3 Apr 2017 12:00
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
3 April 2017
IGas Energy plc (AIM: IGAS)
("IGas" or the "Company")
Results of General Meeting and Bondholder Meetings
All Resolutions Passed
IGas, a leading UK onshore oil and gas explorer and producer, is pleased to announce that all the resolutions proposed at the meetings of the Company's Secured and Unsecured bondholders and at the General Meeting of shareholders to implement the Fundraising announced on 17 March 2017 were duly passed by the requisite majorities. At the Bondholder Meetings the resolutions obtained 100% of the votes in each of the Secured Bonds and the Unsecured Bonds. Details of the proxy voting at the General Meeting will be published on the Company's website shortly.
As a result, the restructuring of the Company's Secured Bonds and Unsecured Bonds and the Fundraising is expected to become effective upon its terms at 8.00am tomorrow (4 April 2017) upon Admission.
Upon Admission the number of ordinary shares with rights to vote which are exercisable in all circumstances at general meetings is 2,426,007,734 ordinary shares of 0.0001p each. No shares are held in treasury.
The Company's overall net debt is reduced from c.$122 million at 31 December 2016 (equivalent to c.£100m) to c.$7 million (equivalent to c.£6 million).
The Company has previously announced, on 24 March 2017, the results of the voluntary equity exchange of secured bonds which expired at 13:00 CET on 24 March 2017, and on 31 March 2017, the results of the Open Offer and the Voluntary Cash Offer.
Accordingly, as a result of the Fundraising and subject only to Admission:
· a total of 679,282,165 New Ordinary Shares will be issued to Kerogen Investor pursuant to the Subscription Agreement (including 40,030,273 New Ordinary Shares at nominal value pursuant to the top-up mechanism) raising £ 28.77 million for the Company and giving Kerogen Investor an interest in the Company of 28%
· a total of 342,856,192 New Ordinary Shares will be issued to placees pursuant to the Placing and Open Offer Agreement raising £15.43 million for the Company
· a total of 34,782,810 New Ordinary Shares will be issued to Qualifying Shareholders pursuant to the Open Offer, raising £1.6m for the Company
· a total of 22,430,642 New Ordinary Shares will be issued to subscribers (being certain of the directors, certain of their spouses and third parties) pursuant to the Ancillary Subscription raising £1.01 million for the Company
· a total of 528,175,031 New Ordinary Shares will be issued to holders of Secured Bonds who accepted voluntary equity exchange of secured bonds extinguishing $28.92 million (£23.78 million) in face value of the Secured Bonds
· total of 202,398,542 New Ordinary Shares will be issued to holders of Secured Bonds pursuant to the Conditional Secured Debt for Equity Swap extinguishing a further $11.08 million (£9.11 million) in face value of the Secured Bonds
· a further c.$49.2 million in face value of Secured Bonds will be cancelled in consideration for c.$49.2 million cash pursuant to the Voluntary Cash Offer
· a total of 312,776,818 New Ordinary Shares will be issued to holders of Unsecured Bonds on the conversion of all Unsecured Bonds into equity extinguishing $27.4 million (£22.5 million) in face value, being all of, the Unsecured Bonds not held by the Company
· the Company will cancel a further $ 13.09 million (£ 10.7 million) in face value of the Secured Bonds and Unsecured Bonds held by the Company, being all of the Unsecured Bonds and Secured Bonds held by the Company
· the renegotiated terms and conditions and covenants for the remaining Secured Bonds (total aggregate face value of c.$ 30.08 million) are expected to come into effect upon Admission
· all of the New Ordinary Shares have been issued at the same price of 4.5p
Please note the exchange rate used in this announcement is £1:$1.2167 (in order to maintain consistency with the Company's prior announcements and the rate fixed for the purposes of the Fundraise).
Upon Admission the number of ordinary shares with rights to vote which are exercisable in all circumstances at general meetings is 2,426,007,734 ordinary shares of 0.0001p each. No shares are held in treasury. That figure may be used by shareholders as the "denominator" for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, IGas Energy plc under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
With effect from Admission the disclosable interests of the Directors will be as follows:
| No. of Ordinary Shares | % of Enlarged Share Capital | |||||||
F. Gugen | 31,268,631 | 1.29% |
| ||||||
S. Bowler | 1,139,920 | 0.05% |
| ||||||
J. Blaymires* | 756,669 | 0.03% |
| ||||||
J. Tedder | 2,391,860 | 0.10% |
| ||||||
J. Bryant | 1,725,711 | 0.07% |
| ||||||
R. McTighe | 11,361,111 | 0.47% |
| ||||||
C. McDowell | 4,383,441 | 0.18% |
| ||||||
* of which 333,333 New Ordinary Shares have been subscribed for, and will be held, by his wife, Melanie Blaymires
For further information please contact:
IGas Energy plc
Tel: +44 (0)20 7993 9899
Stephen Bowler, Chief Executive Officer
Julian Tedder, Chief Financial Officer
Ann-marie Wilkinson, Director of Corporate Affairs
Investec Bank plc (NOMAD and Joint Corporate Broker)
Tel: +44 (0)20 7597 4000
Sara Hale/Jeremy Ellis/George Price
Canaccord Genuity (Joint Corporate Broker)
Tel: +44 (0)20 7523 8000
Henry Fitzgerald-O'Connor
Vigo Communications
Tel: +44 (0)20 7830 9700
Patrick d'Ancona/Chris McMahon