Adm Energy Regulatory News (ADME)

22 May 2019

MX OIL PLC

("MXO" or the "Company")

General Meeting and Posting of Circular

MX Oil plc, an oil and gas investing company quoted on AIM, announces that it is today posting a circular to shareholders convening a general meeting to seek shareholder consent for, inter alia, a change of name of the Company and a share capital reorganisation ("General Meeting").

The General Meeting will be held at the offices of Keystone Law Ltd, 48 Chancery Lane, London WC2A 1JF at 10.00 a.m. (UK time) on 7 June 2019.

An extract from the circular appears below. A copy of the circular will shortly be available from the Company's website: www.mxoil.com.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 and the person who arranged for release of this announcement on behalf of the Company was Stefan Olivier, Chief Executive Officer of the Company. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

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For further information please visit www.mxoil.com or contact:

Dear Shareholder

GENERAL MEETING

PROPOSED SHARE CAPITAL CONSOLIDATION AND

RENEWAL OF AUTHORITIES TO ISSUE SHARES

APPROVAL OF SHARE OPTION PLAN

PROPOSED CHANGE OF NAME

Introduction

I am pleased to invite you to a General Meeting which will be held at the offices of Keystone Law Ltd, 48 Chancery Lane, London WC2A 1JF at 10.00 a.m. (UK time) on 7 June 2019.

The business to be conducted at the General Meeting is set out in the notice of General Meeting at the end of this document ("Notice"). The Company is proposing a share capital consolidation, renewing its authorities to issue shares, a change of name (as described below) and the approval of a management share option plan. You will be asked to consider and vote on the resolutions set out in the Notice. An explanation of these resolutions is set out below.

The Board very much hopes you will be able to attend the General Meeting and we look forward to having the opportunity of speaking with you. We do however appreciate that it is not always possible for shareholders to attend in person. Even though you may not be able to attend, your vote is still important, and I would urge you to complete, sign and return the proxy form sent to you with this Notice and return it to Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 7NH, as soon as possible. They must receive it by 10.00 a.m. (UK time) on 5 June 2019. Please refer to the Shareholder Notes on page 8 of the circular for further details.

Resolution 1 - Proposed share capital consolidation

As at 21 May 2019 (being the latest practicable date prior to the publication of the circular), the Company currently had 4,471,349,664 ordinary shares of 0.01 pence each in issue ("Existing Ordinary Shares"). It is expected that, immediately prior to the General Meeting, the Company will have 4,471,349,664 Existing Ordinary Shares in issue assuming that no other ordinary shares are allotted and issued by the Company between the date of this document and the General Meeting and excluding any ordinary shares issued in connection with the consolidation as described below).

The Directors consider that it is in the best interests of the Company's long term development as a public quoted company to have a more manageable number of issued ordinary shares and to have a higher share price.

Accordingly, it is proposed that the Company's share capital be reorganised such that:

every 100 Existing Ordinary Shares be consolidated into

1 new ordinary share of 1 pence ("New Ordinary Shares").

As all of the Existing Ordinary Shares are proposed to be consolidated, the proportion of issued ordinary share holdings in the Company held by each Shareholder immediately before and immediately after the Consolidation will, save for fractional entitlements (the treatment of which is described below), remain unchanged.

Shareholder approval of the consolidation is being sought pursuant to Resolution 1.

Issue of up to 99 Existing Ordinary Shares

In anticipation of Resolution 1 being passed by shareholders, the Company intends, immediately prior to the General Meeting, to issue such number of additional ordinary shares (being up to 99 Existing Ordinary Shares but expected to be 36 Existing Ordinary Shares assuming that no other ordinary shares are allotted and issued by the Company between the date of this document and the General Meeting) as will result in the total number of ordinary shares in issue being exactly divisible by 100. Since these additional shares will only represent a fraction of a New Ordinary Share, this fraction will be combined with other fractional entitlements and sold pursuant to the arrangements for fractional entitlements described below.

Fractional entitlements and consequential amendment to Articles of Association

It is likely that the consolidation will result in fractional entitlements to a New Ordinary Share where any holding is not precisely divisible by 100. No certificates will be issued for fractional entitlements to New Ordinary Shares.

Following the implementation of the share capital consolidation, certain shareholders may not have a proportionate shareholding of New Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares. Furthermore, any shareholders holding fewer than 100 Existing Ordinary Shares as at close of business on 7 June 2019 (the "Record Date") will cease to be a shareholder of the Company. The minimum threshold to receive New Ordinary Shares will be 100 Existing Ordinary Shares.

The Company's articles of association ("Articles") currently permit the Directors to sell shares representing fractional entitlements arising from the proposed consolidation. Any New Ordinary Shares in respect of which there are fractional entitlements will therefore be aggregated and sold in the market for the best price reasonably obtainable on behalf of shareholders entitled to fractions. The Company will distribute the proceeds of sale in due proportion to any such shareholders in accordance with the Articles (subject to the minimum threshold referred to in the next paragraph).

In the event that the net proceeds of sale to be distributed to any relevant shareholder amount to £3 or less, the Directors are of the view that, as a result of the administrative burden and disproportionate costs involved, it would not be in the best interests of the Company to distribute such proceeds of sale. Accordingly, the Directors are proposing in accordance with the Articles, that the proceeds arising from the sale of fractions need only be distributed to a shareholder where he or she is entitled to receive more than £3 (and, below that minimum threshold, it is proposed that the proceeds of sale be retained for the benefit of the Company). Given the current share price per Existing Ordinary Share, it is anticipated that the net proceeds of sale attributable to each relevant shareholder will be less than £3 and, accordingly, there will be no distribution of any net proceeds of sale.

For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings. For shareholders whose shares are held in the nominee accounts of UK stockbrokers, the effect of the share capital consolidation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant shares are held. The effect is expected to be the same as for shareholdings registered in beneficial names, however, it is the responsibility of the stockbroker or nominee to deal with fractions arising within their customer accounts, and not the responsibility of the Company.

Resulting share capital

If approved by shareholders, the issued share capital of the Company immediately following the consolidation is expected to comprise 44,713,497 New Ordinary Shares (assuming that no other shares are allotted and issued by the Company between the date of this document and the General Meeting and excluding the issue of any ordinary shares in connection with the consolidation as described above).

Admission of the New Ordinary Shares

Application will be made for the New Ordinary Shares to be admitted to trading on AIM in place of the Existing Ordinary Shares. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on or around 10 June 2019.

Following the consolidation, the Company's ISIN Code and SEDOL will change as follows:

Shareholders who hold Existing Ordinary Shares in uncertificated form will have such shares disabled in their CREST accounts at close of business on the Record Date, and their CREST accounts will be credited with the New Ordinary Shares following Admission, which is expected to take place on or around 10 June 2019.

Following the consolidation, existing share certificates will cease to be valid and new share certificates are expected to be despatched to those shareholders who hold their Existing Ordinary Shares in certificated form on or around 14 June 2019.

Rights attaching to New Ordinary Shares

The New Ordinary Shares arising upon implementation of the consolidation will have the same rights as the Existing Ordinary Shares including voting, dividend, return of capital and other rights.

Effects on Options, Warrants and Other Instruments

The entitlements to Ordinary Shares of holders of securities or instruments convertible into Ordinary Shares (such as share options and warrants) are expected be adjusted to reflect the share capital consolidation.

Resolution 2 - Renewal of authority to allot shares

The purpose of this Resolution is to renew the Directors' authority to allot shares. Section 551 of the Companies Act 2006 provides that the Directors may not allot new shares (other than for employee share schemes) without shareholder approval. This Resolution proposes that a new authority be granted in substitution of all other existing authorities, to allot securities up to an aggregate nominal amount of £149,000, representing approximately one third of the Company's total issued ordinary share capital as at 21 May 2019, being the latest practicable date prior to publication of this Notice (and representing approximately one third of the Company's expected total issued ordinary share capital immediately prior to the General Meeting, assuming that no other ordinary shares are allotted and issued by the Company between the date of this document and the General Meeting and excluding any ordinary shares issued in connection with the consolidation as described above.

The Directors have no present intention of exercising this authority, save for the issue of up to 99 ordinary shares in connection with the consolidation as described above and the grant of share options over up to 10% of the Company's issued share capital to directors and senior management as described below. The authority shall expire on the earlier of the conclusion of the Company's Annual General Meeting in 2019 and 7 June 2020 unless previously cancelled or varied by the Company in general meeting.

As at 21 May 2019, the Company did not hold any shares in treasury.

Resolution 3 - Adoption of MX Oil plc Share Option Plan

On 15 April 2019 the Company announced that as part of the Company's plan to provide longer term management incentives, the Company intended to grant share options of up to 10 per cent of the Company's share capital (equating to 447,134,966 Existing Ordinary Shares) to the Company's directors and senior management. These options will also be used as an incentive for future board appointees. Any options issued to Stefan Olivier or Richard Carter are expected to be at a strike price of 0.14p per share and any options allocated to future appointed directors will be at a price to be agreed at that time. 

The purpose of this resolution is to seek shareholder approval to the terms of the proposed Plan, the main features of which are summarised in the schedule to the circular. The Company will update shareholders as to awards of options under the Plan by announcement once awards have been made.

In accordance with the Plan, the Company's independent director, having consulted the Company's Nominated Adviser, will award options under the Plan to senior management both current and future. Any options granted will vest as to one third on the first anniversary of grant, as to one third on the second anniversary of grant and as to one third on the third anniversary of grant.

Resolution 4 - Disapplication of pre-emption rights

Section 561(1) of the Companies Act 2006 provides that if the Directors wish to allot any equity securities, or sell any treasury shares (if the Company holds any), for cash, they must first offer them to existing shareholders in proportion to their existing shareholdings. Section 561 does not apply in connection with an employee share scheme. The purpose of this Resolution is to allow the Directors to allot equity securities or sell any treasury shares for cash as if Section 561(1) of the Companies Act 2006 does not apply, in connection with rights issues, open offers, the issue of options to employees and officers and other pre-emption offers pursuant to the authority granted by Resolution 2, and otherwise up to an aggregate nominal amount of £67,000, representing approximately 15 per cent. of the Company's total issued Ordinary Share capital as at 21 May 2019, being the latest practicable date prior to publication of this Notice (and assuming that no other ordinary shares are allotted and issued by the Company between the date of this document and the General Meeting and excluding any ordinary shares issued in connection with the consolidation as described above).

The authority shall expire on the earlier of the conclusion of the Company's Annual General Meeting in 2019 and 7 June 2020, unless previously cancelled or varied by the Company in general meeting.

Resolution 5 - Change of name

The purpose of this Resolution is to change the name of the Company from MX Oil plc to ADM Energy plc. The Company has been considering a change of name for some time. The rationale for the name change to ADM Energy plc follows the recent strategic investment by Shaikh Ahmed Bin Dalmook Al Maktoum. The Company's strategic investor has an extensive network of influential contacts within the oil and gas industry and the Board regards his support for the Company as an important opportunity.

Subject to shareholder approval, once the Company has formally changed its name, the Company will also change its TIDM to ADME.

Resolution 6 - Amendment to Articles of Association

The purpose of this Resolution is to make minor and consequential changes to the Articles to reflect the consolidation of ordinary shares pursuant to Resolution 1.

Related Party Transaction

The anticipated grant of options to Stefan Olivier and Richard Carter constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Sergio Lopez, the independent director considers, having consulted with its nominated adviser, Cairn Financial Advisers LLP, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

Action to be taken

It is important to the Company that shareholders have the opportunity to vote even if they are unable to attend the General Meeting. You will find enclosed with this document a proxy form for use at the General Meeting. Whether or not you propose to attend the General Meeting in person, you are requested to complete the proxy form and return it to the Company's registrars, Computershare Investor Services plc, so as to arrive no later than 10.00 a.m. (UK time) on 5 June 2019.

If you hold your shares in CREST, you may appoint a proxy or proxies by completing and transmitting a CREST Proxy Instruction to Computershare Investor Services plc as soon as possible and so that it is received by no later than 10.00 a.m. on 5 June 2019.

The completion and return of the proxy form or the transmission of a CREST Proxy Instruction will not affect your right to attend and vote in person at the General Meeting if you wish.

Recommendation

The Directors consider that all the proposals to be considered at the General Meeting are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all of the proposed resolutions, as they intend to do in respect of their own beneficial shareholdings.

Yours sincerely

Richard Carter

Chairman

Schedule

The MX Oil Share Option Plan ("Plan")

The below represents a summary of the key features of the Plan.

1. Subject to the rules of the Plan the directors may grant options to any employee or officer provided that options may not be granted at any time when that grant would be prohibited by, or in breach of the Market Abuse Regulations, any law or regulation with the force of law or the AIM Rules or after the tenth anniversary of the Adoption Date.

2. The grant of options shall specify the number of shares over which the option is granted, the exercise price, any exercise condition, the date on which the option may be exercise.

3. The maximum number of options which may be granted under this Plan are options to acquire such number of ordinary shares in the capital of the companies with an aggregate nominal value of £44,713.

4. An option holder who ceases to be an employee or officer may not exercise an option at any time after ceasing to be an employee or officer unless the board permits exercise or the option holders employment or office terminates as a result of injury, ill health, disability, retirement or redundancy in which case such exercise shall be within one year of ceasing to be an employee or officer. An option holder who ceases to be an employee or officer in circumstances which constitute a constructive, wrongful and/or unfair dismissal shall be entitled to exercise all of his option notwithstanding any exercise condition remains to be satisfied provided that such exercise during the period of one year following the Option Holder ceasing to be an employee or officer. An option holder whose job description and/or role is adversely changed and/or removed as a director pursuant to the provisions of section 168 of the Companies Act 2006 shall be entitled to exercise all of his options notwithstanding any exercise condition remains to be satisfied.