10 Sep 2021 15:22
10 September 2021
Victoria Oil & Gas Plc
("VOG" or "the Company")
Result of General Meeting
The General Meeting of the Company was held at 200 Strand, London WC2R 1DJ on 10 September 2021 at 11:00 a.m.
All 3 resolutions put to the members were passed on a poll. Accordingly, resolutions 1 and 2 were passed as ordinary resolutions and resolution 3 was passed as a special resolution.
The results of the polls are set out below:
Resolution | For (see note 1) | Against (see note 1) | Votes withheld (see note 3) | |||
Votes | % | Votes | % | |||
1 | Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code (see note 4) | 6,770,636 | 96.5 | 246,136 | 3.5 | 37,336 |
2 | Authority to allot new shares and grant rights to subscribe for or convert any security into shares | 23,927,410 | 98.7 | 323,356 | 1.3 | 37,192 |
3 | Authority to disapply pre-emption rights | 23,923,178 | 98.7 | 323,625 | 1.3 | 41,155 |
Notes:
1 Votes "For" and "Against" are expressed as a percentage of votes received.
3 A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" a resolution.
4 Resolution 1 was put to the General Meeting as a resolution of the shareholders of the Company other than any concert party of Meridian Capital (HK) Limited, Askar Alshinbayev, Yevgeniy Feld and YF Finance Limited ("Concert Party").
In particular, in accordance with Section 6(a) of Appendix 1 to the Takeover Code, the Company announces that shareholders approved resolution 1, which set out the terms of the waiver of mandatory offer provisions in Rule 9 of the Takeover Code.
In the event that the Company draws down the maximum amount under the B Loan Notes at the earliest expected opportunity under the Loan Agreement (assumed to be 13 September 2021) and conversion occurs on the date falling two years after the Loan Agreement was entered into, being 16 June 2023 for the full principal amount and all accrued interest, the Concert Party would have a resultant holding of 107,728,578 Ordinary Shares, representing approximately 35.18 per cent. of the then issued Ordinary Shares (assuming a prevailing GBP:USD exchange rate of 1.37 and that no other new Ordinary Shares are issued by the Company in the interim).
The number of Ordinary Shares ultimately issued to the Concert Party on conversion of the B Loan Notes will vary in line with the GBP:USD exchange rate. For illustrative purposes, assuming that there was a 10 per cent. decrease in the assumed GBP:USD exchange rate at the Latest Conversion Date (such that the exchange rate was 1.233), the Concert Party would have a resultant holding of 112,930,273 Ordinary Shares, representing approximately 36.26 per cent. of the then issued Ordinary Shares following conversion, assuming no other new Ordinary Shares are issued by the Company in the interim.
Should the conversion of the B Loan Notes occur at the date falling one year after the Loan Agreement was entered into being 16 June 2022 (assuming the Company does not serve an early repayment notice in the period leading up to 16 June 2022, whereby MCL could elect to convert rather than receive cash repayment) for the full principal amount and all accrued interest, the Concert Party would have a resultant holding of 103,291,075 Ordinary Shares, representing 34.23 per cent. of the then issued Ordinary Shares (assuming a GBP:USD exchange rate of 1.37 and that no other new Ordinary Shares are issued by the Company in the interim).
Unless otherwise stated defined terms are as set out in the circular to shareholders dated 25 August 2021.
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 (Nominated and Financial Adviser)
Rory Murphy / James Dance Tel: +44 (0) 20 7409 3494
Shore Capital Stockbrokers Limited (Joint Broker)
Mark Percy / Toby Gibbs (corporate advisory) Tel: +44 (0) 207 408 4090
Jerry Keen (corporate broking)
Camarco (Financial PR)
Billy Clegg Tel: +44 (0) 203 757 4983
Nick Hennis Tel: +44 (0) 203 781 8330