3 Jan 2017 15:19
03 January 2017
JKX Oil & Gas plc
("JKX", the "Company" or the "Group")
Results of Consent Solicitation
On 9 December 2016, the Company announced that its subsidiary, JKX Oil & Gas (Jersey) Limited, had launched a consent solicitation (the "Consent Solicitation") in relation to its $40.0 million 8.00 per cent. Guaranteed Convertible Bonds due 2018 (ISIN: XS0863208780) (the "Bonds"), which are guaranteed by and convertible into ordinary shares of the Company. Under the Consent Solicitation, holders of the Bonds were asked to approve certain changes to the terms and conditions of the Bonds by way of extraordinary resolution to be passed by electronic consent (the "Resolution") (the "Restructuring"). The terms of the Consent Solicitation and the Resolution were contained in a Notice of Extraordinary Resolution of the Bondholders dated 9 December 2016 as amended in the amended Notice of Extraordinary Resolution of the Bondholders published 14 December 2016 (the "Notice").
The final deadline for receipt of electronic consents was 12.00 pm (noon) today, which has now passed. The Resolution was approved by holders of 88.75 per cent. of the aggregate outstanding principal amount of the Bonds, and is therefore effective.
The Company, JKX Oil & Gas (Jersey) Limited and the trustee for the holders of the Bonds will each execute a supplemental trust deed in the form appended to the Notice in order to give effect to the Resolution.
A proportion of the Bonds are held by Proxima Capital Group and Neptune Invest & Finance Corp., who are both related parties of the Company pursuant to Listing Rule 11.1.4. Under the terms of the Restructuring and the duly amended terms and conditions of the Bonds, the Company's related parties will receive an additional interest yield of up to $3,876,000 in aggregate, if the Bonds are held up to the amended date of maturity.
The Restructuring was a smaller related party transaction under Listing Rule 11.1.10 and as such did not require the approval of independent ordinary shareholders of the Company. A sponsor's written confirmation has been obtained stating that the arrangements are fair and reasonable as far as the Company's shareholders are concerned.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction where such sale or purchase is unlawful. This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.
ENDS
JKX Oil & Gas plc +44 (0) 20 7323 4464
Russell Hoare, Chief Financial Officer
Stockdale Securities +44 (0) 20 7601 6100
Robert Finlay, Daniel Harris
EM Communications +44 (0) 20 3709 5711
Stuart Leasor, Jeroen van de Crommenacker