Uk Oil & Gas Regulatory News (UKOG)

For immediate release

25 November 2013

Sarantel Group Plc

("Sarantel" or the "Company")

Result of General Meeting

Issue of Equity

Board Changes

Amended Interim Results

On 8 November 2013 the Board of Sarantel posted a circular to Shareholders (the "Circular") setting out details of a proposed refinancing of the Company, a capital reorganisation and proposed adoption of an Investing Policy (the "Proposals"). Other than where stated, capitalised terms used in this announcement shall have the same meaning as defined in the Circular.

At the General Meeting held earlier today, all resolutions were duly passed. As a result, the Company will complete the capital reorganisation and will now operate in line with the investing policy proposed in the Circular.

As an investing company, Sarantel will be required to make an acquisition which constitutes a reverse takeover under the AIM Rules or otherwise implement its investing policy within 12 months of 4 October 2013, the date on which PWC entered into a sale agreement for the sale of Sarantel Limited's business and assets, failing which, the Company's Ordinary Shares would then be suspended from trading on AIM. If the Company's Investing Policy has not been implemented within 18 months of the Sale the admission to trading on AIM of the Ordinary Shares would be cancelled and the Directors will convene a general meeting of the Shareholders to consider whether to continue seeking investment opportunities or to wind up the Company and distribute any surplus cash back to Shareholders.

Following completion of the Subscription and Admission, the Company will have 610,730,177 New Ordinary Shares (comprising 610,711,787 New A Ordinary Shares and 18,390 New B Ordinary Shares) in issue with voting rights and admitted to trading on AIM. This figure may be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Service Authority's Disclosure and Transparency Rules.

Application for admission to trading on AIM has been made to the London Stock Exchange in respect of the New Ordinary Shares, with admission expected to take place on 26 November 2013.

The new ISIN for the new "A" Ordinary Shares is GB00B9MRZS43. The new ISIN for the new "B" Ordinary Shares is GB00B95LYS62.

Trading in the Ordinary Shares on AIM, which has been suspended since 29 May 2013 pending clarification of the financial position of the Company, is also expected to recommence on 26 November 2013.

On and subject to Admission, Oliver Leisten, Philip David, Nicola Malyon and Geoff Shingles will resign from office and Messrs David Lenigas and Donald Strang will be appointed to the Board. Following Admission, the New Board will consist of: David Lenigas as Non-executive chairman, Donald Strang as Non-executive director and David Wither as Non-executive director.

David Lenigas (proposed Non-executive Chairman), aged 52

Mr. Lenigas has extensive experience operating in global public markets having served in a senior executive capacity on many public company boards. He is currently the Executive Chairman of Rare Earth Minerals Plc, Leni Gas and Oil Plc, AfriAg Plc, Solo Oil Plc, Inspirit Energy Holdings Plc and various other AIM companies. He has also served as Executive Chairman of London listed Lonrho plc for six years up to September 2012 and was responsible for Lonrho plc's expansion into over 20 countries in Africa in sectors covering agriculture, infrastructure, hotels, IT and aviation.

Donald Strang (proposed Non-executive Director), aged 45

Mr. Strang is a member of the Australian Institute of Chartered Accountants and has been in business over 20 years, holding senior financial and management positions in both publicly listed and private enterprises in Australia, Europe and Africa. Mr. Strang has considerable corporate and international expertise and over the past decade has focused on mining and exploration activities in the oil and gas and natural resources sectors. He is currently finance director for AfriAg Plc, Rare Earth Minerals Plc, Polemos Plc, Doriemus Plc and Stellar Resources Plc.

Further information in accordance with the AIM Rules on Messrs David Lenigas and Donald Strang is set out in Appendix 1 below.

Amended interim results for the six months to 31 March 2013

On 8 November 2013 Sarantel published its unaudited interim results for the six month period ended 31 March 2013 (the "Period"). The Company is today publishing amended interim results for the Period ("Amended Interims"). As the Company was informed by PWC that the Company should not expect to receive any amount from the sale of Sarantel Limited's business and assets, the value of Sarantel Limited in the Group's consolidated accounts has been written down to nil and this has been reflected in the Amended Interims as set out in Appendix 2 below.

Enquiries:

Appendix 1

Further information required under the AIM Rules

Donald Strang

Donald Ian George Layman Strang, aged 45, is interested in 73,333,334 New Ordinary Shares, representing 12 per cent. of the Company's Enlarged Issued Share Capital.

Donald Strang has held the following directorships and /or partnerships in the last 5 years:

David Lenigas

David Anthony Lenigas, aged 52, is interested in 73,333,334 New Ordinary Shares, representing 12 per cent. of the Company's Enlarged Issued Share Capital.

David Lenigas has held the following directorships and /or partnerships in the last 5 years:

David Lenigas was a director of SA Independent Liner Services Pty Ltd ("SAILS") when it was placed into liquidation on 15 October 2008. SAILS was a subsidiary within the Lonrho Plc group of companies ("Lonrho Group"). A unanimous board resolution placed SAILS into Liquidation, the Lonrho Group being the major creditor, with the liquidated business being shown as a discontinued activity in the historic financial statements of the Lonrho Group.

David Lenigas was a director of Norse Air Limited ("Norse") which was placed into liquidation on 20 December 2010. At the point of liquidation Norse was a wholly-owned subsidiary within the Lonrho Group and was placed into liquidation by a unanimous board resolution of Norse, with this business being shown as a discontinued activity in the historic financial statements of Lonrho Group.

There is no further information on David Lenigas or Donald Strang required to be disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies.

Appendix 2

Amended interim results for the six months to 31 March 2013

Unaudited Consolidated statement OF COMPREHENSIVE INCOME

for the six months ended 31 March 2013

Unaudited Consolidated balance sheet

as at 31 March 2013

unaudited CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months to 31 March 2013

Unaudited CONSOLIDATED CASH FLOW STATEMENT

for the six months ended 31 March 2013

Analysis

Notes to the Unaudited interim FINANCIAL STATEMENTS

for the six months ended 31 March 2013

1 Basis of preparation

These unaudited condensed consolidated interim financial statements of Sarantel Group PLC are for the six months ended 31 March 2013. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 30 September 2012. The financial information for the year ended 30 September 2012 set out in these interim consolidated financial statements does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group's statutory financial statements for the year ended 30 September 2012 have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. However, it did include an emphasis of matter statement relating to going concern.

These interim consolidated financial statements have been prepared on the basis of the Group's accounting policies. These are set out in its Annual Report and Accounts for the year ended 30 September 2012 which is available on the Group's website (www.sarantel.com).

The Administration and subsequent sale of Sarantel Limited resulted in the disposal of the Group's entire Operating Business and, as such, constituted a fundamental change of business, resulting in the Company becoming an Investing Company under the AIM Rules. Furthermore, Rule 15 of the AIM Rules requires the Company to state its Investing Policy and to obtain approval from the Shareholders of that Investing Policy going forward.

The Board announced on 8 November 2013 that it had posted a circular to Shareholders setting out details of a proposed refinancing of the Company, a capital reorganisation and proposed adoption of an Investing Policy for presentation at a General Meeting on 25 November 2013.

The directors believe this option is in the best interest of shareholders, and is required to enable the Company to remain a going concern. At the time of this interim announcement, acceptance of the above proposal is subject to shareholder approval. Whilst this indicates a material uncertainty which may cast significant doubt on the ability of the Group to remain a going concern, the directors have reasonable expectation that shareholder approval will be gained. These interim results therefore do not include any adjustments that would result if the going concern basis of preparation was not appropriate.

2 Exceptional non-recurring costs

On 13 June 2013 the Group's only trading subsidiary, Sarantel Limited, went into Administration and the assets of that company were subsequently sold by the Administrator. There were insufficient receipts from the sale of those assets to settle the liabilities of that company and so there was no residual value due to Sarantel Group Plc as the shareholder.

The assets of Sarantel Limited at 31 March 2013 included in this consolidated interim statement are required to be written down to their recoverable amount to the Group. These include intangible assets, property plant and equipment, inventory and debtors. The directors have been unable to obtain information on the sales proceeds received by the Administrator for these assets. Therefore, as there were no ultimate proceeds to Sarantel Group Plc from these disposals, the assets have been written down to nil where there is no other information available.

The impact of these write downs was a non-cash charge to the consolidated profit and loss of £2.87m.

3 Revenue

All revenue originates from the UK.

4 Tax

The taxation credit arises in respect of research and development expenditure and is subject to agreement with H M Revenue and Customs.

5 Loss per share

The calculation of basic loss per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period.

* The effect of options and warrants are anti-dilutive.

6 Share capital

7 Share options

8 Post balance sheet events

On 29 May 2013 the Board of Sarantel and Sarantel Limited received a letter of demand from Harris Corporation (Harris), for the immediate repayment of the secured HSBC loan facility of £2m (plus £17k interest) which has been fully drawn down. Security for the HSBC loan facility was provided by Harris, in return for which Sarantel Limited, inter alia, granted a debenture in favour of Harris which contained fixed and floating charges over the assets and undertaking of Sarantel Limited, including its intellectual property portfolio.

As a result of this demand, the Board filed a notice of intention to appoint an administrator to Sarantel Limited.

The Board's efforts to secure funding for the continuing operations of the Group were unsuccessful and, on 13 June 2013, the Group's operating subsidiary, Sarantel Limited, was placed into administration with PricewaterhouseCoopers LLP (PWC) appointed as Administrator.

The Administrator subsequently sold the assets of the company and has informed the Board that there will be no residual amount payable to Sarantel Group Plc.

A copy of this announcement is available from the Group's website, www.sarantel.com

ENDS