TIDMPRD
RNS Number : 0614F
Predator Oil & Gas Holdings PLC
05 March 2020
PREDATOR OIL & GAS HOLDINGS PLC
Address:
3(rd) Floor, Standard Bank House
47-49 La Motte Street, St. Helier, Jersey
JE2 4SZ
Tel: +44 1534 834 600
Fax: +44 1534 834 601
Website: www.predatoroilandgas.com
Email: info@predatoroilandgas.com
Predator Oil & Gas Holdings plc
Notice of General Meeting
THE NOTICE OF A GENERAL MEETING OF PREDATOR OIL & GAS
HOLDINGS PLC (THE 'COMPANY') TO BE HELD AT 11.00AM ON WEDNESDAY, 25
MARCH 2020 AT OAK GROUP (JERSEY) LIMITED, 3RD FLOOR, STANDARD BANK
HOUSE, 47-49 LA MOTTE STREET, ST HELIER, JERSEY JE2 4SZ, IS
CONTAINED WITHIN THIS DOCUMENT.
IF YOU ARE A HOLDER OF ORDINARY SHARES, PLEASE COMPLETE AND
SUBMIT A FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED
THEREON, WHETHER OR NOT YOU PROPOSE TO ATT THE GM. THE FORM OF
PROXY MUST BE RECEIVED NO LATER THAN 11.00AM ON MONDAY, 23 MARCH
2020.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to what action you should take, you
are recommended to seek your own financial advice from your
stockbroker or other independent adviser authorised under the
Financial Services and Markets Act 2000.
If you have recently sold or transferred all of your shares in
Predator Oil & Gas Holdings plc, please forward this document,
together with the accompanying documents, as soon as possible
either to the purchaser or transferee or to the person who arranged
the sale or transfer so they can pass these documents to the person
who now holds the shares.
LETTER FROM THE CHAIRMAN
PREDATOR OIL & GAS HOLDINGS PLC
(Incorporated in Jersey with registered number 125419)
Registered Office:
3(rd) Floor, Standard Bank House
47-49 La Motte Street
St Helier
Jersey JE2 4SZ
5(th) March 2020
NOTICE OF GENERAL MEETING
Dear Shareholder,
I am writing to you with details of a General Meeting of the
Company which will be held at Oak Group (Jersey) Limited, 3(rd)
Floor, Standard Bank House, 47-49 La Motte Street, Jersey, JE2 4SZ
on Wednesday 25 March 2020 at 11.00am. The Notice of General
Meeting is set out on page 3 of this document. All shareholders are
entitled to vote, attend and speak at the General Meeting.
Purpose of the General Meeting
Special Resolution no. 1 (Authority for the directors to allot
Ordinary Shares)
The Company announced on 15 February 2019 it had raised GBP1.5
million by the issue of a convertible loan note ("Loan Notes") to
Arato Global Opportunities LLP ("Arato" or the "Lender"). The net
proceeds of the Loan Notes were used to fund a returnable bank
guarantee in respect of the work programme agreed to be carried out
by the Company on the Guercif licence in Morocco. The nominal
amount of each Loan Note is GBP1 and the aggregate principal amount
is GBP1.5 million.
The Loan Notes are convertible at any time at the election of
the Lender at 105% of the principal amount being converted. The
price at which the Loan Notes convert is 90 per cent. of the volume
weighted average share price of a Predator ordinary share for the
two trading days immediately preceding the conversion date. The
Loan Notes can otherwise be redeemed at any time by the Company in
cash in an amount of 105% of the principal amount plus a fee of 10%
of the principal amount being repaid.
In addition, the Lender was issued with warrants to subscribe
for 2,083,333 ordinary shares in the Company, and Novum, the
Company's broker, was issued with warrants to subscribe for
2,000,000 ordinary shares in the Company, each at an exercise price
of 12p per share for a period of 2 years ("Warrants").
The Company announced on 14 February 2020 that it had
conditionally placed 89,000,000 new ordinary shares of no par value
in the Company (the "Placing Shares") to raise GBP3.56 million
(before expenses) (the "Placing"). The Placing Shares were admitted
to listing on the UK Listing Authority's Official List (standard
listing segment) and to trading on the London Stock Exchange's main
market for listed securities on 28 February 2020. An Agreement with
Arato Global Opportunities LLC ("Arato") allowed the Company to
maximise the cash resources available under the Placing as
follows:
Arato or the Lender, providers of the Convertible Loan Note,
agreed with the Company:
-- to an Orderly Market Agreement
-- to allow the Company not to repay any of the Convertible Loan
Note from the Placing Proceeds
-- that Arato be given security over the USD 1 million cash in
the form of the returnable Bank Guarantee from ONHYM following
completion of the Moulouya well.
In addition to the Placing Shares and in order to maximise cash
resources the Company agreed to issuing, subject to approval at a
General Meeting to be convened by the Company, 4,875,000 new
ordinary shares in settlement of fees together with warrants over
4,450,000 new ordinary shares at 4p per share expiring on 28
February 2023.
This resolution seeks Shareholder approval for the issue of
sufficient ordinary shares to cover the Loan Note conversion in
full, the exercise of the Warrants granted at IPO and on entering
into the Convertible Loan Note with Arato, the exercise of options
granted to Directors at the time of the Company's IPO in May 2018,
issuing 4,875,000 new ordinary shares in settlement of fees
together with warrants over 4,450,000 new ordinary shares at 4p per
share expiring on 28 February 2023, and to give the Directors
flexibility in issuing shares for additional working capital as
required following a successful conclusion to the Company's
drilling programme in its Moroccan Guercif Licence to progress the
potential monetisation of a gas discovery.
Recommendation
The Directors consider that the resolutions are in the best
interests of the Company and its Shareholders and recommend that
you vote in favour of each of them.
Action to be taken
If you are a holder of Ordinary Shares and would like to vote on
the resolutions, but you cannot attend the General Meeting in
person, please complete the enclosed Form of Proxy and return it to
the Company's Registrars, Computershare Investor Services (Jersey)
Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as
soon as possible and, in any event, to be received no l a t er t h
an 11.00am on Monday 23 March 2020.
Yours faithfully,
Carl Kindinger
Non-Executive Chairman
Predator Oil & Gas Holdings plc
Notice of Extraordinary General Meeting
Incorporated in Jersey under the Companies Law 1991 with
registered number 125419.
Notice is hereby given that a General Meeting ("Meeting") of
Predator Oil & Gas Holdings plc ("Company") will be held at Oak
Group (Jersey) Limited, 3rd Floor, Standard Bank House, La Motte
Street, St Helier, Jersey, JE2 4SZ, on 25 March 2020 at
11.00am.
You will be asked to consider and vote on the resolution below
which will be proposed as a special resolution.
SPECIAL RESOLUTION
1. THAT The Directors be duly authorised in accordance with the
Articles of Association of the Company (the "Articles") to exercise
all the powers of the Company to allot, issue, convert any security
into, grant options over, create share warrants or otherwise
dispose of Equity Securities (as that term is defined in the
Articles) as if the pre-emption rights set out in the Articles did
not apply to such process described above, such power to be limited
up to a total of 100,000,000 Equity Securities provided always that
this authority shall expire at the later of the conclusion of the
Annual General Meeting of the Company to be held in 2021 and 15
months from the passing of the resolution but, in each case, during
this period, the Company may make offers and enter into agreements
which would, or might, require Equity Securities to be allotted
after the authority ends and the Directors may allot Equity
Securities under any such offer or agreement as if the authority
had not ended.
By order of the Board
Oak Secretaries (Jersey) Limited
Company secretary
5 March 2020
Notes to the notice of general meeting
Entitlement to attend and vote
1. Only those shareholders registered in the Company's register
of members at:
-- 11.00am on 23 March 2020; or,
-- if this meeting is adjourned, at 11.00am on the day two days
prior to the adjourned meeting,
shall be entitled to attend, speak and vote at the meeting.
Changes to the register of members after the relevant deadline
shall be disregarded in determining the rights of any person to
attend and vote at the meeting.
Website giving information regarding the meeting
2. Information regarding the meeting can be found at
www.predatoroilandgas.com.
Attending in person
3. If you wish to attend the meeting in person and require
assistance, please contact the Company Secretary by telephone on
01534 834600 or by email at predator@oakgroup.je.
Appointment of proxies
4. If you are a shareholder who is entitled to attend and vote
at the meeting, you are entitled to appoint one or more proxies to
exercise all or any of your rights to attend, speak and vote at the
meeting and you should have received a proxy form with this notice
of meeting. A proxy does not need to be a shareholder of the
Company but must attend the meeting to represent you. You can only
appoint a proxy using the procedures set out in these notes and the
notes to the proxy form.
5. You may appoint more than one proxy provided each proxy is
appointed to exercise the rights attached to a different share or
shares held by that shareholder. If you wish to appoint more than
one proxy, please contact the Company Secretary for further
details. You will need to state clearly on each proxy form the
number of shares in relation to which the proxy is appointed.
Failure to specify the number of shares to which each proxy
appointment relates or specifying a number in excess of those held
by the shareholder will result in the proxy appointment being
invalid. If you wish your proxy to speak on your behalf at the
meeting you will need to appoint your own choice of proxy (not the
chairman) and give your instructions directly to them.
6. Shareholders can:
-- Appoint a proxy or proxies and give proxy instructions by
returning the enclosed proxy form by post (see note 9).
-- If a CREST member, register their proxy appointment by
utilising the CREST electronic proxy appointment service (see note
11).
7. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or against
the resolution. If you either select the "Discretionary" option or
if no voting indication is given, your proxy will vote or abstain
from voting at his or her discretion. Your proxy will vote (or
abstain from voting) as he or she thinks fit in relation to any
other matter which is put before the meeting.
Appointment of proxy by post
8. The notes to the proxy form explain how to direct your proxy
how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
-- completed and signed;
-- sent or delivered to Computershare Investor Services (Jersey)
Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY;
and
-- received by the Company Secretary no later than 11.00am on 23 March 2020.
In the case of a shareholder which is a company, the proxy form
must be executed under its common seal or signed on its behalf by
an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the
proxy form is signed (or a duly certified copy of such power or
authority) must be included with the proxy form.
If you have not received a proxy form and believe that you
should have one, or if you require additional proxy forms, please
contact the Company Secretary.
Appointment of proxies through CREST
9. CREST members who wish to appoint a proxy or proxies by
utilising the CREST electronic proxy appointment service may do so
for the meeting and any adjournment(s) of it by using the
procedures described in the CREST Manual (available via
www.euroclear.com). CREST Personal Members or other CREST sponsored
members, and those CREST members who have appointed a voting
service provider(s), should refer to their CREST sponsor or voting
service provider(s), who will be able to take the appropriate
action on their behalf.
For a proxy appointment or instructions made using the CREST
service to be valid, the appropriate CREST message (a "CREST Proxy
Instruction") must be properly authenticated in accordance with
Euroclear UK & Ireland Limited's ("EUI") specifications and
must contain the information required for such instructions, as
described in the CREST Manual. The message, regardless of whether
it constitutes the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy, must, in order
to be valid, be transmitted so as to be received by Computershare
Investor Services (Jersey) Limited (ID number 3RA50) 11:00am on 23
March 2020, or, in the event of an adjournment of the meeting, 48
hours before the adjourned meeting. For this purpose, the time of
receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Applications Host)
from which the issuer's agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After this
time, any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or
voting service providers should note that EUI does not make
available special procedures in CREST for any particular message.
Normal system timings and limitations will therefore apply in
relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member or sponsored member, or has
appointed a voting service provider(s), to procure that his/her
CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a message is transmitted by means
of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those sections of
the CREST Manual concerning practical limitations of the CREST
system and timings.
The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Appointment of proxy by joint members
10. In the case of joint holders, where more than one of the
joint holders completes a proxy appointment, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
Changing proxy instructions
11. Shareholders may change proxy instructions by submitting a
new proxy appointment using the methods set out above. Note that
the cut-off time for receipt of proxy appointments also apply in
relation to amended instructions; any amended proxy appointment
received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form
and would like to change the instructions using another hard-copy
proxy form, please contact the Company Secretary.
If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of
proxies will take precedence.
Termination of proxy appointment
12. A shareholder may change a proxy instruction but to do so
you will need to inform the Company in writing by either:
-- Sending a signed hard copy notice clearly stating your
intention to revoke your proxy appointment to the Company Secretary
at 3rd Floor, Standard Bank House, La Motte Street, St Helier,
Jersey, JE2 4SZ. In the case of a shareholder which is a company,
the revocation notice must be executed under its common seal or
signed on its behalf by an officer of the company or an attorney
for the company. Any power of attorney or any other authority under
which the revocation notice is signed (or a duly certified copy of
such power or authority) must be included with the revocation
notice.
In either case, the revocation notice must be received by the
Company Secretary no later than 11.00am on 23 March 2020.
If you attempt to revoke your proxy appointment but the
revocation is received after the time specified, your original
proxy appointment will remain valid unless you attend the meeting
and vote in person.
Appointment of a proxy does not preclude you from attending the
meeting and voting in person. If you have appointed a proxy and
attend the Meeting in person, your proxy appointment will
automatically be terminated.
Corporate representatives
13. A corporation which is a shareholder can appoint one or more
corporate representatives who may exercise, on its behalf, all its
powers as a shareholder provided that no more than one corporate
representative exercises powers over the same share.
Issued shares and total voting rights
14. As at 16:55 on 2 March 2020, which is the latest practicable
date before publication of this notice, the Company's issued share
capital comprised 197,172,169 ordinary shares. Each ordinary share
carries the right to one vote at a general meeting of the Company
and, therefore, the total number of voting rights in the Company as
at 17:00 on 02 March 2020 is 197,172,169.
The Company's website will include information on the number of
shares and voting rights.
Voting
15. Voting on all resolutions will be conducted by way of a poll
rather than on a show of hands. This is a more transparent method
of voting as shareholders' votes are counted according to the
number of shares registered in their names.
DETAILS OF VOTING AT THE MEETING
As soon as practicable following the meeting, the results of the
voting will be announced via a regulatory information service and
also placed on the Company's website.
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
NOGJIMJTMTBMTIM
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