Last checked at 7 Jan 2020 11:09
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | UK Oil & Gas PLC ("UKOG") | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Tellurian Investments LLC | |||||
City and country of registered office (if applicable) | Dover, Delaware, USA | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | December 31, 2019 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | January 7, 2020 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
Resulting situation on the date on which threshold was crossed or reached | Approximately 4.5% | 331,125,828 shares | ||||
Position of previous notification (if applicable) | See Section 11 - Additional Information below. | |||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
Ordinary Shares listed on AIM. ISIN: GB00B9MRZS43 | 331,125,828 | Approximately 4.5% | |||||||
SUBTOTAL 8. A | 331,125,828 | 4.5% | |||||||
| |||||||||
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
N/A | |||||||||
SUBTOTAL 8. B 1 | |||||||||
| |||||||||
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
N/A | |||||||||
SUBTOTAL 8.B.2 | |||||||||
| |||||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | ||||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | X | |||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
Tellurian Inc. (Ultimate Parent of Tellurian Investments LLC. Tellurian Investments LLC holds 100% of the direct interest) | Approximately 4.5% | Approximately 4.5% | ||
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | N/A | |||
The number and % of voting rights held | ||||
The date until which the voting rights will be held | ||||
11. Additional informationxvi | ||||
- Pursuant to the SPA between UKOG and Tellurian Investments LLC, on 10 September 2019 Tellurian Investments LLC was allotted ordinary shares of UKOG and crossed a threshold of 4% with a holding of 275,988,960 ordinary shares, representing approximately 4.3% of total voting rights. No TR-1 notification was submitted on behalf of Tellurian Investments LLC at that time.
- On 21 November 2019 Tellurian Investments LLC crossed below a threshold of 3% with a resulting holding of approximately 200 million ordinary shares held on that date representing less than 3% of total voting rights. No TR-1 notification was submitted on behalf of Tellurian Investments LLC at that time.
- On 31 December 2019 Tellurian Investments LLC crossed above a threshold of 4% with a resulting holding of 331,125,828 ordinary shares representing approximately 4.5% of total voting rights. The present TR-1 notification is being submitted on behalf of Tellurian Investments LLC in relation to this crossing.
- On December 31, 2019, prior to the allotment of the second tranche of consideration shares issued by UKOG to Tellurian Investments LLC as described herein, Tellurian Investments LLC held 132,322,260 shares of UKOG representing on that date approximately 1.9% of the total shares outstanding of UKOG listed on AIM. So after the December 31, 2019 allotement, Tellurian Investments LLC held a total of 463,448,088 ordinary shares representing approximately 6.4% of the total voting rights.
| ||||
Place of completion | London, UK |
Date of completion | January 7, 2020 |