18 Jun 2021 07:00
18 June 2021
Victoria Oil & Gas Plc
("VOG" or the "Company")
Loan Note Instrument
Victoria Oil & Gas Plc, whose wholly owned subsidiary, Gaz du Cameroun S.A. ("GDC"), the onshore gas producer and distributor with operations located in the port city of Douala, Cameroon, is pleased to announce that it has entered into a definitive financing agreement with Meridian Capital (HK) Limited ("Meridian") ("Facility Agreement") to raise maximum gross proceeds of US$7.5 million through the issue of unsecured loan notes (the "Facility"). The proceeds of the Facility will be utilised for general working capital purposes, including long lead Items for the proposed well on the Matanda licence.
The Facility is comprised of two series of loan notes - A Loan Notes and B Loan Notes (together the "Loan Notes").
The key terms of the Loan Notes are set out below:
A Loan Notes:
· unsecured loan notes with no conversion rights
· total principal amount of US$3.3 million, fully drawn on signing of the Facility Agreement
· two-year term with early redemption permitted at no additional cost
· interest at 10% per annum accruing daily from the date of issue and compounding monthly
B Loan Notes:
· unsecured convertible loan notes
· total principal amount of US$4.2 million, which can be drawn down in tranches at the Company's option
· term expires on the second anniversary of the date of the Facility Agreement with early redemption permitted at any time at no additional cost, with Meridian having the ability to convert the outanding B Loan Notes
· interest at 10% per annum accruing daily from the date of issue and compounding monthly
· principal and interest convertible wholly or partially into VOG shares at the Noteholder's option from the first anniversary of signing the Facility Agreement and on certain other specified events
· conversion price of £0.078 per share (being a 30% premium to the volume weighted average trading price of VOG's shares as traded on AIM over the 10-day period immediately before the date of entry into the Facility Agreement)
· draw down conditional on The Takeover Panel ("Panel") agreeing to a waiver of Rule 9 of the Takeover Code ("Code") and independent shareholder approval being obtained (see below).
Meridian (owned equally by Askar Alshinbayev and Yevgeniy Feld) is an associate of Askar Alshinbayev and YF Finance Limited (a company controlled by Mr Alshinbayev) and they are all deemed to be acting in concert as defined in the Code (collectively, the "Concert Party"). The Concert Party holds 60,913,330 ordinary shares of £0.005 in the Company's share capital ("Ordinary Shares"), representing 23.7 per cent. of the issued share capital of the Company.
In the event that the Company issues the maximum amount of B Loan Notes to Meridian at the likeliest earliest opportunity under the Facility Agreement and conversion occurs at the latest date under the Facility for the full principal amount and all accrued interest, the Concert Party would have a resultant holding of 106,848,390, representing 35.3 per cent. of the then issued shares (assuming the current £/$ exchange rate), assuming no other shares are issued.
The Company will apply to the Panel for a waiver from the obligation for the Concert Party to make a general offer that would otherwise arise as a result of the issue of the Ordinary Shares in the event that the Concert Party were to convert the B Loan Notes in full, subject to the approval, on a poll, of independent shareholders (the "Whitewash Resolution"). Accordingly, with the consent of the Panel, the Whitewash Resolution will be proposed at the General Meeting and will be taken on a poll at the General Meeting, notice of which will be set out in the Circular to be distributed to Shareholders shortly.
Given Askar Alshinbayev's and YF Finance Limited's current interest is more than 10 per cent. of the issued ordinary share capital of the Company, and they are therefore a substantial shareholder, the entry into the Facility Agreement is deemed to be a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies ("AIM Rules"). For the purposes of the AIM Rules, the Directors of the Company, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider that the terms of the transaction are fair and reasonable so far as its shareholders are concerned.
Roy Kelly, Chief Executive Officer, commented:
"We are delighted and appreciative that our major shareholder is backing our efforts to resolve legacy issues and increase our working capital. The use of such funds includes helping us progress our very prospective Matanda licence in which we have a 75% interest prior to state back-in."
The information contained within this announcement is deemed to constitute inside information pursuant to the EU (Withdrawal) Act and amended pursuant to Market Abuse (Amended) (EU Exit) Regulations 2019. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
For further information, please visit www.victoriaoilandgas.com or contact:
Victoria Oil & Gas Plc
Roy Kelly/Rob Collins Tel: +44 (0) 20 7921 8820
Strand Hanson Limited (NOMAD)
Rory Murphy/James Dance Tel: +44 (0) 20 7409 3494
Shore Capital Stockbrokers Limited (Broker)
Mark Percy/Toby Gibbs (corporate advisory) Tel: +44 (0) 207 408 4090
Jerry Keen (corporate broking)
Camarco (Financial PR)
Billy Clegg / Nick Hennis Tel: +44 (0) 20 3772 2499