or electronic communication in a
form and substance satisfactory to ASX (the "Notice") to all
security holders whose securities are held on the Company's
Australian register (the "Australian Shareholders") detailing the
following:
(a) the nominated time and date at which the entity will be
removed from the Official List (the "Nominated Time");
(b) that Australian Shareholders who wish to sell their
securities on ASX will need to do so before the Nominated Time;
(c) that Australian Shareholders who do not sell their
securities on ASX before the Nominated Time will thereafter only be
able to sell them on-market on AIM; and
(d) generally what Australian Shareholders will need to do if
they wish to sell their securities on AIM.
2. The removal not taking place any earlier than one month after
the date on which the Notice has been sent to all Australian
Shareholders.
3. Global releasing to the market the full terms of ASX's
decision upon formal application being made to delist the Company
from the Official List (see Annexure A).
Global intends to comply in full with the above conditions and
proposes to send the Notice to all Australian Shareholders on or
around 5 June 2020.
Global will seek to maintain its listing on ASX for one month
after the Notice is sent to all Australian Shareholders. On the
basis that the requisite Notice is duly sent to all Australian
Shareholders on 5 June 2020, Global has requested that the
Nominated Time for the Company's removal from the Official List be
4.00 p.m. (AEST) 8 July 2020. Assuming a delisting date of 8 July,
trading in Global's ordinary shares on ASX would continue on an
uninterrupted basis until 6 July 2020 which would be the last
trading date of shares on ASX.
Following the Company's removal from the Official List:
1. Australian Shareholders will have their Global shares held on
the CHESS and issuer sponsored sub-registers converted into
certificated forms on the Australian share register (which will
continue to be maintained on Global's behalf by Computershare
Investor Services Pty Limited). This process will occur
automatically, and no action will be required by an Australian
Shareholder. The Company's Australian share register will now be
unlisted and accordingly the Global shares held by Australian
Shareholders will not be able to be traded on ASX;
2. if the Company has more than 100 shareholders it will be an
"unlisted disclosing entity" under the Corporations Act. As such
the Company will still be required to give continuous disclosure of
material matters in accordance with the Corporations Act by filing
notices with ASIC under section 675 of the Corporations Act and the
Company will be required to lodge annual audited and half-yearly
financial statements in accordance with the requirements of the
Corporations Act. However, if the Company ceases to be an unlisted
disclosing entity there will be no ongoing requirements for the
Company to give continuous disclosure of material matters under
section 675 or lodge half-yearly financial statements reviewed by
an auditor but as a public company it will continue to be required
to lodge annual audited financial statements. In addition, the
Company notes that while its securities are admitted to trading on
AIM, it will also be required to give continuous disclosure of
material matters in accordance with the AIM rules; and
3. in order to trade Global's shares on AIM in the UK,
Australian Shareholders will need to convert their Global shares
into "depository interests" ("Global DIs") to facilitate holding
and trade settlement via CREST. CREST is a UK computerised
paperless share transfer and settlement system which allows shares
and other securities to be held in electronic rather than paper
form and transferred otherwise than by written instrument. CREST is
a voluntary system and those who wish to continue to still hold
their Global shares on the Australian share register, will be able
to do so (although this will preclude the holder from being able to
trade those Global shares on AIM);
The Company's UK share registry, Computershare Investor Services
PLC ("Computershare UK") holds and issues "depository interests" in
respect of, and representing, on a one-for-one basis, Global
shares.
Holders of Global DIs have the same rights as holders of Global
shares, including but not limited to, the right to:
1. receive notices of meetings and other notices issued by Global;
2. exercise the voting rights attached to the underlying Global shares; and
3. receive any dividends paid by Global from time to time to Global's shareholders.
The Global DIs are independent securities and are held on a
Depository register maintained by Computershare UK. The Global DIs
have the same security code and international securities
identification number as the underlying Global shares which they
represent and do not require a separate admission to trading on
AIM.
Australian Shareholders wishing to hold their Global DIs in
CREST and trade Global shares on AIM will be required to wait until
they have received their share certificate for their Global shares
from Computershare Investor Services Pty Limited and then engage
the services of a broker who is able to accept the Global DIs into
CREST, and then proceed to convert those Global shares into Global
DIs.
To assist Australian Shareholders who may wish to trade Global
shares on AIM following Global's removal from the Official List,
Global has appointed Australian Stockbrokers, Argonaut Securities
Pty Ltd ("Argonaut") to facilitate trading on AIM and the holding
and settlement of Global DIs within CREST. Australian Shareholders
requiring assistance should contact Mr Harrison Massey of Argonaut
on:
Mobile: +61 431 447 904
Work: +61 8 9224 6829
Alternatively, Australian Shareholders may wish to appoint a
Stockbroker based in the UK. A list of UK Stockbrokers can be found
via the London Stock Exchange website www.londonstockexchange.com
.
Australian Shareholders who have any questions on converting
Global Shares to Global DIs should contact Computershare Investor
Services Pty Limited on:
1300 850 505 within Australia; or
+61 3 9415 4000 from overseas.
As part of the procedure for delisting from ASX, Global will be
issued with a new International Securities Identification Number
(ISIN), to be provided with a new FISN and CFI code. The Company
will advise of the new ISIN and the new codes in due course, along
with any change in the corporate governance code to be adopted from
the point of the delisting from ASX.
If a Shareholder considers the removal from the Official List to
be contrary to the interests of the Shareholders as a whole or
oppressive to, unfairly prejudicial to, or unfairly discriminatory
against a Shareholder or Shareholders, it may apply to the court
for an order under Part 2F.1 of the Corporations Act. Under section
233 of the Corporations Act, the court can make any order that it
considers appropriate in relation to the Company, including an
order that the Company be wound up or an order regulating the
conduct of the Company's affairs in the future.
If a Shareholder considers that the removal from the Official
List involves "unacceptable circumstances", it may apply to the
Takeovers Panel for a declaration of unacceptable circumstances and
other orders under Part 6.10 Division 2 Subdivision B of the
Corporations Act (refer also to Guidance Note 1: Unacceptable
Circumstances issued by the Takeovers Panel). Under section 657D of
the Corporations Act, if the Takeovers Panel has declared
circumstances to be unacceptable, it may make any order that it
thinks appropriate to protect the rights or interests of any person
or group of persons, where the Takeovers Panel is satisfied that
those rights or interests are being affected, or will be or are
likely to be affected, by the circumstances.
For further information, please visit www.globalpetroleum.com.au
or contact:
Global Petroleum Limited
Peter Hill, Managing Director & CEO +44 (0) 20 3 875 9255
Andrew Draffin, Company Secretary +61 (0)3 8611 5333
Cantor Fitzgerald Europe (Nominated Adviser
& Joint Broker)
David Porter/Rick Thompson +44 (0) 20 7894 7000
Tavistock (Financial PR & IR)
Simon Hudson / Nick Elwes/ Barney Hayward +44 (0) 20 7920 3150
Annexure A
ASX Decision
ASX's decision is as follows:
1. Subject to Resolution 2, and based solely on the information
provided, on receipt of an application for removal from the
official list of ASX Limited ("ASX") under listing rule 17.11 by
Global Petroleum Limited the "Company"), ASX would likely to remove
the Company from the official list of ASX, on the date to be
decided by ASX, subject to compliance with the following
conditions:
1.1 The Company sends written or electronic communications to
all security holders whose securities are held on the Company's
Australian register, in form and substance satisfactory to ASX,
setting out:
1.1.1 the nominated time and date at which the entity will be
removed from the ASX official list and that:
(a) if they wish to sell their securities on ASX, they will need to do so before then; and
(b) if they don't, thereafter they will only be able to sell the
underlying securities on-market on the Alternative Investment
Market ("AIM").
1.1.2 generally what they need to do if they wish to sell their securities on AIM; and
1.2 The removal shall not take place any earlier than one month
after the date the information in Resolution 1.1 has been sent to
security holders.
1.3 The Company releases the full terms of this decision to the
market upon making a formal application to ASX to remove the
Company from the official list of ASX.
2. Resolution 1 applies only until 22 July 2020 and is subject
to any amendment to the listing rules or changes in the
interpretation or administration of the listing rules and policies
of ASX.
3. ASX has considered Listing Rule 17.11 only and makes no
statement as to the Company's compliance with other listing
rules.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCKKPBQPBKKNAK
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June 05, 2020 02:00 ET (06:00 GMT)
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