AIM Schedule One - Jadestone Energy PLC (3268T)
March 24 2021 - 6:00AM
UK Regulatory
TIDMJSE
RNS Number : 3268T
AIM
24 March 2021
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Current: Jadestone Energy Inc (registration number: BC0350583)
Proposed: Jadestone Energy Plc (company number: 13152520)
("Jadestone" or the "Company)
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES):
Current:
Jadestone Energy Inc.
3 Anson Road
#13-01 Springleaf Tower
Singapore, 079909
Proposed:
Jadestone Energy Plc
Suite 1, 3rd Floor 11-12
St. James's Square
London, SW1Y 4LB
COUNTRY OF INCORPORATION:
Current: Canada
Proposed: England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
www.jadestone-energy.com/aim/
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY. IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Jadestone is an independent oil and gas company focused in
the Asia Pacific region, with a focus on production and near-term
development assets. It has a balanced, low risk, full cycle
portfolio of development, production and exploration assets
in Australia, Vietnam and other parts of Southeast Asia (including
Indonesia and the Philippines). Jadestone Energy Inc ("Inc")
had its common shares (the "Common Shares") admitted to trading
on AIM on 8 August 2018.
The Company has a 100% operated working interest in the Stag
oilfield and the Montara project, both shallow-water offshore
Australia. Both the Stag and Montara assets include producing
oil 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.
Jadestone Energy is headquartered in Singapore, has its principal
technical team in Kuala Lumpur and country operational offices
in Perth, Jakarta, Ho Chi Minh City, and New Plymouth.
Inc is proposing to complete a reorganisation of its corporate
structure through a Canadian plan of arrangement under section
288 of the Business Corporations Act (British Columbia) (the
"Arrangement") to introduce Jadestone Energy Plc ("PLC") as
the new ultimate parent company of the Jadestone group and
pursuant to the Arrangement, the current shareholders of Inc
will have their Common Shares exchanged for ordinary shares
in PLC and the Common Shares will cease to be admitted to trading
on AIM (the "De-listing"). It is proposed that following the
De-listing, the Ordinary Shares (defined herein) will be admitted
to trading on AIM ("Admission").
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
462,149,477 ordinary shares of 50p each in the capital of Jadestone
(the "Ordinary Shares").
There are no shares held in treasury.
There are no restrictions on the transfer of securities to
be admitted.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
No capital being raised on admission.
Current market capitalisation: GBP314 million
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
33.4%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
None.
Following the Arrangement becoming effective, Inc will apply
to delist the Common Shares from trading on AIM and PLC will
seek admission of the Ordinary Shares to trading on AIM.
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Alexander Paul Blakeley - Executive Director, President and
Chief Executive Officer
Daniel ("Dan") Patrick Young - Executive Director and Chief
Financial Officer
Dennis Joseph McShane - Proposed Independent Non-Executive
Director, Chairman =
Robert ("Bob") Alexander Lambert - Proposed Independent Non-Executive
Director, Deputy Chairman
Iain Archibald McLaren - Proposed Independent Non-Executive
Director
Lisa Anne Stewart - Proposed Independent Non-Executive Director
Cedric Christian Joseph Fontenit - Proposed Independent Non-Executive
Director
David Loren Neuhauser - Proposed Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
% ISC
Tyrus Capital S.A.M 25.58%
-------
Livermore Partners LLC 6.99%
-------
Odey Asset Management 6.22%
-------
Baillie Gifford & Co 5.90%
-------
Premier Miton Investors 5.12%
-------
Polar Capital 4.17%
-------
BlackRock 3.82%
-------
Progressive Capital Partners 3.43%
-------
Sandgrove Capital Management 3.29%
-------
Invesco 3.22%
-------
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
Name
Allion
Allison Stenning
Clayton Utz
Consult45 Limited
Gibson, Dunn & Crutcher LLP
Jam Financial Consulting Limited
Langford Consultancy
Maree Melody
Maxdan Pty Ltd
Oakes Consultancy
Pitcher Partners Accountants & Advisors WA Pty Ltd
PricewaterHouse Coopers AU
PricewaterHouse Coopers NZ
Two Consult Pty Ltd
Vazey Accounting Services
Vistic Limited
Watson Farley and Williams
Wilson Consultancy Services
ZR Lawfirm
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) 30 June 2020
(iii) By 30 June 2021, Annual Results for year ended 31 December
2021; by 30 September 2021, Half Yearly Results for six months
ended 30 June 2021; by 30 June 2022, Annual Results for year
ended 31 December 2021.
EXPECTED ADMISSION DATE:
Admission expected on 26 April 2021
NAME AND ADDRESS OF NOMINATED ADVISER:
Stifel Nicolaus Europe Limited
150 Cheapside
London
EC2V 6ET
NAME AND ADDRESS OF BROKER:
Stifel Nicolaus Europe Limited
150 Cheapside
London
EC2V 6ET
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS
ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
Not applicable.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
Quoted Companies Alliance ("QCA") Corporate Governance guidelines.
DATE OF NOTIFICATION:
24 March 2021
NEW/ UPDATE:
NEW
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S
SECURITIES HAVE BEEN TRADED:
AIM
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO
TRADED:
The Common Shares were admitted to trading on AIM on 8 August
2018.
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT
HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED
IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS
OF WHERE THERE HAS BEEN ANY BREACH:
The Directors and the Proposed Directors confirm that, after
due and careful enquiry, Jadestone has adhered to all legal
and regulatory requirements involved in having its securities
traded on AIM.
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS
WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS
(IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
www.jadestone-energy.com/rns/
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
STRATEGY:
The Jadestone Group has built a business delivering free cash
flow streams. Surplus free cash flow is first prioritised for
redeployment into investments within the business, and also
in inorganic activity, provided they meet internal investment
criteria. Thereafter, and wherever possible, the board will
look to provide shareholder distributions, in the form of dividends,
having commenced this in September 2020.
Following Admission, the Jadestone Group will continue to build
a balanced and resilient portfolio of production assets, and
development assets, by applying the following four focused
key principles:
a) to acquire assets with production and/or discovered resources
in the Asia-Pacific region;
b) to realise additional value from existing producing assets
through superior operating capabilities, cost control and incremental
brown field development;
c) to move its existing discoveries to production into the
Asia-Pacific region's energy-short markets; and
d) to add additional reserves and production volumes through
undertaking low risk in-field and near-field exploration.
The Asia-Pacific region consists of numerous mature hydrocarbon
basins with upstream assets operated, in many cases, by national
oil companies, oil majors and large cap independents. The Jadestone
Group frequently reviews and evaluates such assets and is currently
evaluating a number of opportunities although none is sufficiently
progressed so as to require disclosure. Whilst the Jadestone
Group's acquisition screening is stringent, the group is confident
that it will continue to find more opportunities which fit
its strategy to re-invest and generate incremental value well
beyond the seller's view.
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING
POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END
OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE
BEEN PUBLISHED:
All significant changes in the financial or trading position
of Jadestone since 30 June 2020, being the end of the last
financial period for which unaudited financial statements were
published have been the subject of public announcements and
are in the Public Record.
Public Record means all information filed with the Canadian
Securities regulatory authority on www.sedar.com, filed with
the system for electronic disclosure by insiders (SEDI) (available
at www.sedi.ca), all information disclosed to a Regulatory
Information Service with the London Stock Exchange on www.londonstockexchange.com,
all information available on the Company's website at www.jadestone-energy.com
and all information contained in the circular to the shareholders
of Jadestone dated 22 March 2021.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON
TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS
GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM
THE DATE OF ITS ADMISSION:
The Directors and the proposed directors have no reason to
believe that the working capital available to Jadestone will
be insufficient for its present requirements and for at least
12 months from the date of Admission.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE
AIM RULES:
Not applicable.
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
The Ordinary Shares admitted to AIM will be eligible for settlement
in CREST.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
www.jadestone-energy.com/aim/
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT
WHICH IS NOT CURRENTLY PUBLIC:
Please refer to the Appendix to the Schedule One announcement
on the Company's website ( www.jadestone-energy.com/aim/ )
for the following details:
* Strategy following Admission;
* Corporate Governance (post admission);
* Application of the City Code on Takeovers and
Mergers; and
* Material contracts.
Significant additional information in relation to the Admission
is included in the Circular to the shareholders of Jadestone
dated 22 March 2021, which is available on the Company's website
( www.jadestone-energy.com/ ) and on SEDAR at www.sedar.com
.
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST
ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR
END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM
RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN
ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM
RULE 19:
https://www.jadestone-energy.com/investor-relations/financial-results/
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None.
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END
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