Suspended till Q1 202014 Nov 2019 07:08
Baron Oil PLC Proposed Reverse Takeover & Suspension of Trading
14/11/2019 7:01am
UK Regulatory (RNS & others)
Baron Oil (LSE:BOIL)
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Today : Thursday 14 November 2019
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RNS Number : 3480T
Baron Oil PLC
14 November 2019
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.
14 November 2019
Baron Oil Plc
("Baron" or "the Company")
Proposed Reverse Takeover Transaction with SundaGas
&
Suspension of Trading
Baron Oil Plc (AIM:BOIL), the AIM-listed oil and gas exploration and production company focused on opportunities in the UK, Latin America and South East Asia, is pleased to announce that it has entered into a non-binding Heads of Agreement ("HOA") with SundaGas Pte. Ltd. ("SundaGas"), as a result of which, subject to, among other matters, the execution of a Sale and Purchase Agreement (the "SPA"), Baron would acquire the entire issued share capital of SundaGas (Holdings) Pte. Ltd. (the "Target") (the "Proposed Transaction").
SundaGas is a Singapore based private E&P company with a portfolio of operated gas and oil projects in SE Asia, with offices in Singapore and Jakarta and a new office about to open in Dili, Timor-Leste.
The Proposed Transaction will be classified as a reverse takeover pursuant to the AIM Rules and accordingly the Company's shares will be temporarily suspended from trading on AIM as of 07:30 a.m. today. Completion of the Proposed Transaction is therefore subject to certain matters including the completion of an appropriate SPA, approval by Baron's shareholders at a general meeting to be convened in due course ("General Meeting"), the raising of an appropriate level of equity (the "Fundraising"), the grant of a Rule 9 waiver by the UK Takeover Panel ("Rule 9 Waiver") in respect of the proposed issue of new shares to SundaGas and the admission of the enlarged group to trading on AIM. In order to convene the General Meeting, the Company is required to publish an AIM Admission Document which details, inter alia, the terms of the Proposed Transaction. It is currently expected that should the Proposed Transaction proceed, the AIM Admission Document will be published during Q1 2020.