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1 Apr 2014 09:07
Matra Petroleum Plc
("Matra" or "the Company")
Execution of Amendment Agreement
Matra Petroleum Plc (AIM: Matra), the oil & gas focused Investing Company is pleased to announce that it has entered into an amendment agreement (the "Amendment Agreement") which allows the Company the opportunity to effect the Cancellation (following which it can proceed to complete the Acquisition as an unlisted company).
Background
The Company separately announced today a proposal to cancel the admission of its ordinary shares to trading on AIM (the "Cancellation Announcement") in accordance with Rule 41 of the AIM Rules for Companies. Capitalised terms used in this announcement have the meanings given in the Cancellation Announcement
As noted in the Cancellation Announcement, in order to allow the Company the opportunity to effect the Cancellation and proceed with the Acquisition as an unlisted company (avoiding the requirement for a reverse takeover under the AIM Rules), it has entered into the Amendment Agreement which amends:
1. the Omnibus Agreement dated 29 October 2013 by and among Rifle Energy, LLC, Signal Drilling LLC, Seaside Resources LLC, Vindex Holdings, LLC, PSOFEI, LLC, PG-M International, LLC, Amiba Energy, L.L.C., Galaga Resources LLC, Needmor Oil, LLC, Matra Petroleum U.S.A., Inc. ("Matra USA") and Matra Petroleum PLC, as amended (the "Omnibus Agreement"); and
2. the Option Agreement (as defined in the Omnibus Agreement) of 29 October 2014 (the "Option Agreement").
Further details of the Omnibus Agreement and the Option Agreement are set out in the Company's announcement dated 31 October 2013.
The principal terms of the Amendment Agreement are as follows:
· The deadline for Matra USA (the Company's wholly owned subsidiary) to exercise its option to acquire the Phase III Properties (as defined in the Omnibus Agreement) has been extended to 5 May 2014.
· Matra USA's option to acquire the remaining 50 percent of PG-M International, LLC (the joint venture company that has carried out the investments in the Phase I and Phase II Properties) not already owned by it has been amended as follows:
o The deadline for exercise of the option has been extended to 2 May 2014.
o The option is no longer conditioned upon any action by the Company's shareholders (as it has previously envisaged a resolution to approve the reverse takeover under rule 14 of the AIM Rules which will be redundant if the Cancellation is approved).
o Matra USA may assign the option in its discretion.
· The Omnibus Agreement was amended so that, in the event there is a Phase III Closing (as defined in the Omnibus Agreement), only title defects for net revenue interest discrepancies and liens and encumbrances, with an aggregate cap of US$550,000, may be asserted by Matra USA to reduce the purchase price for the Phase III Properties.
· PSOFEI, LLC's option to acquire shares in the Company pursuant to the Option Agreement has been amended as follows:
o PSOFEI may assign the option in its discretion subject to certain limitations and a right of first refusal in favour of the Company.
o The option may not be exercised until the date on which the Company's shares are admitted for trading on any securities exchange following the delisting of the Company's shares on AIM (the "future IPO").
o The exercise period has been extended to 18 months from the date of future IPO, subject to further extension under certain circumstances.
o The Option Agreement terminates on May 5, 2017.
Enquiries:
Matra Petroleum plc c/o Bell Pottinger
Henry Lerwill 020 7861 3169
Canaccord Genuity Limited
Henry Fitzgerald-O'Connor 0207 523 8000
Neil Elliot
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