IVE Irvine Energy

 

TIDMIVE 
 
RNS Number : 5381R 
Irvine Energy PLC 
30 April 2009 
 

Irvine Energy plc / Index: AIM / Epic: IVE / Sector: Exploration & Production 
 
 
30 April 2009 
 
 
Irvine Energy plc ("Irvine" or "the Company") 
 
 
Notice of General Meeting 
 
 
Irvine Energy plc, the AIM listed oil and gas exploration and production 
company, gives notice that a general meeting of the Company will be held at the 
offices of Sprecher Grier Halberstam LLP, 5th Floor, One America Square, 
Crosswall, London EC3N 2SG on 15 May 2009 at 10.30 am. 
 
 
The Company and GasRock Capital LLC ("GasRock") entered into a conditional 
guarantee termination and release agreement on 19 March 2009 whereby, inter 
alia, GasRock released the Company from the Guarantee and the Company agreed to 
grant an option ("the Option") to subscribe for 100,000,000 Ordinary Shares to 
GasRock. The purpose of the general meeting is to renew the Board's authority to 
allot the Company's share capital and to waive pre-emption rights to enable, in 
particular, the allotment of Ordinary Shares to GasRock pursuant to the Option. 
 
 
The Notice of the General Meeting has been posted to shareholders, and the 
letter sent to shareholders by the Company's Chairman, Douglas Manner, is copied 
below. Copies of these documents are available to view on the Company's website 
(www.irvineenergy.com). 
 
 
 
Notice of General Meeting 
 
 
Dear Shareholder, 
introduction 
The Company and GasRock entered into a conditional guarantee termination and 
release agreement on 19 March 2009 whereby, inter alia, GasRock released the 
Company from the Guarantee and the Company agreed to grant an option to 
subscribe for 100,000,000 Ordinary Shares to GasRock. The purpose of the general 
meeting is to renew the Board's authority to allot the Company's share capital 
and to waive pre-emption rights to enable, in particular, the allotment of 
Ordinary Shares to GasRock pursuant to the Option. 
The release 
On 28 May 2008, the Company's wholly owned subsidiaries, Wattle Energy and Pinon 
Energy, entered into the Credit Agreement with GasRock and the Company 
guaranteed the Borrowers' obligations on the terms of the Guarantee. The Credit 
Agreement provided a debt facility of US$50 million of which US$6.12 million has 
been drawn down by the Borrowers.  In addition, the Company and its subsidiaries 
provided security to GasRock comprising share pledges, mortgages and similar 
securities over the subsidiaries and their assets. 
On 27 January 2009, GasRock issued a notice of default to the Borrowers 
demanding repayment of the outstanding balance of the moneys owed to it under 
the Credit Agreement. GasRock also issued a notice to the Company claiming 
payment of the same amount in accordance with the terms of the Guarantee. As of 
31 March 2009, the outstanding balance of the moneys owed by the Borrowers to 
GasRock was US$5,507,410. 
On 19 March 2009, the Company and GasRock entered into the Release pursuant to 
which GasRock released the Company from its obligations under the Guarantee in 
consideration of the payment of GBP370,000. The consideration has been paid to 
GasRock and, accordingly, the Company has been released from the Guarantee. 
In addition, the Company agreed to grant GasRock an option to subscribe for 100 
million ordinary shares in the Company at 0.1 pence per share. If the Option is 
not granted prior to 19 May 2009, GasRock will have a liquidated claim for GBP1 
million against the Company. 
At present, the Board does not have sufficient authority to issue further 
Ordinary Shares assuming that the Option is exercised in full. Accordingly, the 
Company has not granted the Option to GasRock. The resolutions to be proposed at 
the general meeting seek to renew the Board's authority to allot the Company's 
share capital and to waive pre-emption rights to enable, in particular, the 
allotment of Ordinary Shares to GasRock pursuant to the Option. If the 
resolutions are passed at the general meeting, the Company will immediately 
issue the Option to GasRock. 
The directors are of the opinion that it was necessary for the Company to enter 
into the Release in order to ensure its solvency and, therefore, to continue to 
operate. The Company's net cash position, after paying the cash consideration to 
GasRock, was approximately GBP110,000. The Company's liabilities (as opposed to 
those of the Borrowers) are not material. In the opinion of the directors, the 
Company has sufficient resources to pursue negotiations on the outstanding debt 
with GasRock. However, Shareholders should note that the Company is unlikely to 
be able to carry on operating if GasRock claims GBP1 million because it has not 
been granted the Option. 
Accordingly, the directors believe it is in the best interests of the Company 
that Shareholders pass the resolutions to enable the Company to issue the 
Option. 
The COMPANY'S ASSETS 
GasRock has not reached a conclusion as to the course of action it wants to take 
in relation to enforcing its security. However, it is of the view that the 
current market for the sale of the assets is poor. GasRock and the Company have 
been considering various proposals under Chapter 7 and Chapter 11 of United 
States Bankruptcy Code. Under these proposals, there is a real risk that the 
Company will not retain an interest in any of its assets. In these 
circumstances, the Company may be treated as an investment company under the 
Rule 15 of the AIM Rules. 
The Company and GasRock are also in discussions with third parties regarding the 
acquisition of additional assets, the extension of the Credit Agreement and the 
raising of further equity. However, the directors express no opinion on the 
likelihood of a successful outcome to these discussions and caution Shareholders 
against drawing any premature inferences. 
The Company has made various efforts to raise funds by selling non-core and core 
assets. However, the current environment for the sale of such assets is poor 
and, at this stage, the Company has been unable to conclude a transaction. 
Neither the directors nor GasRock expect the environment to materially change in 
the short term. 
Metro, the operator of the Company's assets, has claimed approximately US$3.8 
million from the Borrowers in respect of seismic acquisition, joint interest 
billings and management fees. The Borrowers have asked Metro to substantiate its 
claim and this process is ongoing. Metro continues to withhold revenues payable 
to the Company pending the resolution of this dispute. 
TRADING ON AIM 
On 30 January 2009, the Company requested a suspension of trading of its shares 
on AIM, pending clarification of the Company's financial position and 
discussions with GasRock. 
Despite the Release, there remains a significant degree of uncertainty over the 
financial position of the Company and as such, the shares shall remain suspended 
until further notice. 
RESOLUTIONS 
The resolutions to be proposed at the General Meeting are set out in full in the 
notice of meeting attached to this document. 
ACTION TO BE TAKEN 
A form of proxy is enclosed for use by Shareholders at the General Meeting. If 
you are a Shareholder, you are requested to complete, sign and return the form 
of proxy, whether or not you intend to be present at the meeting, and return it 
to Share Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, 
Surrey GU9 7LL. The completion and return of a Form of Proxy will not prevent 
you from attending the meeting and voting in person should you subsequently wish 
to do so. 
recommendation 
The Directors consider that the proposed resolutions are in the best interests 
of the Company and its Shareholders as a whole. 
Accordingly, the Directors unanimously recommend that you vote in favour of the 
resolutions being proposed at the General Meeting, as they intend to do or 
procure to be done in respect of their own and their connected persons' 
beneficial holdings. 
Yours faithfully 
 
 
Doug Manner 
Chairman 
 
 
 
 
* * ENDS * * 
 
For further information please visit http://www.irvineenergy.com or contact: 
 
 
+---------+------------+-----------+ 
| Michael | Irvine     | Tel:      | 
| Frayne  | Energy     | +44       | 
|         | plc        | (0) 20    | 
|         |            | 7766 7500 | 
+---------+------------+-----------+ 
| Doug    | Irvine     | Tel:      | 
| Manner  | Energy     | +44       | 
|         | plc        | (0) 20    | 
|         |            | 77667500  | 
+---------+------------+-----------+ 
| Robert  | Evolution  | Tel:      | 
| Collins | Securities | +44       | 
|         |            | (0) 20    | 
|         |            | 7071 4300 | 
+---------+------------+-----------+ 
| Adam    | Evolution  | Tel:      | 
| James   | Securities | +44       | 
|         |            | (0) 20    | 
|         |            | 7071 4300 | 
+---------+------------+-----------+ 
| Hugo    | St         | Tel:      | 
| de      | Brides     | +44       | 
| Salis   | Media      | (0) 20    | 
|         | &          | 7236 1177 | 
|         | Finance    |           | 
+---------+------------+-----------+ 
|         |            |           | 
+---------+------------+-----------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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