TIDMTGL
RNS Number : 2423C
TransGlobe Energy Corporation
07 October 2022
TRANSGLOBE ENERGY CORPORATION ANNOUNCES
SHAREHOLDER APPROVAL FOR THE PLAN OF ARRANGEMENT
TSX & AIM: "TGL" & NASDAQ: "TGA"
Calgary Alberta, October 7, 2022 - TransGlobe Energy Corporation
("TransGlobe" or the "Corporation") is pleased to announce that
today at its special meeting (the "Meeting") of the holders
("TransGlobe Shareholders") of common shares of TransGlobe
("TransGlobe Common Shares"), the TransGlobe Shareholders passed a
special resolution (the "Arrangement Resolution") approving a plan
of arrangement (the "Arrangement") pursuant to Section 193 of the
Business Corporations Act (Alberta), pursuant to which VAALCO
Energy Canada ULC ("AcquireCo"), will acquire all of the issued and
outstanding TransGlobe Common Shares and the Corporation will
become a direct wholly-owned subsidiary of AcquireCo and an
indirect wholly-owned subsidiary of VAALCO Energy, Inc. ("VAALCO").
TransGlobe Shareholders will receive, for each TransGlobe Common
Share held, 0.6727 of a share of common stock in the authorized
capital of VAALCO (the "Transaction").
The Arrangement Resolution was required to be passed by not less
than 66(2/3) % of the votes cast by TransGlobe Shareholders, either
in person or by proxy at the Meeting.
A total of 49,167,114 TransGlobe Common Shares (approximately
67% of the issued and outstanding TransGlobe Common Shares) were
represented at the Meeting in person or by proxy. The Arrangement
Resolution was approved by 72.8% of the votes cast by TransGlobe
Shareholders, either in person or by proxy at the Meeting.
TransGlobe expects to apply for the final approval of the Court
of King's Bench of Alberta for the Arrangement on October 11, 2022
and, assuming such order is granted on the terms and conditions
contemplated by TransGlobe, AcquireCo and VAALCO, closing of the
Arrangement is expected to occur on or about October 13, 2022. On
October 14, 2022, it is expected that TransGlobe Common Shares will
be delisted on NASDAQ and trading of TransGlobe Common Shares on
AIM will be cancelled, and within 2 days following receipt by the
Toronto Stock Exchange ("TSX") of the required documents relating
to the completion of the Arrangement, trading of TransGlobe Common
Shares will be delisted from the TSX.
For details of the voting results on the sole matter considered
at the Meeting, see TransGlobe 's Report of Voting Results filed
pursuant to Section 11.3 of National Instrument 51-102 - Continuous
Disclosure Obligations on www.sedar.com .
In order for TransGlobe Shareholders to receive the
consideration to which they are entitled pursuant to the
Arrangement, TransGlobe Shareholders are required to deposit the
certificate(s) or direct registration statement ("DRS") advice(s)
(if any) representing TransGlobe Common Shares held by them along
with the letter of transmittal, validly completed and duly
executed, and all other documents required by the terms of the
Arrangement and the letter of transmittal, with Computershare
Investor Services Inc. ("Computershare") at the addresses specified
on the back page of the letter of transmittal. Registered holders
of TransGlobe Common Shares who do not deposit a validly completed
and duly executed letter of transmittal, together with the
certificate(s) or DRS advice(s) representing their TransGlobe
Common Shares and the other relevant documents, will not receive
the consideration to which they are otherwise entitled pursuant to
the Arrangement until the deposit of such materials is made.
Letters of transmittal were previously sent to registered
TransGlobe Shareholders with the materials of the Meeting. All
questions, including any request for another letter of transmittal,
should be directed to Computershare, which can be contacted at
1-800-564-6253 (toll free) or 1-514-982-7555 (outside North
America) or corporateactions@computershare.com.
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 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 Common Shares delisted
(Calgary time) on NASDAQ
-------------------------------------
Within 2 days following receipt TransGlobe Common Shares delisted
by the TSX of the required from TSX
documents relating to the
completion of the Arrangement
-------------------------------------
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
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.
For further information, please contact:
TransGlobe Energy Corporation +1 403 264 9888
Randy Neely, President and CEO investor.relations@trans-globe.com
Eddie Ok, CFO http://www.trans-globe.com
or via Tailwind Associates
Evercore Partners International LLP +44(0) 20 7653 6000
(Financial Advisor)
David Waring
Aditya Lohia
Andrew MacNiven
Tailwind Associates (Investor Relations) +1 403 618 8035
Darren Engels darren@tailwindassociates.ca
https://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
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking information and
forward-looking statements within the meaning of applicable
securities laws and is based on the expectations, estimates and
projections of management of TransGlobe as of the date of this
press release, unless otherwise stated. The use of any of the words
"expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "believe", "plans",
"intends" and similar expressions are intended to identify
forward-looking information. In particular, this press release
contains, without limitation, forward-looking information and
statements pertaining to: the timing and receipt of the final
order; the expected closing date of the Transaction; the
anticipated benefits of the Transaction for TransGlobe
Shareholders; and the ability of the parties to satisfy the other
conditions to, and to complete, the Arrangement.
With respect to the forward-looking statements contained in this
press release, TransGlobe has made assumptions, including but not
limited to expectations and assumptions concerning the ability to
obtain the final order on the terms contemplated by the parties,
that the parties will complete the Arrangement on the terms and on
the timing contemplated by management, and the assumption that all
necessary conditions will be met for the completion of the
Arrangement. Although TransGlobe believes that the expectations
reflected in the forward-looking statements contained in this press
release, and the assumptions on which such forward-looking
statements are made, are reasonable, there can be no assurance that
such expectations will prove to be correct. Readers are cautioned
not to place undue reliance on forward-looking statements included
in this press release, as there can be no assurance that the plans,
intentions or expectations upon which the forward-looking
statements are based will occur.
By their nature, forward-looking statements involve numerous
assumptions, known and unknown risks and uncertainties that
contribute to the possibility that forward-looking statements will
not occur. These risks and uncertainties include, without
limitation, the failure of TransGlobe and VAALCO to obtain
necessary approvals, or to otherwise satisfy the conditions to
completion of the Transaction, in a timely manner, or at all. The
forward-looking statements contained in this press release are made
as of the date hereof and TransGlobe does not undertake any
obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information,
future events or otherwise, unless so required by applicable
securities laws.
Readers are cautioned that the foregoing lists of factors are
not exhaustive. Additional information on these and other factors
are included in reports on file with Canadian securities regulatory
authorities and may be accessed through the SEDAR website
(www.sedar.com) and at TransGlobe's website (trans-globe.com).
Furthermore, the forward-looking statements contained in this press
release are made as at the date of this press release and
TransGlobe does not undertake any obligation to update publicly or
to revise any of the forward-looking statements, whether as a
result of new information, future events or otherwise, except as
may be required by applicable securities laws.
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END
MSCUBUNRURURRAA
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