TIDMLEK
RNS Number : 2736J
Lekoil Limited
09 December 2022
9 December 2022
Lekoil Limited
(" LEKOIL" or the "Company")
Publication of Circular and Notice of Extraordinary General
Meeting
LEKOIL (AQSE: LEK), the Cayman Islands litigation asset company
with an investment in oil & gas assets in Nigeria, announces
that, further to its announcement of 7 December 2022 regarding the
proposed settlement of claims with Lekoil Nigeria Limited and
Olalekan Akinyanmi, the former CEO of the Company (the "Settlement
Announcement"), an Extraordinary General Meeting ("EGM") of the
Company will be held on 29 December 2022 at 10.00 a.m. (Greenwich
Mean Time) at the offices of White & Case LLP, 5 Old Broad
Street, London EC2N 1DW, United Kingdom.
Capitalised terms not defined in this announcement shall have
the meaning given to them in the Settlement Announcement.
As noted in Settlement Announcement, the LNL Arrangements and
the Change of Name are conditional upon, amongst other things,
Shareholder approval being obtained at the Extraordinary General
Meeting. The LNL Arrangements and the Change of Name are
inter-conditional.
Under the AQSE Rules, a fundamental change of business requires
the approval of Shareholders by way of an ordinary resolution;
under the Articles, the Change of Name requires the approval of
Shareholders by way of a special resolution. In addition, the
Company is seeking approval to allot Ordinary Shares to settle
certain outstanding debts, including as part of the SEIL
Arrangements.
Accordingly the Directors are seeking approval of a single
special resolution to authorise the LNL Arrangements, the Change of
Name and allotment of Ordinary Shares (together, the "Settlement
Resolution").
In addition, the Directors propose that the following
resolutions are put to Shareholders at the EGM:
To be approved as ordinary resolutions
-- To re-elect Thomas Richardson as a director of the Company; and
-- To re-elect Marco D'Attanasio as a director of the Company.
To be approved as a special resolution:
-- To disapply the provisions of Article 107 of the Articles so
that the Company is required to hold its annual general meeting in
respect of 2022 by no later than 28 February 2023.
If the Settlement Resolution is approved, it is anticipated that
Completion will shortly after the Extraordinary General Meeting
(subject to satisfaction of any other conditions to
Completion).
The expected timetable of principal events in relation to the
General Meeting is as follows:
EVENT EXPECTED TIMETABLE
Publication of Circular 9 December 2022
Latest time and date for receipt 10.00 a.m. on 12 December
of Form of Instruction 2022
Latest time and date for receipt 10.00 a.m. on 23 December
of Form of Proxy 2022
Extraordinary General Meeting 10.00 a.m. on 29 December
2022
All references to time in this announcement are to London time
unless otherwise stated.
Copies of the Notice of EGM and Forms of Proxy and Instruction
have been posted to shareholders and are available to download from
the Company's website.
The Company has received irrevocable undertakings from the
following shareholders confirming their agreement to vote in favour
of the Resolutions detailed below:
-- Savannah Energy in respect of 179,997,756 Ordinary Shares
(representing approximately 23.72% of the Existing Ordinary Shares)
to vote in favour of all of the Resolutions;
-- Lekoil Nigeria in respect of 107,658,847 Ordinary Shares
(representing approximately 14.19% of the Existing Ordinary Shares)
to vote in favour of all of the Resolutions;
-- Hadron Master Fund in respect of 46,025,000 Ordinary Shares
(representing approximately 6.07% of the Existing Ordinary Shares)
to vote in favour of all of the Resolutions;
-- TDR Enterprises Limited in respect of 10,200,000 Ordinary
Shares (representing approximately 1.34% of the Existing Ordinary
Shares) to vote in favour of all of the Resolutions; and
-- Amala Management Limited in respect of 10,200,000 Ordinary
Shares (representing approximately 1.34% of the Existing Ordinary
Shares) to vote in favour of all of the Resolutions.
Accordingly, the Company has received undertakings to vote in
favour of the Settlement Resolution in respect of 354,081,603
Ordinary Shares representing approximately 46.66% of the Company's
issued share capital as at 7 December 2022 (the latest practicable
date prior to the publication of the Circular).
The Directors consider that the terms of the Transactions are in
the best interests of the Company and its shareholders as a
whole.
The Directors consider that the Resolutions to be put to the
Extraordinary General Meeting, including the Settlement Resolution,
are in the best interests of the Company and its shareholders as a
whole and unanimously recommend shareholders to vote in favour of
the Resolutions, as they do in respect of their own beneficial
holdings amounting in aggregate to 10,616,438 Ordinary Shares
representing approximately 1.33% of the Company's issued share
capital as at 7 December 2022, being the latest practicable date
prior to the publication of this announcement.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ('MAR'). Upon the publication of this announcement via
Regulatory Information Service ('RIS'), this inside information is
now considered to be in the public domain.
For further information, please visit www.lekoilplc.com or
contact:
First Sentinel Corporate Finance Ltd (AQSE
Corporate Adviser)
Brian Stockbridge +44 203 989 2200
Tennyson Securities (Broker)
Peter Krens +44 20 7186 9030
--------------------
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END
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