TIDMUJO
RNS Number : 6452P
Union Jack Oil PLC
19 February 2021
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
19 February 2021
Union Jack Oil plc
("Union Jack" or the "Company")
Notice of General Meeting
Proposed Changes to the Articles and Share Consolidation
Union Jack Oil plc (AIM: UJO), a UK focused onshore hydrocarbon
production, development and exploration company, announces the
convening of a general meeting of the Company (the "General
Meeting") and that a shareholder circular (the "Circular") is being
posted to shareholders today and is available on the Company's
website at www.unionjackoil.com under the AIM Rule 26 section.
The Circular provides shareholders with details on the
background to, and reasons for, the proposed adoption of new
articles of association ("New Articles") and the proposed
consolidation of the Company's share capital ("Consolidation")
(together, the "Proposals"). Unless otherwise indicated, all
defined terms in this announcement shall have the same meaning as
described in the Circular.
Implementation of the Proposals requires the approval of
Shareholders. However, as a result of the ongoing COVID-19
pandemic, and considering the latest UK Government measures on
physical public gatherings, the Board is adopting a number of
changes to the traditional running of a General Meeting of the
Company. The Company would like to draw attention to the COVID-19
General Meeting arrangements set out below, and in the Circular,
including restrictions on attendance at the General Meeting.
The General Meeting will be held at 10:00 a.m. on 10 March 2021
at the offices of Berkeley Hall Marshall Limited, 6 Charlotte
Street, Bath BA1 2NE.
Amendment to Articles of Association
Given COVID-19, the Board considers it prudent to update the
articles of association of the Company to permit the Company to be
able to hold in future physical, virtual or hybrid general
meetings, as appropriate.
Share Consolidation
The Directors believe that the existing share capital structure
is no longer appropriate, as the high number of shares in issue
combined with the relatively low price per share is thought to
result in excess volatility, reduced liquidity and a widening in
the market bid and ask share price spread in the Company's
shares.
The Board believes that the Company is now in an excellent
financial and operating position given the significant progress
made in recent years on its three key projects at West Newton,
Wressle and Biscathorpe and that now is an appropriate time to
implement the Consolidation and are proposing consolidating the
Existing Ordinary Shares in issue so that every 200 Existing
Ordinary Shares will be consolidated into one Consolidated Ordinary
Share. The Consolidation will reduce the 19,815,906,400 Existing
Ordinary Shares currently in issue to 99,079,532 Consolidated
Ordinary Shares and is expected to:
-- increase the Company share price proportionately and in doing
so help improve the market liquidity of, and trading activity in,
the Company's shares;
-- provide the basis for a narrowing in the market bid and ask
share price spread in the Company's shares; and
-- overall, further enhance the perception of the Company and
its prospects and help improve the marketability of the Company's
shares to a wider group of potential investors.
The Company's predominantly retail investor shareholder base has
been an essential part of the Company's growth since its AIM
Admission and IPO in July 2013 and remains the case. Their ongoing
support has been important to the Company building its balanced
portfolio of projects that are currently spearheaded by:
-- the active appraisal of the major discovery at West Newton
following successful wells at WN 1-A, WN A-2 and WN B-1Z that is in
the final stages of preparing to undertake long term production
testing of WN B1-Z followed by WN A-2 and where the proposed WN B-2
appraisal well is currently planned to be drilled in H2 2021;
-- production from the recent development at Wressle where
high-quality oil is currently free flowing during its initial test
and production clean up period;
-- the Biscathorpe discovery where plans are advanced for
drilling the B-2Z appraisal well also during H2 2021; and
-- material interests in two producing oilfields at Keddington and Fiskerton Airfield.
The Board believes the Company is now well positioned to achieve
its objective of becoming a mid-tier oil and gas company having
assembled a balanced portfolio of low-risk, high-impact, onshore
conventional production, development, appraisal and exploration
projects. The Directors consider that having a more manageable
number of shares in issue post Consolidation is in the best
interests of the Company and will better allow it to progress its
future growth and development objectives. The Board further
believes that as the Company continues to grow and delivers on its
mid-tier company objective, the decision now to implement the
Consolidation is appropriate, attractive and timely and will be
beneficial to both its existing retail shareholders and also assist
in the marketability of the Company's shares to a wider group of
investors including institutional investors in the UK and overseas
and result in a broadening and deepening of the share register.
General Meeting Arrangements
The General Meeting will be held at 10:00 a.m. on 10 March 2021
at the offices of Berkeley Hall Marshall Limited, 6 Charlotte
Street, Bath BA1 2NE.
As a result of the ongoing COVID-19 pandemic, and considering
the latest UK Government measures on physical public gatherings,
the Board is adopting a number of changes to the traditional
running of a General Meeting of the Company. The Company wishes to
advise that, in order to limit the risk of infection and protect
the health and safety of shareholders and employees, the Board is
planning that the General Meeting will be a closed meeting and
convened with the minimum quorum of two shareholders present, which
the Company will arrange. As a result, we regret shareholders will
not be permitted to attend the meeting in person, and, in the
interests of safety, anyone seeking to attend in person will be
refused entry. The business of the meeting will be limited to the
formal business set out in the Notice of General Meeting.
All shareholders are encouraged to vote by proxy in accordance
with the instructions set out in the Circular and the Notice of
General Meeting.
Issue of Equity
In order to facilitate the Consolidation, 75 new Existing
Ordinary Shares will be issued to David Bramhill, Executive
Chairman of the Company, so that prior to the Consolidation, the
Company's issued share capital will be exactly divisible by 200
(the 19,815,906,400 Existing Ordinary Shares in issue will become
99,079,532 Consolidated Ordinary Shares). These new Existing
Ordinary Shares will be issued at market value. David Bramhill will
not as a result of this increase in his shareholding become
entitled to any Consolidated Ordinary Shares over and above those
to which he would be entitled based on his current shareholding.
This is because his interest in the 75 new Existing Ordinary Shares
issued will, on completion of the Consolidation and based on his
current shareholding, become an interest in a fraction of a
Consolidated Ordinary Share.
Application has been made for the 75 new Existing Ordinary
Shares to be admitted to trading on AIM with admission expected to
take place on 24 February 2021. These Ordinary Shares will rank
pari passu in all respects with all Existing Ordinary Shares in the
Company.
Following admission of the 75 new Existing Ordinary Shares, the
Company's enlarged issued share capital will comprise
19,815,906,400 Ordinary Shares with voting rights. This figure of
19,815,906,400 Ordinary Shares may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under
the Disclosure Rules and Transparency Rules of the United Kingdom
Financial Conduct Authority.
For further information, please contact:
Union Jack Oil plc Via Cassiopeia Services Ltd
David Bramhill
SP Angel Corporate Finance LLP +44 (0) 20 3470 0470
Nominated Adviser and Broker
Richard Morrison
Richard Hail
Caroline Rowe
Cassiopeia Services Ltd +44 (0) 7949 690 338
Public Relations
Stefania Barbaglio
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2021 (1)
Latest time and date for receipt of Form of 10:00 a.m. on 8
Proxy March
General Meeting 10:00 a.m. on 10
March
Record Date for Consolidation 5:00 p.m. on 10
March
Effective time of the Consolidation. Admission 8:00 a.m. on 11
and dealings in the Consolidated Ordinary March
Shares expected to commence on AIM
CREST accounts credited with Consolidated 11 March
Ordinary Shares
Certificates in respect of the Consolidated by 19 March
Ordinary Shares despatched
Notes:
1 Each of the above dates is subject to change at the absolute
discretion of the Company and SP Angel.
CONSOLIDATION STATISTICS
Existing Ordinary Shares 19,815,906,400(2)
Consolidated Ordinary Shares in issue immediately following the Consolidation 99,079,532
Nominal share value pre-Consolidation 0.025p
Nominal share value post-Consolidation 5p
Notes:
2 The number of Existing Ordinary Shares includes the 75
Ordinary Shares to be issued to David Bramhill which is required to
create a share capital that is exactly divisible by 200.
The Company's SEDOL code is B814XC9 and ISIN code is
GB00B814XC94.
Following the Share Consolidation, the Company's new SEDOL code
will be BLH1S31 and its new ISIN code will be GB00BLH1S316.
Notification and public disclosure of transactions by Persons
Discharging Managerial Responsibilities and Persons Closely
Associated with them
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Mr David Bramhill
--------------------------------- ------------------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: Executive Chairman
--------------------------------- ------------------------------------
b) Initial notification/Amendment: Initial notification
--------------------------------- ------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name: Union Jack Oil plc
--------------------------------- ------------------------------------
b) LEI: 2138005VW7IUUUPY5Q88
--------------------------------- ------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------
a) Description of the Ordinary shares of 0.025p
financial instrument, each
type of instrument:
--------------------------------- ------------------------------------
b) Identification code: GB00B814XC94
--------------------------------- ------------------------------------
c) Nature of the transaction: Purchase of shares
--------------------------------- ------------------------------------
d) Price(s) and volume(s): Price(s) Volume(s)
0.175p 75
----------
--------------------------------- ------------------------------------
e) Aggregated information: Single transactions as
Aggregated volume: in 4 c) above Price(s) Volume(s)
Price: 0.175p 75
----------
--------------------------------- ------------------------------------
f) Date of the transaction: 19 February 2021
--------------------------------- ------------------------------------
g) Place of the transaction: Outside a trading venue
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END
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