12 Feb 2016 10:11
12 February 2016
JKX Oil & Gas plc ("JKX" or the "Company")
Statement re: Restriction Notices
Further to the announcement on 25 January 2016, the Board of JKX today announces that it has lifted the restriction notices issued by the Company against Eclairs Group Limited ("Eclairs") and Glengary Overseas Limited (and its nominee) ("Glengary") which restricted each of them, amongst other things, from attending or voting at a general meeting of the Company (the "Restriction Notices").
The Restriction Notices were issued following enquiries by the previous board of directors pursuant to section 793 of the Companies Act 2006 in relation to the 27.47 per cent. of the issued share capital of JKX held by Eclairs and the 11.42 per cent of the issued share capital of JKX held by Glengary (through its nominee).
At a requisitioned general meeting of the Company's shareholders on 28 January 2016, the Company's shareholders voted overwhelmingly in favour of resolutions to remove the previous board of directors from office and replace them with the current Board.
Immediately following their appointment, the Board conducted a review of the facts and circumstances surrounding the issue of the Restriction Notices, including the section 793 notices issued by the Company to Eclairs, Glengary and others, the responses to those notices, the deliberations of the previous board and the decision of the Supreme Court in Eclairs Group Limited v. JKX Oil & Gas plc [2015] UKSC 71.
On the basis of all the information presently available to it, the Board considers that there is insufficient evidence at this time for it to have reasonable cause to believe that the responses to the section 793 notices were false or materially incorrect within the meaning of Art. 41 of the Company's Articles of Association and, taking into account the directors' statutory and common law duties to the Company and having regard to other relevant factors, the Board considers that it is in best interests of the Company and its members as a whole to irrevocably lift and revoke the Restriction Notices with immediate effect.
Paul Ostling, Chairman of JKX, commented, "On the basis of the evidence that we have seen, and the legal advice that we have received, it appears that there is insufficient justification for maintaining the restrictions on certain shareholders' rights imposed by the previous board. Accordingly, we have decided to draw a line under this distracting and potentially expensive litigation. Instead we will direct our energy to putting JKX back on track operationally and we will be reporting shortly on the progress that we have made in this regard."
For further information please contact EM:
Stuart Leasor
leasor@em-comms.com
T: +44 20 3709 5711
M: +44 7703 537721
Jeroen van de Crommenacker
crommenacker@em-comms.com
T: +44 20 3709 5713
M: +44 7887 946719
NOTES:
1. JKX's issued share capital comprises of 172,125,916 ordinary shares of £0.10 each, each with one vote.
2. 402,771 ordinary shares of £0.10 each are held in treasury. These shares are not taken into consideration in relation to the payment of dividends and voting at shareholder meetings.
3. The total number of current voting rights in JKX is 171,723,145. This figure may be used by shareholders (and others with notification obligations) as the denominator for the calculation by which they may determine, if required, their interest in, or a change to their interest in, JKX under the Disclosure and Transparency Rules of the Financial Conduct Authority.