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Requisition of EGM

18 Aug 2008 07:00

RNS Number : 4914B
Great Eastern Energy Corp Ltd
18 August 2008
 



Great Eastern Energy Corporation Ltd.

18 August 2008

Great Eastern Energy Corporation Ltd

("Great Eastern Energy" or the "Company")

Extraordinary General Meeting

Great Eastern Energy Corporation Ltd. ("Great Eastern" or the "Company"), a Company involved in the exploration, development and production of coal bed methane ("CBM") in India through a licence over the 210 sq km block in the Raniganj Coalfields, West Bengal, is pleased to announce that it is seeking shareholders' approval to conduct an initial public offering ("IPO") in India in order to raise further capital and to achieve a listing for its shares on the Indian stock exchanges alongside its existing listing on the AIM market of the London Stock Exchange.

The Company has issued a notice to shareholders convening an Extraordinary General Meeting (the "EGM") to be held on 8th September, 2008 to seek shareholders' approval for a number of proposals linked to the Indian IPO. 

Great Eastern already raised GBP 19m in December 2005 through an admission of Global Depositary Receipts ("GDRs") on the AIM market of the London Stock Exchange. Each GDR represents 5 equity shares of INR 1 each in the capital of the Company (the "Equity Shares"). At present, there are 76,222,347 GDRs in issue, representing 381,111,735 Equity Shares. The 381,111,735 Equity Shares represented by the GDRs traded on AIM amount to approximately 69.98 per cent of the Company's total issued equity capital of 544,619,449 Equity Shares. On the basis of the price of the GDRs, the Company has a notional market capitalization of GBP 296.80 million.

Reasons for the Indian IPO

The IPO is being conducted in order to raise further funds for the Company. It is anticipated these funds will be allocated towards the acceleration of the Company's next phase of drilling and well development, acquisition of further acreages in CBM and the repayment of debt. The allocation of such funds is yet to be finalised and will depend on the total amount raised, which in turn is dependent on the price determined through the book building process.  

In addition, it is intended that listing the Company's shares on the various Indian Stock Exchanges will provide existing shareholders with additional liquidity.

Details of the Indian IPO

The approval of shareholders is being sought to offer up to 92,654,000 new and existing Equity Shares through an initial public offering (the "Issue"). It is intended to list the Equity Shares on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited and such other recognized stock exchanges as may be determined by the Board from time to time.

The Issue will comprise (a) the offer of up to 46,327,000 new Equity Shares to be issued by the Company, representing approximately 7.84 per cent of the maximum enlarged equity share capital of the Company and (b) an offer for sale of up to 46,327,000 existing Equity Shares by certain shareholders of the Company (the "Offer for Sale"), in each case for cash at a price to be determined by a book building process conducted in accordance with the provisions of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, including any amendments thereof (the "SEBI DIP Guidelines") and in consultation with the book running lead managers appointed for the Issue ("BRLMs"), on such terms and conditions, to such person or persons including organizations, companies and other entities as the Board may in its absolute discretion deem fit in accordance with the SEBI DIP Guidelines.

In addition, there will be an "over-allotment" facility in respect of a further amount of Equity Shares, not exceeding 15% of the total Issue, to a stabilizing agent pursuant to a green shoe option in accordance with SEBI DIP Guidelines.

ABN AMRO Securities (India) Private Limited ("ABN AMRO"), Enam Securities Private Limited ("Enam") and DSP Merrill Lynch Limited ("Merrill") are acting as the BRLMs to the Issue. BRLMs, as appointed and/or other BRLMs and/or Co-BRLMs, as may be appointed by the Board will advise on various issues relating to the Issue including the size of the Issue, the price band, and the marketing of the Issue on such terms and conditions as may be agreed upon between the Company and the relevant BRLMs. 

Arden Partners plc ("Arden Partners"), the NOMAD and Broker to the Company in connection with the GDRs traded on the AIM market of the London Stock Exchange, is acting as co-ordinator and manager in connection with the GDR facility. 

Copies of the notice to shareholders convening the EGM are available on the Company's website and  which have been sent to all shareholders including the GDR Depository, Deutsche Bank Trust Company Americas. Holders of GDRs in the Company who have not received a copy of the notice to shareholders can obtain a copy from the Company's nominated advisor, Arden Partners. An outline summary of the shareholder resolutions to be considered at the EGM may be found in the attached Annex.

For further information:

Great Eastern Energy

YK Modi Chairman & CEO + 44 (0)20 7743 6363

Prashant Modi President & COO

 

Arden Partners

Richard Day +44 (0)20 7398 1632 Adrian Trimmings

Pelham Public Relations

Philip Dennis +44 (0)20 7743 6363

Hugh Barker

  ANNEX

Outline Summary of Shareholder Resolutions to be considered at the EGM

The Directors of the Company have unanimously recommended that shareholders vote in respect to the matters which are to be proposed at the EGM. The matters to be proposed at the EGM include the following:

A public offer by the Company in India in respect of up to 92,654,000 Equity Shares (the "Issue"), comprising a fresh issue of up to 46,327,000 new Equity Shares by the Company and an offer for sale of up to 46,327,000 existing Equity Shares on behalf of certain shareholders of the Company.

A "green shoe" option pursuant to which the Company may over-allot a further amount of Equity Shares, not exceeding 15% of the Issue, to a stabilising agent.

A percentage of the Issue (to be determined) may be reserved, on a firm and/or competitive basis, to any category or categories of persons as permitted under the SEBI DIP Guidelines, including without limitation, eligible employees customers and/or business associates of the Company.

A certain number of the Equity Shares within the Issue may be issued/offered pursuant to a pre-IPO placement (the "Pre-IPO Placement"). The proposed Pre-IPO placement would consist of the issue/offer of such percentage of the Issue as may be deemed fit by the Board on preferential basis to high net worth individuals or such other investors as the Board may deem fit. The promoters of the Company have no intention to subscribe for Equity Shares as part of the Pre-IPO placement; however directors and key managerial personnel may subscribe. 

The number of Equity Shares to be issued/offered in the Issue may be increased in case of over subscription, up to an additional 10% of the net Issue for the purpose of rounding off while finalizing the basis of allotment in accordance with the SEBI DIP Guidelines.

Subject to the provisions of SEBI DIP Guidelines, approvals from the appropriate authorities, and such other approvals, permissions and sanctions, as may be necessary, authority will be obtained to allow the existing and eligible shareholders of the Company to offer their Equity Shares and/or eligible GDR holders of the Company to offer equivalent number of Equity Shares representing their holding of GDRs in the Issue ("Offer for Sale") at such price as may be determined in the Issue by a book building process in accordance with the SEBI DIP Guidelines and as per the terms and conditions as may be provided in a red herring prospectus to be issued.

To make the existing ESOP scheme as fully SEBI compliant, few amendments are proposed to the existing GEECL Employee Stock Option Plan ('Plan') in accordance with the SEBI Guidelines.

A number of consequential amendments are proposed to the Company's Articles of Association, to ensure that these are compliant with the regulations of SEBI and the relevant Indian stock exchanges.

To manage the affairs more efficiently and economically, it is proposed to move the Company's registered office from Kolkata to Asansol, which is the location of the Company's project site.

For full details of the shareholder resolutions to be considered at the EGM, please see the notice to shareholders convening the EGM which is available on the Company's website and which have been sent to all shareholders, including the GDR Depository, Deutsche Bank Trust Company Americas. Holders of GDRs in the Company who have not received a copy of the notice to shareholders can obtain a copy from the Company's nominated advisor, Arden Partners.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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