23 Nov 2021 12:08
23 November 2021
JKX Oil & Gas plc
("JKX", the "Company" or the "Group")
Results of General Meeting
The board of directors of the Company, is pleased to announce that the resolutions proposed at the general meeting of the Company held today at 11 a.m. were duly passed. Voting on the resolutions, which was by way of a poll, was as follows:
Resolution | For | Against | Votes Total | % of issued share capital voted | Votes Withheld | |||
No. of votes | % of votes cast | No. of votes | % of votes cast | |||||
1 | THAT, subject to and conditional upon Resolutions 2 and 5 set out in this Notice of Extraordinary General Meeting being passed, the proposed cancellation of the ordinary shares of £0.10 each in the capital of the Company (Ordinary Shares) from admission to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market for listed securities (the Delisting) be and is hereby approved and that the directors of the Company be and are hereby authorised to cause such Delisting to be effected and to do or procure to be done all such acts or things as they may consider necessary or desirable in connection therewith. | 117,375,262 | 97.29 | 3,268,456 | 2.71 | 120,643,718 | 70.25% | 30,217 |
2 | THAT, subject to and conditional upon Resolutions 1 and 5 set out in this Notice of Extraordinary General Meeting being passed, the share premium account of the Company be cancelled. | 117,385,772 | 97.29 | 3,268,446 | 2.71 | 120,654,218 | 70.26% | 19,717 |
3 | THAT, subject to and conditional upon Resolutions 1, 2, 4 and 5 set out in this Notice of Extraordinary General Meeting being passed and the Listing Cancellation becoming effective; (a) the Company be re-registered as a private company in accordance with the provisions of section 97 Companies Act 2006; and (b) the name of the Company be and it is changed to "JKX Oil & Gas Limited". | 117,385,762 | 97.43 | 3,091,249 | 2.57 | 120,477,011 | 70.16% | 19,717 |
4 | THAT, subject to and conditional upon Resolutions 1, 2, 3 and 5 set out in this Notice of Extraordinary General Meeting being passed and the Listing Cancellation becoming effective the amended and restated Articles of Association enclosed in Annex I and for the purposes of identification initialled by the Chair of the meeting be and are approved and adopted as the articles of association of the Company in substitution for and to the exclusion of all existing articles of the Company | 117,385,762 | 97.43 | 3,090,416 | 2.57 | 120,476,178 | 70.16% | 20,550 |
5 | THAT, subject to and conditional upon Resolutions 1 and 2 set out in this Notice of Extraordinary General Meeting being passed, the terms of the conditional contract dated 3 November 2021 between (1) the Company and (2) SP Angel Corporate Finance LLP under which SP Angel Corporate Finance LLP shall, subject to the passing of this resolution, have the option to require the Company to purchase of up to 40,096,476 Ordinary Shares, be and is approved and that the Company be authorised to purchase such Ordinary Shares on such terms, which contract has been deposited at the registered office of the Company for not less than 15 days prior to the meeting convened by this notice and is produced to the meeting and initialled by the Chairman for the purpose of identification, and that the authority conferred by this resolution shall, unless varied, revoked or renewed prior to such time, expire on 31 March 2022. | 117,417,371 | 97.66 | 2,816,154 | 2.34 | 120,233,525 | 70.02% | 263,203 |
An amendment to Resolution 5 was proposed by the Chairman at the meeting and approved by a resolution of the members, such that the date of the expiry of the authority was extended to 31 March 2022.
As at 6.30 pm (UK time) on 21 November 2021, being the record date for the General Meeting, the Company's issued share capital consisted of 172,125,916 Ordinary Shares, carrying one vote each, with 402,771 Ordinary Shares held in treasury. Therefore, the total number of voting rights in the Company as at 21 November 2021 is 171,723,145.
The result of the General Meeting will also be made available on the Company's website: www.jkx.co.uk/investors.
The Company confirms that, as at today's date, the timetable is as follows:
Court Hearing to confirm Capital Reduction(1) | 14 December 2021 |
Registration of Court Order and effective date of Capital Reduction(2) | 15 December 2021 |
Announcement of Tender Offer | 16 December 2021 |
Expected last day of dealings in the Company's Ordinary Shares on the Main Market | 5 January 2022 |
Expected cancellation of listing of the Company's Ordinary Shares on the Official List | Effective as of 8.00 am on 6 January 2022 |
Latest time and date for receipt of Tender Forms and TTE Instructions in relation to the Tender Offer | 1.00 pm on 6 January 2022 |
Closing Date of Tender Offer | 1.00 pm on 6 January 2022 |
Tender Offer Record Date | 6.00 pm on 6 January 2022 |
Announcement of results of the Tender Offer | 10 January 2022 |
Tender Offer declared unconditional (the Unconditional Date) and expected purchase of the Ordinary Shares under the Tender Offer and completion of the repurchase from SP Angel | 10 January 2022 |
CREST accounts credited for revised uncertificated shareholdings of Ordinary Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares) | By not later than 12 January 2022 |
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares | By not later than 14 January 2022 |
Despatch of cheques for Tender Offer consideration in respect of certificated Ordinary Shares sold under the Tender Offer and any balance certificates in respect of any unsold certificated Ordinary Shares | By 20 January 2022 |
Expected time and date of Re-Registration | 24 January 2022 |
Notes:
1. This date is subject to any changes which may be imposed by the Court.
2. This date will depend on, amongst other things, the date on which the Court confirms the proposed Capital Reduction.
Enquiries:
EM Communications +44 (0) 20 7002 7860
Jeroen van de Crommenacker
Note: This and other press releases are available at the Company's web site: www.jkx.co.uk/investors.