8 Sep 2017 12:31
8 September 2017
Hague and London Oil PLC
(the "Company" or "HALO")
Corporate Update
and
Cancellation of Admission to trading on AIM
Hague and London Oil PLC (AIM: HNL), provides an update following its announcement on 9 August 2017 regarding the resignation of its Nominated Adviser and Broker.
Trading of the shares of the Company on AIM at that time was already, and remains, suspended in connection with an acquisition of significant non-operated natural gas production assets in the Dutch North Sea from Tullow Netherlands Holding Coöperatief B.A. (the "Acquisition"), which was announced on 10 April 2017 and which constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies ("AIM Rules").
The Acquisition comprises interests in a suite of offshore exploration and production licences on the Dutch Continental Shelf ("DCS") within the Northern Area and Joint Development Area in the western part of the DCS, which collectively generated total net production of 2,900 barrels of oil equivalent per day in 2016. Significant progress has been made in respect of the Acquisition, and HALO is now in the final stages of formalising a structured finance agreement with ENGIE Global Energy Management to enable completion of the Acquisition as soon as possible.
Pursuant to Rule 1 of the AIM Rules, HALO had one month from 9 August 2017 in which to appoint a replacement Nominated Adviser or the admission of its shares to trading on AIM would be cancelled. Discussions regarding the appointment of a new Nominated Adviser have progressed well. However, given the material impact of the Acquisition on the Company, these discussions had to be aligned with the negotiations, timetable and work streams related to the Acquisition and the planned publication of an admission document. The requirement to be fully involved in all such aspects of the Acquisition did not make it possible for a new Nominated Adviser to complete its appointment within the required timescale. Consequently, admission of the Company's shares to trading on AIM is scheduled to be cancelled with effect from 07:00 on Monday 11 September 2017 ("Cancellation").
The Directors of HALO continue to believe that the most appropriate route for the Company's growth and value creation is via the public markets. It is therefore the Directors' intention to reapply for the Company to be admitted to trading on a public market at an appropriate time following completion of the Acquisition ("Readmission"). Whilst the Directors intend to keep the length of time to Readmission as short as possible, they may also take the opportunity to consider other acquisitions to grow in line with HALO's strategy, announced on 11 May 2016, of repositioning towards lower risk assets. Taking this into account, and allowing also for market conditions, Readmission is currently targeted to occur within the next six months.
Andrew Cochran, Chairman and Interim Chief Executive of Hague and London Oil PLC, commented:
"While delisting was always a possibility in these circumstances given the regulatory time-frames involved and the transactional complexity, we regard it as merely a temporary measure whilst the focus is on completing this transformational acquisition of cash generative, producing assets with long-life reserves and significant upside potential. This is the culmination of the corporate strategy imparted and adopted by HALO. We can take advantage of this period to complete the transaction fully, as well as consider other, similar opportunities leveraging our ability to act more quickly to secure them, whilst capitalising on the cost savings associated with being temporarily unlisted. We enthusiastically look forward to the admission to trading for an enlarged HALO group with producing assets, material cash-flow, a broader management team and expanded Board of Directors."
Principal effects of the Cancellation
Following the Cancellation, the Company will:
· continue to communicate information about the Company to its shareholders and to hold annual general meetings, as required by the Companies Act 2006 and its Articles of Association; and
· continue to maintain its website, www.haloil.co.uk and to post updates on the website from time to time. Shareholders should be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 or to update the website as required by the AIM Rules.
HALO shareholders are encouraged to check HALO's website on a regular basis for any corporate news and updates.
The principal effects of the Cancellation, which are expected to be temporary pending Readmission, will be that:
· there will be no market mechanism or trading facility available to trade HALO shares. (As noted below, the Company may put a matched bargain facility in place, but there can be no assurance that this will be made available);
· whilst HALO shares will remain freely transferable, following the Cancellation the liquidity and marketability of HALO shares may be significantly reduced and the value of such shares may be more difficult to determine or adversely affected;
· the regulatory and disclosure obligations, certain voting and other protections and the financial reporting regime required by the AIM Rules will no longer apply. In addition, the Company will no longer be required to appoint and retain a new Nominated Adviser and Broker;
· the Cancellation may have taxation consequences for HALO shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser; and
· there can be no certainty that the proposed Readmission will occur.
The above considerations are non-exhaustive and HALO shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.
Following Cancellation, and depending on the timeframe to Readmission, the Company will consider putting in place a matched bargain facility to assist shareholders to trade in HALO shares. If implemented, the matched bargain facility would be made available either directly through the Company or through a third party provider. Under the matched bargain facility, HALO shareholders or other persons wishing to acquire or dispose of Ordinary Shares would be able to leave an indication with the matched bargain facility provider that they are prepared to buy or sell at a particular price. In the event that the matched bargain facility provider is able to match that order with an opposite sell or buy instruction, the matched bargain facility provider would contact both parties and then effect the bargain. Further information will be made available as and when appropriate.
For further information please contact:
Hague and London Oil PLC
Andrew Cochran, Chairman and Interim CEO +31 (0)70 330 6688
Natalia Erikssen, IR/PR enquiries natalia.erikssen@haloil.co.uk