Shareholder Circular, Notice of General Meeting (“GM”) and Open Offer
The Company announced on 25 October 2017 that it has conditionally raised US$23.5 million, by way of the Placing and Subscription, through the issue of 31,187,756 New Ordinary Shares at a price of 57 pence.
The Company also announced that it was also proposing to raise up to US$3.0 million by way of the Open Offer which will be available to all Qualifying Shareholders on the Record Date. The Fundraising comprises the Placing and Subscription and the Open Offer.
Although the Company has certain on-going Shareholder authorities taken at the annual general meeting of the Company held on 28 June 2017, these are not sufficient to implement the Fundraising through the issue of the New Ordinary Shares.
Accordingly, the Company is seeking Shareholder approval to grant the Directors authority to allot equity securities and to dis-apply statutory pre-emption rights in respect of an allotment of equity securities for cash in connection with the Fundraising.
Notice is hereby given that a General Meeting ("GM") of Victoria Oil & Gas Plc will be held on Monday 13 November 2017, at 11.00 am. at Coin Street Neighbourhood Centre, South Bank Room 1, 108 Stamford Street, South Bank, London SE1 9NH, to consider and if thought fit to pass the Resolutions set out in the Shareholder Circular, which includes Notice of GM.
A detailed explanation of each resolution to be proposed at the GM is set out in the Shareholder Circular (see attachment below).
Attending and Voting at the GM
If you are not planning to attend the GM and want the Chairman or someone else to attend and vote for you at the meeting, please complete the personalised Proxy Form you have been sent or cast your proxy online. (Please refer to the notes to the Notice of the GM and the Proxy Form for further guidance on appointment of a proxy.)
- The completion of the Proxy Form or voting online will not preclude a member from attending the meeting and voting in person.
- If you wish to attend the GM you should bring along the Attendance Card from your Proxy form or the e-mail broadcast you received as it contains your Shareholder Reference Number (SRN) allowing you entry into the meeting.
Cast Your Proxy Online @ www.investorcentre.co.uk/eproxy
You will need to enter the Control Number, Shareholder Reference Number (SRN) and your PIN (shown on your personalised Proxy Form or bottom of the email broadcast you received). For help in appointing a proxy online, please telephone the Registrar's helpline on 0370 707 1392 between 8.30am and 5.30pm on any weekday.
Deadline for Submission of Proxy Form
To be valid, completed Proxy Form appointing you proxy must be lodged with the Company's Registrar, Computershare Investor Services PLC, by post or electronically via the internet no later than 11 am. Friday 9 November 2017.
Shares held in a Nominee Account
To exercise your votes at the GM for shares held in a nominee account;
1. Contact your broker to arrange for voting rights for your shareholding to be assigned to you, by requesting to appoint you as their proxy for the number of shares for which you are the beneficial owner. Such a proxy will enable you to vote at the GM. (Provided the broker has lodged the completed Proxy Form with the Registrar before 11.00am on 9 November 2017). It is recommended that you also obtain a copy of the completed Proxy Form from the broker and bring it to the GM together with your valid ID; or
2. Obtain a “letter of representation” from your broker in respect of the number of shares for which you are the beneficial owner. You need to bring the letter of representation to the Meeting together with your valid ID;
If you are unable to attend the GM;
(iii) Notify your broker how you wish to vote before 11.00 am Friday 9 November 2017 and your broker will submit the Proxy Form to the Company, instructing the Chairman how to vote on your behalf.
Note that if you attend the GM without a valid Proxy Form (as mentioned in (1) and (2) above) or a letter of representation, you will not be able to vote or speak at the GM.
The Board recognises and is grateful for the continued support received from its Shareholders and has therefore decided to provide an opportunity for all existing Qualifying Shareholders to participate in a further issue of new Ordinary Shares, to raise up to US$3.0 million at the Issue Price by way of the Open Offer.
Details of the Open Offer, its terms and conditions and the timetable will be set out in the Circular.
The Open Offer will be made to Qualifying Shareholders only. It will enable all Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price on a pro rata basis to their current holdings and with the option for increasing their allocation pursuant to an Excess Application Facility.
The Open Offer has been structured so that it will not be available to Non-Qualifying Shareholders, being Shareholders resident or located in any Restricted Jurisdiction. The Open Offer is conditional on the Placing and Subscription being approved.
The Directors have considered the best way to structure the Open Offer, having regard to, inter alia, the importance of pre-emption rights to all Shareholders, the extent to which there are Overseas Shareholders, the regulatory requirements applicable to companies listed on AIM, cost implications and market risks.
After considering these factors, the Directors have concluded that the most suitable structure for the Open Offer, for both the Company and its Shareholders as a whole, is that the Open Offer be made only to Qualifying Shareholders who are not resident or located in any Restricted Jurisdiction.
The Open Offer will provide an opportunity for all Qualifying Shareholders to acquire Open Offer Shares pro rata to their current holdings of Existing Ordinary Shares as at the Record Date with the option for subscribing for more shares pursuant to the Excess Application Facility. The Issue Price for the Open Offer is the same as the Issue Price for the Placing and Subscription. Once subscriptions by Qualifying Shareholders under their respective Open Offer Entitlements have been satisfied, the Company shall, in its absolute discretion, determine whether to meet any excess applications in full or in part and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full, in part or at all.
Principal terms of the Open Offer
The Open Offer will be conditional on:
- the passing of the Resolutions 1 and 2 to be proposed at the General Meeting; and
- Admission of the New Ordinary Shares.
Accordingly, if any of such conditions are not satisfied, the Open Offer will not proceed. It is a condition of the Open Offer that the Placing and Subscription also proceed.
The detailed terms and conditions of the Open Offer are set out in the Circular and in the Application Form attached below.
Subject to the fulfilment of the conditions referred to above and set out below and also set out in the Circular, Qualifying Shareholders are being given the opportunity to subscribe for the Open Offer Shares at the Issue Price per Open Offer Share, pro rata to their holdings of Existing Ordinary Shares on the Record Date on the basis of:
1 Open Offer Share for every 28 Existing Ordinary Shares held
Qualifying Shareholders are also being given the opportunity, provided that they take up their Open Offer Entitlement in full, to apply for Excess Open Offer Entitlement through the Excess Application Facility. Assuming full take-up under the Open Offer, the issue of the Open Offer Shares will raise gross proceeds of approximately £2.25 million for the Company. The Open Offer is not being underwritten. The Open Offer Shares will, upon issue, rank pari passu with the Existing Ordinary Shares.
Fractions of Open Offer Shares will not be allotted. The terms of the Open Offer provide that each Qualifying Shareholder’s entitlement under the Open Offer will be rounded down to the nearest whole number. Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating the Open Offer Entitlements.
It should be noted that the Open Offer is not a rights issue. Accordingly, the Application Form is not a document of title and cannot be traded.
Excess Application Facility
The Excess Application Facility will enable Qualifying Shareholders, provided that they take up their Open Offer Entitlement in full, to apply for an Excess Open Offer Entitlement. Qualifying Non-CREST Shareholders who wish to apply to acquire more than their Open Offer Entitlement should complete the relevant sections on the Application Form. Qualifying CREST Shareholders will have Excess Open Offer Entitlements credited to their stock account in CREST and should refer to the Circular for information on how to apply for Excess Open Offer Entitlement pursuant to the Excess Application Facility.
Applications for Excess Open Offer Entitlements will be satisfied only and to the extent that corresponding applications by other Qualifying Shareholders are not made or are made for less than their Open Offer Entitlements. Once subscriptions by Qualifying Shareholders under their respective Open Offer Entitlements have been satisfied, the Company shall, in its absolute discretion, determine whether to meet any excess applications in full or in part and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full, in part or at all. Application will be made for the Open Offer Entitlements and Excess Open Offer Entitlements in respect of Qualifying CREST Shareholders to be admitted to CREST. Applications through the means of the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.
Qualifying Non-CREST Shareholders will receive an Application Form with the Circular which sets out their entitlement to Open Offer Shares as shown by the number of Open Offer Entitlements allocated to them.
Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements. Qualifying CREST Shareholders should note that although the Open Offer Entitlements and Excess Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. If applications are made for less than all of the Open Offer Shares available, then the lower number of Open Offer Shares will be issued and any outstanding Open Offer Entitlements will immediately lapse.
Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in the Circular and on the Application Form below.
Results of the General Meeting
On 25 October 2017, Victoria Oil & Gas Plc (AIM: VOG) announced the successful completion of a proposed placing and subscription with new and existing shareholders, raising gross proceeds of US$23.5 million (£17.78 million). The Company also proposed to raise up to US$3.0 million (£2.25 million) by way of the Open Offer. The Fundraising, comprising a Placing of 30,893,660 Placing Shares, a Subscription of 294,096 Subscription Shares and an Open Offer of up to 3,948,991 Open Offer Shares, was conditional upon, inter alia, the passing of the Resolutions at the General Meeting.
The Company is pleased to announce that, at the General Meeting held this morning, all of the resolutions that were proposed in the Notice of General Meeting, were duly passed.
Under the Open Offer, Qualifying Shareholders were able to subscribe for Open Offer Shares on the basis of 1 Open Offer Share for every 28 Existing Ordinary Shares held on the Record Date (being 24 October 2017). The Open Offer closed for acceptances at 11.00 a.m. on 10 November 2017.
The Open Offer Shares were not placed subject to clawback nor were they underwritten. Qualifying Shareholders applied for, in aggregate, 2,073,700 Open Offer Shares pursuant to their Open Offer Entitlements and all Qualifying Shareholders who validly applied for Open Offer Shares pursuant to their Open Offer Entitlements will receive the full amount of Open Offer Shares for which they applied.
As a result, 1,875,291 Open Offer Shares were available under the Excess Application Facility and valid acceptances were received in respect of 1,226,510 Excess Open Offer Entitlements. Accordingly, each Qualifying Shareholder applying for Excess Open Offer Entitlements will receive 100 per cent. of their excess application pursuant to the Excess Application Facility.
Accordingly, the Company has received valid acceptances in respect of 3,300,210 Open Offer Shares from Qualifying Shareholders, which represents 83.57 per cent. of the Open Offer Shares offered.
Application has been made to the London Stock Exchange for up to 35,136,747 New Ordinary Shares to be admitted to trading on AIM pursuant to the Fundraising. It is expected that Admission will occur at 8.00 a.m. on 14 November 2017.
Following Admission, the Company's total issued share capital will comprise 145,059,728 Ordinary Shares with voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, securities of the Company under the FCA’s Disclosure and Transparency Rules. The New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares in issue, including the right to receive all dividends and other distributions declared.