TIDMJSE
RNS Number : 0033T
Jadestone Energy Inc.
22 March 2021
Jadestone Energy Inc.
Posting of Reorganisation Materials, Maari Update
22 March 2021-Singapore: Jadestone Energy Inc. (AIM:JSE) (the
"Company" or "Jadestone"), an independent oil and gas production
company focused on the Asia Pacific region, is pleased to provide
an update on the Company's proposed internal reorganisation (the
"Reorganisation") to effect a re-domicile to the United Kingdom,
with the effect that a newly incorporated English company Jadestone
Energy Plc ("Jadestone Plc") will become the ultimate holding
company of the Jadestone group of companies (the "Jadestone
Group").
The Reorganisation will not result in a change in control in the
ultimate holding company of the Jadestone Group and, accordingly,
will not result in a change in control in the ultimate shareholding
in any of the companies or assets of the Jadestone Group. Further,
the Reorganisation will not result in a change in the management of
any of the Jadestone Group's companies or assets.
In connection with the Reorganisation, the Company will send
today to shareholders of Jadestone ("Shareholders") a management
information circular (the "Circular") setting out the details of
the Arrangement Agreement that will effect the Reorganisation (the
"Arrangement Agreement"), and containing a notice of special
meeting of Jadestone (the "Meeting"). The Company will also send
today to Shareholders an AIM Schedule One announcement and appendix
("AIM Schedule One Announcement") in connection with the
Reorganisation. The Circular and the AIM Schedule One Announcement
have been uploaded to the Company's website,
www.jadestone-energy.com .
The Meeting will be held at Jadestone's head office located at 3
Anson Road, #13 Springleaf Tower, Singapore and by teleconference
whereby Shareholders may attend the Meeting via dial-in on 20 April
2021 at 8.00 a.m. (UK time). At the Meeting, Shareholders will be
asked to approve the Reorganisation and its implementation by way
of a British Columbia, Canada, court-approved plan of arrangement
(the "Arrangement"). The Arrangement must be approved by not less
than 662/3 per cent of the votes cast by the Shareholders present
in person or represented by proxy and entitled to vote at the
Meeting.
Assuming the Reorganisation is approved by Shareholders and the
required court approval is obtained, shares in the Company will be
replaced on a one-for-one basis with shares in Jadestone Plc. The
process for exchanging to shares in Jadestone Plc is described in
detail in the Circular and further information can be found on the
Company's website at www.jadestone-energy.com/investor-relations/
.
Jadestone Plc will have its head office in Singapore and its
registered office at Suite 1, 3rd Floor 11 - 12 St James's Square,
London, United Kingdom, SW1Y 4LB .
Proposed Timetable of the Reorganisation
The anticipated timetable for the completion of the Arrangement
and the key dates as proposed are as follows:
Deadline for receipt of Form of Instruction to 15 April 2021.
Computershare UK:
Deadline for receipt of Forms of Proxy to Computershare: 16 April 2021.
----------------------------------------------------------
Special Meeting: 20 April 2021.
----------------------------------------------------------
Final Court approval: On or about 22 April 2021.
----------------------------------------------------------
Expected last date and time of trading of the Company's On or about 23 April 2021 at 4:30pm (London), 8:30 am
shares on AIM: (Vancouver).
----------------------------------------------------------
Effective time of the Arrangement: 11.59 pm (Vancouver time) on 23 April 2021.
----------------------------------------------------------
Cancellation of admission of the Company's shares to Immediately prior to Jadestone Plc Shares being admitted
trading on AIM: to trading on AIM.
----------------------------------------------------------
Admission of Jadestone Plc Shares to trading on AIM: On or about 26 April 2021 at 8.00 am (London).
----------------------------------------------------------
Deposit deadline (for Letters of Transmittal): On the date that is six years from the effective time the
Arrangement.
----------------------------------------------------------
These dates are subject to change, pursuant to the terms of the
Arrangement Agreement, and the approval of the London Stock
Exchange Plc with respect to the relevant admission date and
cancellation date.
Notice of the Arrangement closing, including the effective time
of the Arrangement, and the admission of Jadestone Plc Shares to
trading and the cancellation of the Company's shares to trading
will be announced through a news release.
Maari Acquisition Long Stop Date
Jadestone remains committed to its acquisition of a 69% operated
working interest in the Maari asset (the "Maari Interest"),
offshore New Zealand. The transaction has achieved several key
milestones with regard to regulatory approvals, and the Company
continues to focus on securing Ministerial consent.
Both Jadestone and the seller remain highly supportive of this
transaction, and have agreed to a further extension of the long
stop date for the transaction to 30 June 2021. Despite the longer
period to closing the deal, the effective date remains 1 January
2019, meaning Jadestone will ultimately receive all economic
benefits of the Maari Interest from that date.
____________________________
For further information, please contact:
Jadestone Energy Inc. +65 6324 0359 (Singapore)
Paul Blakeley, President and CEO +44 7392 940 495 (UK)
Dan Young, CFO ir@jadestone-energy.com
Robin Martin, Investor Relations Manager
Stifel Nicolaus Europe Limited (Nomad, +44 (0) 20 7710 7600 (UK)
Joint Broker)
Callum Stewart
Jason Grossman
Ashton Clanfield
BMO Capital Markets Limited (Joint Broker) +44 (0) 20 7236 1010 (UK)
Thomas Rider
Camarco (Public Relations Advisor) +44 (0) 203 757 4980 (UK)
Billy Clegg jse@camarco.co.uk
James Crothers
About Jadestone Energy
Jadestone Energy Inc. is an independent oil and gas company
focused on the Asia Pacific region. It has a balanced, low risk,
full cycle portfolio of development, production and exploration
assets in Australia, Indonesia and Vietnam.
The Company has a 100% operated working interest in the Stag
oilfield and in the Montara project, both offshore Australia. Both
the Stag and Montara assets include oil producing fields, with
further development and exploration potential. The Company also has
a 100% operated working interest in two gas development blocks in
Southwest Vietnam, and an operated 90% interest in the Lemang PSC,
onshore Sumatra, Indonesia, which includes the Akatara gas
field.
In addition, the Company has executed a sale and purchase
agreement to acquire an operated 69% interest in the Maari Project,
shallow water offshore New Zealand, and anticipates completing the
transaction in H1 2021, upon receipt of customary approvals.
Led by an experienced management team with a track record of
delivery, who were core to the successful growth of Talisman's
business in Asia, the Company is pursuing an acquisition strategy
focused on growth and creating value through identifying,
acquiring, developing and operating assets in the Asia Pacific
region.
Jadestone Energy Inc. is listed on the AIM market of the London
Stock Exchange. The Company is headquartered in Singapore. For
further information on Jadestone please visit
www.jadestone-energy.com .
Cautionary statements
Certain statements in this press release are forward-looking
statements and information (collectively "forward-looking
statements"), within the meaning of the applicable securities
legislation. The forward-looking statements contained in this press
release are forward-looking and not historical facts.
Some of the forward-looking statements may be identified by
statements that express, or involve discussions as to expectations,
beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of phrases such
as "will likely result", "are expected to", "will continue", "is
anticipated", "is targeting", "estimated", "intend", "plan",
"guidance", "objective", "projection", "aim", "goals", "target",
"schedules", and "outlook"). In particular, forward-looking
statements in this press release include, but are not limited to,
statements regarding the completion of the Arrangement, the holding
of the Meeting and the timing for completion of the Maari
acquisition.
Because actual results or outcomes could differ materially from
those expressed in any forward-looking statements, investors should
not place undue reliance on any such forward-looking statements. By
their nature, forward-looking statements involve numerous
assumptions, inherent risks and uncertainties, both general and
specific, which contribute to the possibility that the predicted
outcomes will not occur. Some of these risks, uncertainties and
other factors are similar to those faced by other oil and gas
companies and some are unique to Jadestone. Whilst the Company
believes the expectations reflected herein to be reasonable in
light of the information available to them at this time, the actual
outcome may be materially different owing to factors beyond the
Company's control or within the Company's control where, for
example, the Company decides on a change of plan or strategy.
Accordingly, no reliance may be placed on the figures contained in
such forward-looking statements. The forward-looking information
contained in this news release speaks only as of the date hereof.
The Company does not assume any obligation to publicly update the
information, except as may be required pursuant to applicable
laws.
The information contained within this announcement is considered
to be inside information prior to its release, as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 which is part
of UK law by virtue of the European Union (Withdrawal) Act
2018.
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END
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