Xtract Regulatory News (XTR)

16 Mar 2007 16:00

Cambrian Oil & Gas PLC16 March 2007 16th March 2007 AIM: COIL Cambrian Oil & Gas Plc ("COIL" or "the Company") Scheme circular posted Xtract Energy plc FOR IMMEDIATE RELEASE Further to the announcement on 12 February 2007 of the recommended proposal forthe acquisition by Xtract Energy plc ("Xtract")of the entire issued sharecapital of Cambrian Oil & Gas plc ("COIL") (not already owned by Xtract) bymeans of a scheme of arrangement under section 425 of the Companies Act 1985 ("Scheme"), COIL is today posting the Scheme circular to COIL Shareholders("Scheme Circular"). The Scheme Circular sets out notices convening the CourtMeeting and the EGM for 12 April 2007 at which resolutions will be proposed toapprove the Scheme. Full details of the Court Meeting and EGM and information onCOIL and Xtract are set out in the Scheme Circular. Terms defined in thisannouncement have the same meanings as in the Scheme Circular unless the contextrequires otherwise. Under the terms of the Scheme, the COIL Shares not already held by Xtract willbe transferred to Xtract and, upon the Scheme becoming effective, SchemeShareholders will receive: 9 New Xtract Shares for every 10 Scheme Shares The Proposal values the entire issued share capital of COIL at approximately£14.85 million and each COIL Share at 4.725 pence based on the Closing Price ofone Xtract Share of 5.25 pence on 9 February 2007, the last Dealing Day prior tothe Announcement. Based on the Closing Price of one Xtract Share of 5.125 penceon 15 March 2007, the last Dealing Day prior to the posting of the SchemeCircular, the Proposal values each COIL Share at 4.6125 pence. The Proposalrepresents a premium of approximately 30.3 per cent. and 31.8 per cent.respectively to the Closing Prices of a COIL Share of 3.625 pence and 3.5 pencerespectively on those dates. The New Xtract Shares will be issued credited as fully paid, on identical termsto and will rank pari passu with the existing issued Xtract Shares, includingthe right to receive and retain all dividends and other distributions declared,paid or made after the Scheme becomes effective. Completion of the Proposal will result in the issue of up to approximately 129million New Xtract Shares, representing approximately 18.8 per cent. of theEnlarged Share Capital. Fractions of New Xtract Shares will not be allotted or issued to SchemeShareholders pursuant to the Proposal. To become effective, the Scheme requires, amongst other things, (i) approval bythe necessary majorities at theCourt Meeting of the Scheme Shareholders presentand voting, either in person or by proxy; (ii) the passing of the specialresolution set out in the notice of the EGM; (iii) satisfaction or waiver of theother conditions set out in Part 3 of the Scheme Circular; and (iv) the CourtSanction being obtained. The Court Meeting and the EGM, and the nature of theapprovals required to be given at them, are described in more detail inparagraph 10 of Part 2 of the Scheme Circular. All Scheme Shareholders areentitled to attend the Court Hearing in person or to be represented by counselto support or oppose the sanctioning of the Scheme. The Scheme (details of which are set out in Part 7 of the Scheme Circular) willbecome effective upon the sanctioning by the Court of the Scheme and thedelivery to the Registrar of Companies of a copy of the Order which, subject tothe Court's timetable, is expected to occur by the close of business on 23 April2007. If the Scheme becomes effective, it will be binding on all Scheme Shareholdersirrespective of whether or not they attended or voted in favour of the Scheme atthe Court Meeting or in favour of the special resolution to be proposed at theEGM. Unless the Scheme becomes effective by no later than 30 June 2007, or such laterdate, if any, as COIL and Xtract may agree and the Court may allow, the Schemewill not become effective and the Scheme will not proceed. Words and expressionsdefined in the Scheme Circular shall bear the same meanings in thisannouncement. Enquiries in relation to Xtract please contact: Xtract Energy plc John Newton, CEO +44 (0) 20 7409 0890 Smith & Williamson Corporate David Jones +44 (0) 20 7131 4000Finance Limited Azhic Basirov Enquiries in relation to COIL please contact: Cambrian Oil and Gas plc Neale Taylor, CEO +44 (0) 20 7409 0890 Paul McGroary, Director +44 (0) 79 3056 8160 W.H Ireland Limited Paul Dudley / James Joyce +44 (0) 20 7220 1666 About Xtract Energy Plc Xtract's prime assets are its interest in shale oil deposits at Julia Creek inQueensland, Australia and a joint venture with the Australian research group,CSIRO, to develop a process for extracting oil from shale deposits. The initialvalidation tests, comprising small scale batch extractions of oil from theshale, have demonstrated that recovery from Xtract's Julia Creek shales inQueensland, Australia, would be in the order of 150 litres of light crude oilper tonne of shale. Earlier conventional retorting experiments indicated thatthe conversion of kerogen to oil yielded about 74 litres of oil per ton ofshale. Applying this rate of yield increase to the yields of 50 - 65 litres per tonneused in Xtract's AIM admission document in relation to certain of Xtract's JuliaCreek leases results in estimated in-situ shale oil resources of over 1.6billion barrels of oil. Other energy assets held by Xtract are: • Approximately 64% of Cambrian Oil and Gas Plc ('COIL') which is developing oil and gas assets in the Kyrgyz Republic. COIL also owns approximately 22% of the issued share capital of ASX listed MEO. MEO is focused on developing a gas-to-liquids project in the Timor Sea, approximately 275 km northwest of Darwin, Australia, in an area known as Tassie Shoal. It has secured Australian Commonwealth Government environmental approvals for two large scale (1.8 mtpa) methanol plants (50% interest) and a 3 mtpa LNG plant (100%), which is the only new Australia LNG project to receive its Commonwealth Government environmental approvals. • Approximately 15% of Wasabi Energy Limited which has rights to the Kallina power technology, uranium exploration interests in the Northern Territory, Australia, interests in the newly-formed Evolution Energy joint venture to produce bio-diesel fuel in Australia and in a coal deposit in Canada. • Approximately 18.6% of Aviva Corporation Limited with promising thermal coal deposits in the mid-west of Western Australia. About Cambrian Oil & Gas Plc COIL has a portfolio of interests in Central Asia, China, the North Sea andAustralia. The Kyrgyz interests held through the Company's wholly owned subsidiary ZhibekResources Plc include a production sharing agreement with Kyrgyzneftegaz toinstigate a water injection project on the Beshkent-Togap oil field, a 72%interest in JSC KNG Hyrdocarbons, which holds several exploration licences inthe Tash Kumyr area and 100% interest in the Toktogul exploration licence. COIL also holds approximately 22% of MEO. MEO has successfully completed theacquisition of new 2D and 3D seismic data over Epenarra, located in MEO's 100%owned Exploration Permit NT/P68 in the Timor Sea. The Epenarra structure is abroad, low relief anticline with mapped closure of approximately 1,200 squarekilometres, located entirely within Australian waters. The data has beenacquired to confirm optimal well locations for the Heron-2 appraisal well andproduction test on the Epenarra structure and the Blackwood-1 exploration well. MEO intends drilling up to three wells (Heron-2, Blackwood-1 and potentiallyHeron-3) in the Permit area and has secured a new jack-up rig to undertake thedrilling. The rig is expected to arrive on location in August 2007. COIL also holds approximately 33.5% of the issued capital of Elko. Elko, an oil and gas exploration company, has been awarded a 5,400 squarekilometre exploration and production licence in the Danish North Sea Sector,which it holds with an 80% interest. The remaining 20% is held by the DanishState, which has a direct and full working interest. Phase I of the technicalstudies has been completed. Following further ongoing technical work it isplanned to farm down Elko's interest during 2007 in exchange for future seismicand drilling obligations being paid for by a new partner. Elko also owns approximately 40% of Dragon Energy Inc., a private Canadiancompany with a significant development project in Gansu Province, China('Dragon'). Dragon has signed a Joint Venture Agreement with a provincialsubsidiary of CNPC of China, the 10th largest oil company worldwide, providingfor the re-development of the Maling Oilfield in Gansu Province, China. This information is provided by RNS The company news service from the London Stock Exchange