1 Mar 2019 14:49
Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. With the publication of this announcement, this information is now considered to be in the public domain.
1 March 2019
Cabot Energy Plc
("Cabot Energy" or the "Company")
Result of General Meeting & Open Offer
PDMR Notification
Total Voting Rights
Cabot Energy (AIM: CAB), the AIM quoted oil and gas company focussed on creating predictable production growth in Canada, is pleased to announce that at the General Meeting held earlier today, all resolutions proposed were duly passed.
Details of the proxy votes received in relation to each of the resolutions are as follows:
Resolution |
Votes For |
% |
Votes Against |
% |
Discretionary Votes |
Abstained |
1) Share Capital Reorganisation | 506,016,544 | 99.93 | 128,754 | 0.03 | 22,163 | 211,429 |
2) Authority to allot the Fundraising Shares | 505,991,011 | 99.92 | 347,133 | 0.07 | 23,306 | 17,440 |
3) Disapplication of pre-emption rights | 505,904,194 | 99.91 | 387,616 | 0.08 | 23,306 | 63,774 |
The total number of votes cast by way of proxy was 506,378,890 reflecting a 76.49% turnout.
In addition, the Company announces the results of its Open Offer announced on 12 February 2019 and closed for acceptances, in accordance with its terms, at 11.00 a.m. on 28 February 2019.
The Fundraising remains conditional on, inter alia, Admission.
Result of Open Offer
The Company confirms that it has received valid acceptances and excess applications from Qualifying Shareholders for a total of 4,486,893 Open Offer Shares pursuant to the terms of the Open Offer. Accordingly, the Open Offer has conditionally raised gross proceeds of £448,689.30, and the Company has therefore conditionally raised total gross proceeds of approximately £2.53 million from the Fundraising and will issue a total of 25,315,880 New Ordinary Shares in connection with the Subscription and the Open Offer (the "Fundraising Shares"). As a result of the fundraising and substantial subscription in the Open Offer, the Company now has sufficient funding through to late April 2019.
Share Capital Reorganisation
Following the passing of the resolutions at the General Meeting, the Company's 661,987,000 Existing Ordinary Shares will be consolidated on the basis of one new ordinary share for every 100 Existing Ordinary Shares and such resulting ordinary shares then sub-divided into one New Ordinary Share of 1p and one deferred share of 99p ("Deferred B Shares"). The Deferred B Shares will have no value or voting rights and subscribers will not be issued with a share certificate in respect of the Deferred B Shares. The New Ordinary Shares will continue to carry the same rights as attached under the Articles to the Existing Ordinary Shares, save for the reduction in nominal value.
Director Subscription Shares
The Company confirms that Paul Lafferty, President of Cabot Energy Inc., has subscribed for 96,129 Subscription Shares.
Following Admission, the holding of Mr Lafferty in the enlarged issued share capital of the Company will be as follows:
Director | Number of Ordinary Shares currently held (post Share Capital Reorganisation) | Number of Subscription Shares subscribed for | Holding following Admission | Percentage holding of Enlarged Share Capital |
Paul Lafferty | 11,898 | 96,129 | 108,027 | 0.34 |
Admission to AIM and Total Voting Rights
Dealings on AIM in the Existing Ordinary Shares will cease at the close of business on 1 March 2019. Application has been made for the admission of 31,935,750 New Ordinary Shares (comprising 6,619,870 New Ordinary Shares in issue immediately following the Share Capital Reorganisation, along with 25,315,880 Fundraising Shares) to trading on AIM. It is expected that Admission will take place and that trading in the New Ordinary Shares will commence, at 8.00 a.m. on 4 March 2019. No application will be made for admission of the Deferred B Shares to trading on AIM nor will any such application by made to any other exchange.
Following Admission, there will be a total of 31,935,750 New Ordinary Shares in issue. The Company does not hold any shares in treasury. Consequently, 31,935,750 is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
This announcement should be read in conjunction with the full text of the circular dated 12 February 2019 (the "Circular"), published in connection with the Fundraising and capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the Circular.
Enquiries:
Cabot Energy Plc | +44 (0)20 7469 2900 |
Scott Aitken, CEO Petro Mychalkiw, CFO |
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SP Angel Corporate Finance LLP | +44 (0)20 3470 0470 |
Nominated Adviser and Joint Broker |
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David Hignell, Richard Hail, Richard Redmayne |
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GMP FirstEnergy | +44 (0)20 7448 0200 |
Joint Broker |
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Jonathan Wright, David van Erp |
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Luther Pendragon | +44 (0)20 7618 9100 |
Financial PR |
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Harry Chathli, Alexis Gore, Joe Quinlan |
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Note to Editors:
Cabot Energy (AIM: CAB) is an oil and gas company focussed on creating predictable production growth in Canada. Comprehensive information on Cabot Energy and its oil and gas operations, including press releases, annual reports and interim reports are available from Cabot Energy's website: www.cabot-energy.com
PDMR Disclosure
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on Paul Lafferty's share dealing pursuant to the Fundraising.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
(a) | Full name of person Dealing | Paul Lafferty | ||||
2. | Reason for notification | |||||
(b) | Position/status | President, Cabot Energy Inc. | ||||
(c) | Initial notification/ Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
(d) | Name of entity | Cabot Energy Plc | ||||
(e) | LEI | 213800GT56T5VYUHOC90 | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
(f) | Description of the financial instrument, type of instrument | Ordinary shares of 0.1 pence each in the Company | ||||
(g) | Identification code | GB00BGR7LD51 | ||||
(h) | Nature of the transaction | Purchase of shares | ||||
(i) | Price(s) and volume(s) |
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(j) | Aggregated information: - Aggregated volume - Price | Single transaction as in 4(d) above
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(k) | Date of transaction | 1 March 2019 | ||||
(l) | Place of transaction | London | ||||