LONDON (Alliance News) - New World Oil & Gas PLC Tuesday said it has turned down what it described as a "purported" letter of requisition from three people claiming to be shareholders, one of whom is entangled in confusion over their stake in the company following the company's proposed placing and open offer.
Fellow listed Metal Tiger PLC said Tuesday that it has sold the majority of its stake in New World Oil to below 3% last Friday, and said it is evaluating its remaining stake in the company in light of the current circumstances.
The company said it had received a communication from Jon Williams, Christopher Williams and Judith Williams purporting to be a letter of requisition for a shareholder meeting, and claiming an aggregate holding of 342.3 million ordinary shares in the company.
New World said that following advice from its lawyers in Jersey and having reviewed the shareholder register as of May 8, it is treating the requisition as invalid.
Based on the current share capital of New World, the 342.3 million shares held by the three shareholders represents around half of the entire issued share capital of New World. However there is confusion about Judith Williams.
On Monday, New World said that due to the level of interest in the company's shares since it announced a placing in April, it "feels appropriate" to allow shareholders to purchase shares under the open offer at the same price as the placing of 0.055 pence. Terms of the open offer are expected to be released "in due course".
The company conducted a conditional placing in April of over 2.72 billion new shares at 0.055 pence to raise GBP1.5 million with existing and new investors, which is subject to shareholder approval at an extraordinary general meeting on May 19.
However, after the proposed placing was announced, New World said Judith Williams, whose relationship with the company has not been clarified, had purchased over 342.3 million shares in the company which was stated as representing a 10% stake in the enlarged issued share capital.
New World said last Tuesday it was looking into William's acquisition of shares, including whether there are any regulatory implications and what was her intention. The company said it was unsure whether the holding was 10% of its original or enlarged share capital post the placing. Based on the issued share capital before the placing, Williams would be purchasing over a 50% stake in the company, which would require Williams to make an offer for the company.
That caused a high volume of trading in the company's shares and a flurry of internet commentary.
That was followed by another statement on Monday that said Judith Williams will be obliged to extend an offer to the company's shareholders in the event that she receives delivery of shares which carry 30% or more of the company's voting rights.
A spokesman for the company was unable to clarify the situation regarding Williams on Tuesday, including her relationship to the company, but stressed that New World was going to the market to raise funds as expected, and it is an "innocent" party which is trying to clarify the situation.
New World on Monday said Williams will only be treated as interested in the shares that she has purchased in the event of their delivery into the CREST account of her broker, and that she will have an obligation to extend an offer to the company's shareholders should she receive delivery of shares which carry 30% or more of the company's voting rights.
It added that Williams will not be restricted from selling any shares, unless and until an offer period commences.
In a statement on Tuesday afternoon, Metal Tiger PLC said it had sold the "majority" of its stake in New World to below 3% from its 6.7% holding at the end of April. The company said it sold the stake on Friday, stating it made five times the total amount it originally invested.
"Metal Tiger has retained a strategic holding below a notifiable level and notes the announcement made by New World yesterday afternoon with regard to its proposed open offer. In this regard Metal Tiger continues to assess its rights as a shareholder and investigate the proposals put forth to New World shareholders," said Metal Tiger in a statement.
"Pending clarification of the matters referred to above, which the company will, so far as it is in their hands, endeavour to do so as soon as possible, investors and shareholders are warned to exercise caution in dealing in the company's shares and if in any doubt seek the advice of a person duly authorised and regulated by the Financial Conduct Authority," it said in a statement on Monday.
New World shares were down 15% to 0.170 pence per share on Tuesday afternoon.
By Steve McGrath and Joshua Warner; joshuawarner@alliancenews.com; @JoshAlliance; stevemcgrath@alliancenews.com; @stevemcgrath1
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