TIDMTGL
RNS Number : 4549B
TransGlobe Energy Corporation
03 October 2022
TransGlobe Provides an Updated Transaction Timetable for the
Special Meeting of TransGlobe Shareholders to Consider the Business
Combination with VAALCO Energy
Calgary, Alberta (October 3, 2022) - TransGlobe Energy
Corporation (AIM & TSX: TGL; Nasdaq: TGA) ("TransGlobe" or the
"Company") provides an updated transaction timetable to correspond
with the postponed special meeting (the "Meeting") of the holders
(the "TransGlobe Shareholders") of TransGlobe common shares
("TransGlobe Shares") to consider the special resolution (the
"Arrangement Resolution") to approve the proposed plan of
arrangement (the "Arrangement") to implement the business
combination with VAALCO Energy, Inc. (NYSE: EGY) (LSE: EGY)
("VAALCO") (the "Transaction") rescheduled to 9:00 a.m. MT Friday
October 7, 2022.
UPDATED TRANSACTION TIMETABLE
The full detailed updated timetable for the Transaction has been
included below. Please note that the dates given in this expected
timetable below are based on TransGlobe's current expectations and
are subject to change.
Expected Date/Time Event
October 5, 2022 at 9:00 a.m. Deadline for Odyssey Trust Company
(Calgary time) to have received proxy forms or
voting instructions from TransGlobe
Shareholders
---------------------------------------
October 5, 2022 at 4:00 p.m. Deadline to submit notice of intention
(Calgary time) to appear at the Final Order
---------------------------------------
October 5, 2022 at 4:00 p.m. Deadline to exercise dissent rights
(Calgary time)
---------------------------------------
October 7, 2022 at 9:00 a.m. The Meeting
(Calgary time)
---------------------------------------
October 11, 2022 at 2:30 p.m. Court hearing in respect of the
(Calgary time) Final Order
---------------------------------------
October 13, 2022 at close TransGlobe's depositary interests
of business (London time) in CREST disabled
---------------------------------------
October 13, 2022 at 11:00 Effective Time of the Arrangement
p.m. (Calgary time)
---------------------------------------
October 14, 2022 at 7:00 a.m. Trading of TransGlobe's common
(London time) shares on AIM cancelled
---------------------------------------
October 14, 2022 at 8:00 a.m. VAALCO shares re-admitted to trading
(London time) and Consideration Shares admitted
to trading on the Standard Listing
segment of the Official List and
to the LSE
---------------------------------------
October 14, 2022 at 7:30 a.m. TransGlobe Shares delisted on NASDAQ
(Calgary time)
---------------------------------------
Within 2 days following receipt TransGlobe Shares delisted from
by the TSX of the required TSX
documents relating to the
completion of the Arrangement
---------------------------------------
TRANSGLOBE BOARD RECOMMENDATION TO VOTE FOR THE ARRANGEMENT
RESOLUTION
The board of directors of TransGlobe (the "Board") confirms its
previous unanimous determination that the Arrangement is fair to
the TransGlobe Shareholders and that the Arrangement and the
entering into of the Arrangement Agreement are in the best
interests of TransGlobe. The Board unanimously recommends that
TransGlobe Shareholders vote FOR the Arrangement Resolution.
HOW TO VOTE
TransGlobe Shareholders who have already voted FOR the
Arrangement Resolution
All votes previously cast by TransGlobe Shareholders in favour
of the Arrangement Resolution will remain in their current form and
such TransGlobe Shareholders do not need to take any further
action.
TransGlobe Shareholders who have not yet voted
Your vote is important regardless of the number of TransGlobe
Shares you own. It is very important that you carefully read the
proxy related materials prepared for the meeting (the "Meeting
Materials") and vote your TransGlobe Shares. You will be eligible
to vote if you are a TransGlobe Shareholder of record at the close
of business on August 24, 2022. To ensure that your TransGlobe
Shares will be represented and voted at the Meeting, you should
carefully follow the instructions provided in the Meeting
Materials. All TransGlobe Shareholders are encouraged to vote by
proxy or in person (virtually) at the Meeting. The deadline for the
receipt of proxies is 9:00 a.m. MT on October 5, 2022. However,
TransGlobe Shareholders are encouraged to vote their TransGlobe
Shares as soon as possible in advance of the Meeting. Detailed
instructions on how to vote and how to participate in the Meeting
are contained in the Meeting Materials.
TransGlobe Shareholders who wish to revoke their proxy and
resubmit their vote
TransGlobe Shareholders as of August 24, 2022 will continue to
have the flexibility to amend their vote until 9:00 a.m. (Mountain
Time) on October 5, 2022.
Beneficial TransGlobe Shareholders
A beneficial TransGlobe Shareholder who submitted their voting
instructions through Broadridge Financial Solutions, Inc.
("Broadridge") may revoke or change their voting instructions by
logging onto www.proxyvote.com or calling 1-800-474-7493 (Canada -
English), 1-800-474-7501 (Canada - French) or 1-800-454-8683
(United States). When resubmitting voting instructions, the most
recently submitted voting instructions will be recognized as the
only valid instructions, and all previously submitted voting
instructions will be disregarded and considered as revoked. The
deadline to submit new voting instructions is 9:00 a.m. (Mountain
Time) on October 5, 2022
A beneficial TransGlobe Shareholder who holds depositary
interests should contact Computershare Investor Services plc at +44
(0) 370 702 0003 as soon as possible for instructions on how to
revoke their proxy.
Registered TransGlobe Shareholders
A registered TransGlobe Shareholder may revoke their proxy and
change their voting instructions by:
-- resubmitting their proxy prior to the deadline noted above if
the proxy was submitted online at
https://login.odysseytrust.com/pxlogin. When resubmitting a proxy,
the most recently submitted proxy will be recognized as the only
valid one, and all previously submitted proxies will be disregarded
and considered as revoked, provided that the last proxy is
submitted by the deadline noted above; or
-- depositing an instrument in writing signed by the TransGlobe
Shareholder at the registered office of TransGlobe (2400, 525-8th
Avenue SW, Calgary AB T2P 1G1 Attn: TransGlobe Energy Corporation)
at any time up to and including October 6, 2022; or
-- by attending the Meeting. If a TransGlobe Shareholder uses a
12-digit control number to login to the Meeting online and accepts
the terms and conditions, by doing so such TransGlobe Shareholder
will be revoking any and all previously submitted proxies and will
be given the opportunity to vote at the Meeting.
PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND TO VOTE FOR
THE ARRANGEMENT RESOLUTION
Leading proxy advisory firms, Institutional Shareholder Services
Inc. and Glass Lewis & Co., LLC have each recommended that
TransGlobe Shareholders vote FOR the Arrangement Resolution, as
previously announced by the Company on September 21, 2022 and
September 22, 2022, respectively.
For further information, please contact:
TransGlobe Energy Corporation
Randy Neely, President and CEO
Eddie Ok, CFO
+1 403 264 9888
investor.relations@trans-globe.com
http://www.trans-globe.com
or via Tailwind Associates
Evercore Partners International LLP (Financial Advisor)
David Waring
Aditya Lohia
Andrew MacNiven
+44 20 7653 6000
Tailwind Associates (Investor Relations)
Darren Engels
+1 403 618 8035
darren@tailwindassociates.ca
http://www.tailwindassociates.ca
Canaccord Genuity (Nomad & Joint-Broker)
Henry Fitzgerald-O'Connor
Gordon Hamilton
+44(0) 20 7523 8000
Shore Capital (Joint Broker)
Toby Gibbs
John More
+44(0) 20 7408 4090
DF King
Richard Grubaugh
+1 212 493 6950
tga@dfking.com
Camarco (Financial PR)
Billy Clegg
Georgia Edmonds
Emily Hall
+4420 3757 4986
TransGlobe@camarco.co.uk
About TransGlobe
TransGlobe Energy Corporation is a cash flow focused oil and gas
exploration and development company whose current activities are
concentrated in the Arab Republic of Egypt and Canada. TransGlobe's
common shares trade on the Toronto Stock Exchange and the AIM
market of the London Stock Exchange under the symbol TGL and on the
NASDAQ Exchange under the symbol TGA.
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END
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