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Pin to quick picksJadestone Energy Regulatory News (JSE)

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Schedule One Update - Jadestone Energy PLC

23 Apr 2021 08:00

RNS Number : 3659W
AIM
23 April 2021
 

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

 

Current: Jadestone Energy Inc (registration number: BC0350583)

Proposed: Jadestone Energy plc (company number: 13152520)

("Jadestone" or the "Company")

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

 

Current:

 

Jadestone Energy Inc.

3 Anson Road

#13-01 Springleaf Tower

Singapore, 079909

 

Proposed:

 

Jadestone Energy plc

Suite 1, 3rd Floor 11-12

St. James's Square

London, SW1Y 4LB

 

 

COUNTRY OF INCORPORATION:

 

Current: Canada

Proposed: England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

www.jadestone-energy.com/aim/

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY. IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

Jadestone is an independent oil and gas company focused in the Asia Pacific region, with a focus on production and near-term development assets. It has a balanced, low risk, full cycle portfolio of development, production and exploration assets in Australia, Vietnam, Indonesia and the Philippines. Jadestone Energy Inc ("Inc") had its common shares (the "Common Shares") admitted to trading on AIM on 8 August 2018.

 

The Company has a 100% operated working interest in the Stag oilfield and the Montara project, both shallow-water offshore Australia. Both the Stag and Montara assets include producing oil fields, with further development and exploration potential. The Company also has a 100% operated working interest in two gas development blocks in Southwest Vietnam, and an operated 90% interest in the Lemang PSC, onshore Sumatra, Indonesia, which includes the Akatara gas field.

 

In addition, the Company has executed a sale and purchase agreement to acquire an operated 69% interest in the Maari Project, shallow water offshore New Zealand, and anticipates completing the transaction in H1 2021, upon receipt of customary approvals.

 

Jadestone Energy is headquartered in Singapore, has its principal technical team in Kuala Lumpur and country operational offices in Perth, Jakarta, Ho Chi Minh City, and New Plymouth.

 

Inc is proposing to complete a reorganisation of its corporate structure through a Canadian plan of arrangement under section 288 of the Business Corporations Act (British Columbia) (the "Arrangement") to introduce Jadestone Energy plc ("PLC") as the new ultimate parent company of the Jadestone group and pursuant to the Arrangement, the current shareholders of Inc will have their Common Shares exchanged for ordinary shares in PLC and the Common Shares will cease to be admitted to trading on AIM (the "De-listing"). It is proposed that following the De-listing, the Ordinary Shares (defined herein) will be admitted to trading on AIM ("Admission").

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

463,649,477 ordinary shares of 50p each in the capital of Jadestone (the "Ordinary Shares").

 

There are no shares held in treasury.

 

There are no restrictions on the transfer of securities to be admitted.

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

No capital being raised on admission.

 

Current market capitalisation: £294 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

33.72%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 

None.

 

Following the Arrangement becoming effective, Inc will apply to delist the Common Shares from trading on AIM and PLC will seek admission of the Ordinary Shares to trading on AIM.

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Alexander Paul Blakeley - Executive Director, President and Chief Executive Officer

 

Daniel ("Dan") Patrick Young - Executive Director and Chief Financial Officer

 

Dennis Joseph McShane - Proposed Independent Non-Executive Director, Chairman

 

Robert ("Bob") Alexander Lambert - Proposed Independent Non-Executive Director, Deputy Chairman

 

Iain Archibald McLaren - Proposed Independent Non-Executive Director

 

Lisa Anne Stewart - Proposed Independent Non-Executive Director

 

Cedric Christian Joseph Fontenit - Proposed Independent Non-Executive Director

 

David Loren Neuhauser - Proposed Non-Executive Director

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

% ISC

Tyrus Capital S.A.M

25.49%

Baillie Gifford & Co

8.45%

Livermore Partners LLC

6.97%

Odey Asset Management

6.33%

Premier Miton Investors

5.19%

Polar Capital

4.59%

BlackRock

3.81%

Invesco

3.53%

Sandgrove Capital Management

3.28%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

Name

Allion

Ashurst LLP

Clayton Utz

Consult45 Limited

DPSR Ltd

Elemental Group

Gibson, Dunn & Crutcher LLP

Inherent Safety Group Pty Ltd

Langford Consultancy

Maree Melody

Maxdan Pty Ltd

Oakes Consultancy

Pitcher Partners Accountants & Advisors WA Pty Ltd

PricewaterHouse Coopers AU

PricewaterHouse Coopers NZ

Two Consult Pty Ltd

Vazey Accounting Services

Vistic Limited

Watson Farley and Williams

Wilson Consultancy Services

ZR Lawfirm

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i) 31 December

(ii) 31 December 2020

(iii) By 30 June 2021, Annual Results for year ended 31 December 2020; by 30 September 2021, Half Yearly Results for six months ended 30 June 2021; by 30 June 2022, Annual Results for year ended 31 December 2021.

 

EXPECTED ADMISSION DATE:

 

Admission expected on 26 April 2021

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Stifel Nicolaus Europe Limited

150 Cheapside

London

EC2V 6ET

 

NAME AND ADDRESS OF BROKER:

 

Stifel Nicolaus Europe Limited

150 Cheapside

London

EC2V 6ET

 

Jefferies International Limited

100 Bishopsgate

London

EC2N 4JL

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS

ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

Not applicable.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

Quoted Companies Alliance ("QCA") Corporate Governance guidelines.

 

DATE OF NOTIFICATION:

 

23 April 2021

 

NEW/ UPDATE:

 

UPDATE

 

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

 

AIM

 

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

 

The Common Shares were admitted to trading on AIM on 8 August 2018.

 

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

 

The Directors and the Proposed Directors confirm that, after due and careful enquiry, Jadestone has adhered to all legal and regulatory requirements involved in having its securities traded on AIM.

 

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

 

www.jadestone-energy.com/rns/

 

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

 

The Jadestone Group has built a business delivering free cash flow streams. Surplus free cash flow is first prioritised for redeployment into investments within the business, and also in inorganic activity, provided they meet internal investment criteria. Thereafter, and wherever possible, the board will look to provide shareholder distributions, in the form of dividends, having commenced this in September 2020.

 

Following Admission, the Jadestone Group will continue to build a balanced and resilient portfolio of production assets, and development assets, by applying the following four focused key principles:

 

a) to acquire assets with production and/or discovered resources in the Asia-Pacific region;

b) to realise additional value from existing producing assets through superior operating capabilities, cost control and incremental brown field development;

c) to move its existing discoveries to production into the Asia-Pacific region's energy-short markets; and

d) to add additional reserves and production volumes through undertaking low risk in-field and near-field exploration.

 

The Asia-Pacific region consists of numerous mature hydrocarbon basins with upstream assets operated, in many cases, by national oil companies, oil majors and large cap independents. The Jadestone Group frequently reviews and evaluates such assets and is currently evaluating a number of opportunities although none is sufficiently progressed so as to require disclosure. Whilst the Jadestone Group's acquisition screening is stringent, the group is confident that it will continue to find more opportunities which fit its strategy to re-invest and generate incremental value well beyond the seller's view.

 

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

 

All significant changes in the financial or trading position of Jadestone since 31 December 2020, being the end of the last financial period for which audited financial statements were published, have been the subject of public announcements and are in the Public Record.

 

Public Record means all information filed with the Canadian Securities regulatory authority on www.sedar.com, filed with the system for electronic disclosure by insiders (SEDI) (available at www.sedi.ca), all information disclosed to a Regulatory Information Service with the London Stock Exchange on www.londonstockexchange.com, all information available on the Company's website at www.jadestone-energy.com and all information contained in the circular to the shareholders of Jadestone dated 22 March 2021.

 

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

 

The Directors and the proposed directors have no reason to believe that the working capital available to Jadestone will be insufficient for its present requirements and for at least 12 months from the date of Admission.

 

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

 

Not applicable.

 

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

 

The Ordinary Shares admitted to AIM will be eligible for settlement in CREST.

 

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

 

www.jadestone-energy.com/aim/

 

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

 

Please refer to the Appendix to the Schedule One announcement on the Company's website (www.jadestone-energy.com/aim/) for the following details:

 

· Strategy following Admission;

· Corporate Governance (post admission);

· Application of the City Code on Takeovers and Mergers; and

· Material contracts.

 

Significant additional information in relation to the Admission is included in the Circular to the shareholders of Jadestone dated 22 March 2021, which is available on the Company's website (www.jadestone-energy.com/) and on SEDAR at www.sedar.com.

 

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

 

https://www.jadestone-energy.com/investor-relations/financial-results/

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

 

None.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
AIMQLLFLFZLLBBF
Date   Source Headline
29th Apr 20247:01 amRNSMailing of Annual Report
29th Apr 20247:00 amRNS2023 Full Year Results
26th Apr 20241:59 pmRNSSuccessful RBL Redetermination
17th Apr 20247:00 amRNSAdmission of Shares to Trading on AIM
11th Apr 202410:30 amRNSRestoration - Jadestone Energy plc
11th Apr 202410:13 amRNSRestoration of Trading on AIM
10th Apr 20247:00 amRNSRBL Update and Notice of Results
27th Mar 20241:06 pmRNSBoard Changes
25th Mar 20247:00 amRNSBoard Changes
22nd Mar 20247:00 amRNSAMENDMENT: Share Awards and Director Share Dealing
18th Mar 20247:00 amRNSVesting of Share Awards and Director Share Dealing
28th Feb 20247:00 amRNSJadestone to present at Shares Investor Event
26th Feb 20247:00 amRNSBlock Listing Six Monthly Return
23rd Feb 20247:00 amRNSProposed Board Changes
14th Feb 20247:00 amRNSCompletion of CWLH Oil Fields Interest Acquisition
13th Feb 20247:34 amRNSResponse to Media Speculation & Trading Suspension
13th Feb 20247:30 amRNSSuspension - Jadestone Energy PLC
31st Jan 20247:02 amRNSTrading update for the year ended 31 December 2023
26th Jan 20247:25 amRNSGas Sales Agreement Signed for NDUM in Vietnam
25th Jan 20247:01 amRNSAppointment of Independent Non-Executive Director
25th Jan 20247:00 amRNSAppointment of Joint Corporate Broker
15th Jan 20247:00 amRNS2024 Guidance and Corporate Update
21st Dec 20237:00 amRNSInterim GHG Emissions Reduction Targets
4th Dec 20237:00 amRNSMalaysia Drilling and Corporate Update
14th Nov 20237:00 amRNSAcquisition of CWLH field interest
13th Nov 20237:00 amRNSOperational Update
18th Oct 20237:00 amRNSAppointment of Non-Executive Director
9th Oct 20237:00 amRNSFinancing and Operational Update
19th Sep 20237:00 amRNS2023 Half Year Results
7th Sep 20237:00 amRNSMontara Update
5th Sep 20237:00 amRNSNotice of first-half 2023 results
31st Aug 20239:27 amRNSMontara Restart Plan and Operations Update
29th Aug 20237:00 amRNSBlock Listing Six Monthly Return
23rd Aug 20237:08 amRNSMontara Operations Update
10th Aug 20232:32 pmRNSMontara Operations Update
31st Jul 20237:00 amRNSMontara Operations Update
20th Jul 20237:00 amRNSTrading update for half-year ending 30 June 2023
14th Jul 20233:58 pmRNSTR-1: Notification of major holdings
5th Jul 20237:00 amRNSInvestor Presentation via Investor Meet Company
30th Jun 202310:13 amRNSResults of AGM
30th Jun 20237:00 amRNSCorporate Update
29th Jun 20237:00 amRNSResult of the Open Offer and Total Voting Rights
19th Jun 202311:15 amRNSTR-1: Notification of major holdings
15th Jun 202312:36 pmRNSTR-1: Notification of major holdings
12th Jun 20237:01 amRNSTR1: Notification of Major Holdings
12th Jun 20237:00 amRNSTR1: Notification of Major Holdings
9th Jun 20238:00 amRNSAdmission and Commencement of Open Offer
7th Jun 20237:02 amRNSAvailability of Annual Report and Notice of AGM
7th Jun 20237:00 amRNSResults of Financing
6th Jun 20234:58 pmRNSProposed Financing

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