TIDMWTE
RNS Number : 3760G
Westmount Energy Limited
20 November 2015
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY RIGHTS, ORDINARY SHARES OR OTHER SECURITIES OF
THE COMPANY AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS
THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER. RIGHTS,
ORDINARY SHARES OR OTHER SECURITIES OF THE COMPANY MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES OF AMERICA ABSENT REGISTRATION
OR AN EXEMPTION FROM REGISTRATION AND THE RIGHTS OR ORDINARY SHARES
DESCRIBED HEREIN WILL BE SOLD IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND REGULATIONS.
20 November 2015
Westmount Energy Limited
("Westmount" or the "Company")
Open Offer of up to 9,830,300 new Ordinary Shares at 4 pence per
share
Subscription of up to 6,000,000 new Ordinary Shares at 4 pence
per share
Westmount Energy Limited (AIM: WTE), the energy investment
company, announces a conditional subscription ("Subscription") to
raise up to GBP240,000 in conjunction with an Open Offer to raise
up to GBP393,212 before expenses to provide ongoing working capital
for the Company.
Reasons for the Fundraising
-- The Board has carefully considered current market conditions
within the energy sector and, whilst the sector remains
challenging, believes that there are opportunities for investment
in the medium term that should create shareholder value.
-- The proceeds from the Open Offer and the Subscription will be
used as working capital for Westmount to continue with its
identification of investments within the energy sector.
Details of the Fundraising
-- Subscription - Subscription of up to 6,000,000 new Ordinary
Shares at 4.0p each to raise up to GBP240,000 by means of a direct
subscription with two private investors who are active in the
energy sector
-- Open Offer - Up to 9,830,300 new Ordinary Shares at 4.0p to
raise up to GBP393,212 before expenses. Qualifying Shareholders are
entitled to apply for 1 new Ordinary Share for every 1 Existing
Ordinary Share
-- Offer Price - The Offer Price of the new Ordinary Shares at
4.0 pence per ordinary share, represents a discount of 40.7 per
cent. to the closing middle market share price of 6.75 pence on 19
November 2015
-- Admission - Admission and commencement of dealings in the new
Ordinary Shares on AIM is expected on 14 December 2015
-- Directors Participation - all Directors intend to take up
their entitlements in full under the Open Offer
For further information, please contact:
Westmount Energy Limited www.westmountenergy.com
David King, Director Tel: +44 (0)1534
835660
Cenkos Securities plc Nomad and Tel: +44 (0)20
Broker 7397 8900
Nicholas Wells / Elizabeth Bowman
(Corporate Finance)
Cenkos Securities PLC, which is authorised and regulated in the
United Kingdom by the FCA is acting exclusively for the Company and
no other person in connection with the matters described in this
announcement. No representation or warranty, express or implied, is
made by Cenkos Securities PLC as to any of the contents of this
announcement and, without limiting the statutory rights of any
person to whom this announcement is issued, no liability whatsoever
is accepted by Cenkos Securities PLC for the accuracy of any
information or opinions contained in this announcement or for the
omission of any material information. Cenkos Securities PLC will
not be offering advice nor will it be responsible for providing
client protections to recipients of this announcement in respect of
the Subscription and Open Offer.
The information reproduced below is extracted from the Circular
which has been published and posted to Shareholders today. The full
Circular is available on the Company's website:
www.westmountenergy.com
Open Offer of up to 9,830,300 new Ordinary Shares at 4 pence per
share
Subscription of up to 6,000,000 new Ordinary Shares at 4 pence
per share
Introduction
The Board of Westmount has been considering the Company's
investment policy and its ability to continue to identify and
assess appropriate investments in the energy sector. The Board
considers that, whilst there has been uncertainty in the sector in
recent history, there will be opportunities to create value for
investors in the medium term. Accordingly, it is pleased to
announce that the Company is providing all Qualifying Shareholders
with the opportunity to subscribe at the Issue Price for an
aggregate of 9,830,300 new Ordinary Shares, to raise up to
GBP393,212 before expenses, with a basic entitlement of 1 new
Ordinary Share for every 1 Existing Ordinary Share, at 4 pence per
share, payable in full on application.
The Issue Price is at a discount of 40.7 per cent. to the
closing middle market price of 6.75 pence per Existing Ordinary
Share on 19 November 2015 (being the last practicable date before
the announcement of the Open Offer).
In connection with the Open Offer, the Board also announces that
the Company has entered into a conditional subscription agreements
with each of Mr John Craven and Mr Dermot Corcoran, investors in
the energy sector, to subscribe for up to 3,000,000 Ordinary Shares
each in the Company in a personal capacity at the Issue Price ("New
Investor Subscription"). The New Investor Subscription is not
conditional on the Open Offer completing but is conditional on
approval of the Shareholder Resolution to approve the conversion of
all of the shares in the Company to shares of no par value. The
Open Offer is conditional upon completion of the New Investor
Subscription. If the New Investor Subscription is not completed
then the Company will not proceed with the Open Offer and the Open
Offer will lapse.
The Open Offer is an invitation by the Company to Qualifying
Shareholders to apply to acquire up to an aggregate of 9,830,300
new Ordinary Shares at a price of 4 pence per share. If you hold
Existing Ordinary Shares on the Record Date or have a bona fide
market claim, other than, subject to certain exceptions, where you
are a Shareholder with a registered address or located in the
United States or another Restricted Jurisdiction, you will be
entitled to apply for Open Offer Shares under the Open Offer.
Qualifying Shareholders will also be offered the opportunity to
apply for additional shares in excess of their entitlement to the
extent that other Qualifying Shareholders do not take up their Open
Offer Entitlement in full. For the avoidance of doubt, Shareholders
with no Open Offer Entitlement (by virtue of their owning fewer
than 2,500 Existing Ordinary Shares), but excluding any Overseas
Shareholder who has a registered address in the United States of
America or any other Restricted Jurisdiction, may still apply for
such number of Excess Shares under the Excess Application Facility
as will increase their aggregate holding of Ordinary Shares in the
Company to at least 5,000 Ordinary Shares in the Company.
Admission is expected to occur on 8.00 a.m. on 14 December 2015.
The Open Offer is not underwritten.
The Company may use its discretion in respect of any Excess
Shares not taken up by Qualifying Shareholders to allot them to
such placees and Shareholders who are not Qualifying Shareholders,
pursuant to the terms of the Open Offer, as the Company may
determine. At present, should there be sufficient Excess Shares not
taken up in the Open Offer, Gerard Walsh and Thomas O'Gorman intend
to subscribe for their pro rata entitlement under the Open Offer
and additional excess entitlements to bring their aggregate fully
diluted holding to not more than 29.9% of the Enlarged Shares
following the Open Offer.
Reasons for the Open Offer, Subscription and Use of Proceeds
The Company operates solely as an energy investment company. The
investment strategy of the Company is to provide seed capital to
small companies that are identified as having significant growth
possibilities and to invest in early stage listed energy companies.
The Company is dependent on its investment portfolio to fund the
corporate running costs. The Board has carefully considered the
current market and believes that there are opportunities for
investment in the medium term that will create shareholder value.
Accordingly, the Board is recommending the Open Offer to existing
shareholders and has entered into conditional subscription
agreements as part of the New Investor Subscription which is an
agreement with two strategic investors in the sector to raise up to
GBP240,000.
Assuming that the Open Offer Shares are fully taken up, the Open
Offer is expected to raise up to GBP393,212 before expenses. The
proceeds from the Open Offer and the New Investor Subscription will
be used for the ongoing working capital. In addition, the
investment by the new investors should provide the Company with
access to additional deal flow.
Directors' Participation in the Open Offer
The Company has been informed by all of the Directors that they
intend to accept their respective entitlements under the Open Offer
in full. The aggregate basic entitlements of all the Directors
under the Open Offer is 2,630,000 Open Offer Shares.
(MORE TO FOLLOW) Dow Jones Newswires
November 20, 2015 02:01 ET (07:01 GMT)
The Board has received irrevocable undertakings from Messrs
Walsh and O'Gorman that they will subscribe for their pro rata
entitlement in the Open Offer. In addition and subject to
availability and the discretion of the Board, they intend to
subscribe for a certain number of Excess Shares not taken up by
Qualifying Shareholders to the extent that their beneficial
holdings of Ordinary Shares in the Company will not exceed 29.9 per
cent. of the Ordinary Shares in the Company following
Admission.
An announcement will be released to the market in due course
notifying the market of the acceptance by Directors and their
families or connected persons of any Open Offer Entitlements and
Excess Shares and the effect on their subsequent shareholdings in
the Company.
Related Party Transaction
Messrs Walsh and O'Gorman each have a beneficial interest in
1,100,000 Ordinary Shares in the Company and have irrevocably
undertaken to subscribe for their pro rata entitlement in the Open
Offer and a certain number of Excess Shares to the extent that
their beneficial holdings of Ordinary Shares in the Company will
not exceed 29.9 per cent. of the Ordinary Shares following
Admission. This commitment constitutes a related party transaction
under Rule 13 of the AIM Rules for Companies. The Company's
independent director, David King, having consulted with the
Company's nominated adviser, Cenkos Securities Plc, considers that
the terms of the transaction are fair and reasonable insofar as
Shareholders are concerned.
Results
The Company today published its results for the year ended 30
June 2015. The past year has been very challenging for investors in
oil & gas assets. During the year Westmount generated a loss of
GBP222,239 and had net assets of GBP522,073 as at 30 June 2015. As
reported at the interim stage the board has financed the ongoing
corporate overheads of the company by disposing of shares in its
investment portfolio to finance ongoing administration costs.
Current Trading and Prospects
As noted in the Company's Final results, over the past year, the
fall in the oil price together with the risk off investment
environment has resulted in a difficult environment to evaluate,
execute and finance merger and acquisition activity in the energy
sector. Share prices across the sector have been adversely
affected, in particular companies exposed to high cost production
and debt have been the hardest hit. Given the new oil price
environment, efforts are continuing to find a suitable transaction
or investment. The additional working capital raised as part of the
Subscription and Open Offer today will allow the Company to
continue to pursue these investments.
Principal Terms of the Open Offer
A total of 9,830,300 new Ordinary Shares are available to
Qualifying Shareholders pursuant to the Open Offer at the Issue
Price, payable in full on application. Any Open Offer Shares not
subscribed for by Qualifying Shareholders will be available to
other Shareholders under the Excess Application Facility.
Although Qualifying Shareholders can apply for as many Open
Offer Shares as they wish, Qualifying Shareholders will receive an
entitlement to apply for Open Offer Shares pursuant to the Open
Offer at the Issue Price on the following basis:
1 Open Offer Share for every 1 Existing Ordinary Share
registered in their name on the Record Date. Entitlements of
Qualifying Shareholders will be rounded down to the nearest whole
number of Open Offer Shares. Fractional entitlements which would
otherwise arise will not be issued to the Qualifying Shareholders
but will be made available under the Excess Application
Facility.
The Excess Application Facility enables Qualifying Shareholders
to apply for Excess Shares in excess of their respective Open Offer
Entitlements. For the avoidance of doubt, Shareholders with no Open
Offer Entitlement (by virtue of their owning fewer than 2,500
Existing Ordinary Shares), but excluding any Overseas Shareholder
who has a registered address in the United States of America or any
other Restricted Jurisdiction, may still apply for such number of
Excess Shares under the Excess Application Facility as will
increase their aggregate holding of Ordinary Shares in the Company
to at least 5,000 Ordinary Shares in the Company.
Not all Shareholders will be Qualifying Shareholders.
Shareholders who are located in, or are citizens of, or have a
registered office in certain overseas jurisdictions will not
qualify to participate in the Open Offer.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements as shown on the
Application Form for certificated Shareholders. Applicants can
apply for fewer or more than their entitlements under the Open
Offer but the Company cannot guarantee that any application for
Excess Shares under the Excess Application Facility will be
satisfied as this will depend in part on the extent to which other
Qualifying Shareholders apply for fewer or more than their own Open
Offer Entitlements. The Company may satisfy valid applications for
Excess Shares of applicants in whole or in part but reserves the
right not to satisfy any excess above any Open Offer Entitlement.
The Board may scale back applications made in excess of Open Offer
Entitlements on such basis as it reasonably considers to be
appropriate.
Application has been made for the Open Offer Entitlements and
Excess CREST Open Offer Entitlements to be admitted to CREST. It is
expected that such Open Offer Entitlements and Excess CREST Open
Offer Entitlements will be credited to CREST on 23 November 2015.
The Open Offer Entitlements and Excess CREST Open Offer
Entitlements will be enabled for settlement in CREST until 3:00pm
on 4 November 2015. Applications through the CREST system may only
be made by the Qualifying CREST Shareholder originally entitled or
by a person entitled by virtue of bona fide market claims. The Open
Offer Shares must be paid in full on application. The latest time
and date for receipt of completed Application Forms or CREST
application and payment in respect of the Open Offer is 11.00a.m.
on 9 December 2015.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Application Form is not a document
of title and cannot be traded or otherwise transferred.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part 3 of this document and on the
accompanying Application Form.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid after the date of their issue.
Application will be made to the London Stock Exchange for the
admission of the Open Offer Shares which are subscribed for to
trading on AIM. It is expected that Admission will occur and that
dealings will commence at 8.00 a.m. on 14 December 2015 at which
time it is also expected that the Open Offer Shares will be enabled
for settlement in CREST.
Details of the Subscription
The Board has recently considered certain proposals for further
investment in the Company to provide additional working capital for
the business of the Company.
One such proposal, the New Investor Subscription involves the
subscription by each of Dermot Corcoran and John Craven for up to
3,000,000 new Ordinary Shares each (an aggregate of up to 6,000,000
new Ordinary Shares) in the Company at a proposed issue price of 4p
per share, pursuant to a conditional subscription agreement. The
terms of the Conditional Subscription Agreements are to provide
that the allotment on account of the subscription is to be made
after payment has been received and shareholder approval had been
obtained to the conversion of the shares of the Company to shares
of no par value. It is presently intended that the subscription,
allotment and issue of new Ordinary Shares of no par value will
take place on or around 14 December 2015. The aggregate
subscription price being up to GBP240,000 or such lesser amount
based on the multiple of the number of shares subscribed to as part
of the New Investor Subscription and GBP0.04.
The New Investor Subscription may involve the subscription by
each of John Craven and Dermot Corcoran of less than 3,000,000 new
Ordinary Shares each (so in aggregate less than 6,000,000 new
Ordinary Shares) if subscriptions at that level would result in
John Craven and Dermot Corcoran holding in aggregate such number of
shares which would exceed 29.9 per cent. of the Enlarged Shares
following the Open Offer.
The New Investor Subscription is not conditional on completion
of the Open Offer but is conditional on the Shareholder Resolution
being approved. The Open Offer is conditional upon completion of
the New Investor Subscription which means that if the New Investor
Subscription is not completed then the Company will not proceed
with the Open Offer.
Conversion to no par value
As the Ordinary Shares which are the subject of the New Investor
Subscription and the Open Offer are to be issued at a discount to
the Company's current nominal value per share of 20p, the Company
is required to convert its existing issued Ordinary Shares of 20p
each and its authorised but unissued Ordinary Shares into shares of
no par value.
The proposal to convert the shares of the Company to shares of
no par value is to be put to the Company's members at the Annual
General Meeting of the Company which is scheduled to take place on
11 December 2015. The New Investor Subscription is conditional on
investors voting to approve the resolution to convert all the
shares of the Company to shares of no par value.
Overseas Shareholders
(MORE TO FOLLOW) Dow Jones Newswires
November 20, 2015 02:01 ET (07:01 GMT)
The attention of Qualifying Shareholders who have registered
addresses outside the United Kingdom, or who are citizens or
residents of countries other than the United Kingdom, or who are
holding Existing Ordinary Shares for the benefit of such persons,
(including, without limitation, custodians, nominees, trustees and
agents) or who have a contractual or other legal obligation to
forward this document or the Application Form to such persons, is
drawn to the information which appears in paragraph 8 of Part 3 of
the Circular.
In particular, Qualifying Shareholders who have registered
addresses in or who are resident in, or who are citizens of,
countries other than the UK (including without limitation the
United States of America), should consult their professional
advisers as to whether they require any governmental or other
consents or need to observe any other formalities to enable them to
take up their entitlements under the Open Offer.
Action to be Taken
Qualifying non-CREST Shareholders wishing to apply for Open
Offer Shares or Excess Shares must complete the Application Form
which accompanies this document in accordance with the instructions
set out in paragraph 5.1 of Part 3 of the Circular and on the
Application Form and return it with the appropriate payment to
Capita Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive no later
than 11.00a.m. on 9 December 2015.
If you do not wish to apply for any Open Offer Shares under the
Open Offer, you should not complete or return the Application
Form.
If you are a Qualifying CREST Shareholder, no Application Form
will be sent to you. Qualifying CREST Shareholders will have Open
Offer Entitlements and Excess CREST Open Offer Entitlements
credited to their stock accounts in CREST. You should refer to the
procedure for application set out in paragraph 5.2 of Part 3 of the
Circular. The relevant CREST instructions must have settled in
accordance with the instructions in paragraph 5.2 of Part 3 of the
Circular by no later than 11.00a.m. on 9 December 2015.
Qualifying CREST Shareholders who are CREST sponsored members
should refer to their CREST sponsors regarding the action to be
taken in connection with this document and the Open Offer.
Expected timetable of events
Record Date for the Open Offer 5.30p.m. on 18 November
2015
Announcement of the Open Offer 20 November 2015
Ex-entitlement Date 20 November 2015
Posting of this document and 20 November 2015
Application Form to Qualifying
non-CREST Shareholders
Open Offer Entitlements and Excess 23 November 2015
CREST Open Offer Entitlements
credited to stock accounts of
Qualifying CREST Shareholders
Recommended latest time and date 4.30pm on 3 December
for requesting withdrawal of 2015
Open Offer Entitlements from
Crest
Latest time and date for depositing 3.00p.m. on 4 December
Open Offer Entitlements into 2015
CREST
Latest time and date for splitting 3.00p.m. on 7 December
Application Forms (to satisfy 2015
bona fide market claims only)
Latest time and date for acceptance 11.00a.m. on 9 December
of the Open Offer and receipt 2015
of completed Application Forms
and payment in full under the
Open Offer or settlement of relevant
CREST instruction (if appropriate)
Latest time and date for receipt 11.00a.m. on 9 December
of proxy forms for Annual General 2015
Meeting
Announcement of result of Open 11 December 2015
Offer
Admission and commencement of 8.00a.m. on 14 December
dealings in the Open Offer Shares 2015
on AIM
Open Offer Shares credited to 8.00a.m. on 14 December
CREST members' accounts 2015
Annual General Meeting 11.00a.m. on 11
December 2015
Despatch of definitive share by 31 December 2015
certificates for Open Offer Shares
in certificated form
If any of the details contained in the timetable above should
change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
All references are to London time unless stated otherwise.
Definitions
The following definitions apply throughout this document, unless
the context requires otherwise:
"Admission" to the extent that Qualifying
Shareholders apply to
subscribe for Open Offer
Shares under the Open
Offer, the admission
of the Open Offer Shares
subscribed under the
Open Offer to trading
on AIM
"AIM" the AIM market operated
by London Stock Exchange
"AIM Rules for Companies" the AIM Rules for Companies
and guidance notes as
published by the London
Stock Exchange from time
to time
"Annual General Meeting" the Annual General Meeting
of the Company due to
take place at the offices
of Stonehage Fleming
at No 2 The Forum, Grenville
Street, St Helier JE1
4HH
"Application Form" the personalised application
form on which Qualifying
non-CREST Shareholders
may apply for new Ordinary
Shares under the Open
Offer, which accompanies
this document
"Board" or "Directors" the directors of the
Company as at the date
of this document
"Capita Asset Services" a trading name of Capita
Registrars Limited
"Cenkos Securities" Cenkos Securities plc
"Company" or "Westmount" Westmount Energy Limited
"Companies Law" the Companies (Jersey)
Law 1991 (as amended)
"Conditional Subscription the conditional subscription
Agreement" agreements entered into
between the Company and
each of John Craven and
Dermot Corcoran on 19
November 2015 setting
out the terms of the
New Investor Subscription
"CREST" the relevant system (as
defined in the CREST
Regulations) in respect
of which Euroclear is
the operator (as defined
in the CREST Regulations)
"CREST Manual" the rules governing the
operation of CREST, consisting
of the CREST Reference
Manual, CREST International
Manual, CREST Central
Counterparty Service
Manual, CREST Rules,
Registrars Service Standards,
Settlement Discipline
Rules, CCSS Operations
Manual, Daily Timetable,
CREST Application Procedure
and CREST Glossary of
Terms (all as defined
in the CREST Glossary
of Terms promulgated
by Euroclear on 15 July
1996 and as amended since)
"CREST member" a person who has been
admitted to CREST as
a system-member (as defined
in the CREST Manual)
"CREST member account the identification code
ID" or number attached to
a member account in CREST
"CREST participant" a person who is, in relation
to CREST, a system-participant
(as defined in the CREST
Regulations)
"CREST participant ID" shall have the meaning
given in the CREST Manual
issued by Euroclear
"CREST payment" shall have the meaning
given in the CREST Manual
issued by Euroclear
"CREST Regulations" the Companies (Uncertificated
Securities) Jersey Order
(MORE TO FOLLOW) Dow Jones Newswires
November 20, 2015 02:01 ET (07:01 GMT)
1999 (as amended)
"CREST sponsor" a CREST participant admitted
to CREST as a CREST sponsor
"CREST sponsored member" a CREST member admitted
to CREST as a sponsored
member
"Enlarged Shares" all the issued shares
of the Company following
completion of the Open
Offer at Admission and
assuming that the Open
Offer is fully subscribed
"EU" the European Union
"Euroclear" Euroclear UK & Ireland
Limited
"Excess Application Facility" the arrangement pursuant
to which Qualifying Shareholders
may apply for additional
Open Offer Shares in
excess of their Open
Offer Entitlements in
accordance with the terms
and conditions of the
Open Offer
"Excess CREST Open Offer in respect of each Qualifying
Entitlements" CREST Shareholder, the
entitlement (in addition
to an Open Offer Entitlement)
to apply for Open Offer
Shares pursuant to the
Excess Application Facility,
which is conditional
on taking up the Open
Offer Entitlement in
full
"Excess Shares" Open Offer Shares applied
for by Qualifying Shareholders
under the Excess Application
Facility
"Ex-entitlement Date" the date on which the
Existing Ordinary Shares
are marked "ex" for entitlement
under the Open Offer,
being 19 November 2015
"Existing Ordinary Shares" the 9,830,300 Ordinary
Shares in issue on the
date of this document
"FCA" the Financial Conduct
Authority of the UK
"FSMA" Financial Services and
Markets Act 2000 (as
amended)
"Issue Price" 4 pence per new Ordinary
Share
"London Stock Exchange" London Stock Exchange
plc
"Money Laundering Regulations" Money Laundering Regulations
2007, the money laundering
provisions of the Criminal
Justice Act 1993, Part
VIII of FSMA (together
with the provisions of
the Money Laundering
Sourcebook of the FCSA
and the manual of guidance
produced by the Joint
Money Laundering Steering
Group in relation to
financial sector firms),
the Terrorism Act 2000,
the Anti Terrorism Crime
and Security Act 2001,
the Proceeds of Crime
Act 2002 and the Terrorism
Act 2006
"New Investors" means John Craven and
Dermot Corcoran
"New Investor Subscription" the subscription by John
Craven for 3,000,000
Ordinary Shares in the
Company (or such lesser
number of Ordinary Shares
in the Company in accordance
with the relevant Conditional
Subscription Agreement)
and the subscription
by Dermot Corcoran for
3,000,000 Ordinary Shares
in the Company (or such
lesser number of Ordinary
Shares in the Company
in accordance with the
relevant Conditional
Subscription Agreement)
at the Issue Price and
otherwise pursuant to
the terms and conditions
of the Conditional Subscription
Agreements
"Open Offer" the invitation made to
Qualifying Shareholders
to apply to subscribe
for the Open Offer Shares
at the Issue Price on
the terms and subject
to the conditions set
out in Part 3 of this
document and in the Application
Form
"Open Offer Entitlements" the basic entitlements
of Qualifying Shareholders
to subscribe for Open
Offer Shares allocated
to Qualifying Shareholders
on the Record Date pursuant
to the Open Offer
"Open Offer Shares" the 9,830,300 Ordinary
Shares being made available
to Qualifying Shareholders
pursuant to the Open
Offer
"Ordinary Shares" ordinary shares of no
par value in the Company
"Overseas Shareholders" a Shareholder with a
registered address outside
the United Kingdom
"Qualifying CREST Shareholders" Qualifying Shareholders
holding Existing Ordinary
Shares in a CREST account
"Qualifying non-CREST" Qualifying Shareholders
holding Existing Ordinary
Shares in Shareholders"
certificated form
"Qualifying Shareholders" holders of Existing Ordinary
Shares on the register
of members of the Company
at the Record Date (but
excluding any Overseas
Shareholder who has a
registered address in
the United States of
America or any other
Restricted Jurisdiction)
"Record Date" 5.30p.m. on 18 November
2015
"Registrar" Capita Asset Services
in its capacity as the
Companys registrar
"Regulatory Information has the meaning given
Service" in the AIM Rules for
Companies
"Restricted Jurisdiction" United States of America,
Canada, Australia, Japan,
the Republic of Ireland,
South Africa and any
other jurisdiction where
the making of the Open
Offer would breach any
applicable law or regulation
"Securities Act" US Securities Act of
1933 (as amended)
"Shareholders" the holders of Existing
Ordinary Shares
"Shareholder Resolution" the resolution to be
put to the Company at
its Annual General Meeting
on 11 December 2015 that
all of the shares in
the Company are converted
to shares of no par value
"UK" the United Kingdom of
(MORE TO FOLLOW) Dow Jones Newswires
November 20, 2015 02:01 ET (07:01 GMT)
Westmount Energy (LSE:WTE)
Historical Stock Chart
From Apr 2024 to May 2024
Westmount Energy (LSE:WTE)
Historical Stock Chart
From May 2023 to May 2024