Magnolia Petroleum Plc Notice of GM and Posting of Circular

 
TIDMMAGP 
 
Magnolia Petroleum Plc / Index: AIM / Epic: MAGP / Sector: Oil & Gas 
 
20 June 2017 
 
                            Magnolia Petroleum Plc 
 
                         ('Magnolia' or 'the Company') 
 
               Notice of General Meeting and Posting of Circular 
 
Magnolia Petroleum Plc, the AIM quoted US focused oil and gas exploration and 
production company announces that a circular ("Circular") and notice of a 
general meeting ("GM") is being sent to all shareholders.  The Company's GM 
will be held at 15:30 p.m. (BST) on 18 July 2017 at the offices of Hill 
Dickinson LLP on the 8th Floor of The Broadgate Tower, 20 Primrose Street, 
London, EC2A 2EW.  The documents will shortly be available on the Company's 
website and an extract of the Circular appears below. 
 
The information contained within this announcement constitutes inside 
information stipulated under the Market Abuse Regulation (EU) No. 596/2014. 
 
                                 * *S * * 
 
For further information on Magnolia Petroleum Plc visit 
www.magnoliapetroleum.com or contact the following: 
 
Rita Whittington           Magnolia Petroleum Plc       +01918449 8750 
 
Jo Turner / James Caithie  Cairn Financial Advisers     [phone] 
                           LLP 
 
Colin Rowbury              Cornhill Capital Limited     [phone] 
 
Lottie Brocklehurst        St Brides Partners Ltd       [phone] 
 
Frank Buhagiar             St Brides Partners           [phone] 
                           Ltd 
 
              LETTER FROM THE CHAIRMAN OF MAGNOLIA PETROLEUM PLC 
 
                            Magnolia Petroleum plc 
 
        (Registered in England and Wales with company number 05566066) 
 
Directors 
                          Registered Office 
 
Ronald Harwood (Non-executive Chairman) 
                                                 Suite 321 
Rita Whittington (Chief Executive Director) 
             19-21 Crawford Street 
Leonard Wallace (Non-executive Director) 
            London W1H 1PJ 
 
                                                                   20 June 2017 
 
                           Notice of General Meeting 
 
Dear Shareholder, 
 
           The board of the Company unanimously recommends that you 
 
                  VOTE AGAINST the requisitioned resolutions 
 
1.    Introduction 
 
On 30 May 2017 the Company received a requisition for a general meeting (the 
"General Meeting") to consider resolutions for three proposed directorate 
changes  (the "Requisition") from Mr Steven Snead, Snead Family 2012 LLC, Snead 
Family LLC and Mr R Sterling Snead (together the "Snead Group"). 
 
The Snead Group together holds greater than 5 per cent. of issued shares of the 
Company and, accordingly, the Company is required under the UK Companies Act 
2006 to convene a general meeting of shareholders to consider the resolutions 
put forth. 
 
The purpose of this document is to convene the General Meeting referred to in 
the Requisition and to set out why the Directors of the Company believe 
shareholders should vote against all of the resolutions proposed by the Snead 
Group. 
 
2.    Resolutions to be Proposed at the General Meeting 
 
The Requisition proposes three resolutions to be put to Shareholders, which are 
set out below in the form in which they were received: 
 
Ordinary Resolution 
 
a.   THAT in accordance with the provisions of Article 90 of the Articles of 
Association of the company and section 168 of the Companies Act 2006 Rita Fern 
Whittington be removed from office as a director of the Company immediately. 
 
b.   THAT in accordance with the provisions of Article 86 of the Articles of 
Association and subject to the AIM Rules for Companies of the London Stock 
Exchange Plc Kristian Ewen Ainsworth be appointed a director of the Company. 
 
c.   THAT in accordance with the provisions of Article 86 of the Articles of 
Association and subject to the AIM Rules for Companies of the London Stock 
Exchange Plc Donald Zac Phillips be appointed a director of the Company. 
 
3.    Background to and Reasons for the Requisition 
 
Overview 
 
On 12 May 2017, the Company was contacted by both Steven Snead, former CEO of 
the Company and Matthew Lofgran, CEO of Nostra Terra Oil and Gas Company plc (" 
NTOG"), on separate occasions. Mr Lofgran advised that he has been contacted by 
former directors and brokers who required changes to be made to the Company's 
board and cost structure.  At the time, neither Mr Lofgran nor NTOG was a 
shareholder of the Company and, at the time of publication of this circular, 
neither still appear to be shareholders. 
 
The Board advises that there have been four former directors, and the current 
management team remains in touch and on good terms with two previous chairmen 
of the Company, Mr Wagenhofer and Dr Cubitt.  Both Mr Wagenhofer and Dr Cubitt 
wholeheartedly support the current management team and have stressed that they 
will be voting against the Resolutions. The other former directors are Mr Snead 
and Mr Burnell. Mr Burnell is based in London and has a generalist rather than 
an oil and gas background, having served on the Board of a number of 
non-resource companies including Globo plc, which was wound up following the 
appointment of administrators by order of the Court within days of his 
resignation from Globo plc's Board. Mr Burnell and Mr Lofgran were both 
directors of Elephant Oil Limited from January 2013 until Mr Burnell's 
resignation in September 2016. 
 
On 26 May 2017, the Company learnt by way of a Regulatory News Service ("RNS") 
announcement that NTOG had, conditionally, agreed to acquire the shares of the 
Snead Group subject to certain conditions (which were not disclosed and still 
have not been disclosed despite the Company's requests) via a delayed 
settlement which has yet to occur. In this announcement, it was stated that 
prior to the settlement of the consideration for the Snead Group shares, that, 
"...it has been agreed that Nostra Terra has direction over the voting rights of 
the Magnolia Shares." 
 
On 29 May 2017, the Company received a requisition notice served by the Snead 
Group, containing the resolutions first informed by NTOG prior to its 
acquisition of these shares. The Company is unsure for how long the Snead Group 
and NTOG may have been working together or the intentions of either party, 
however, it was later made clear that discussions had been held prior to the 
conditional NTOG agreement with the Snead Group to potentially acquire shares 
at some future point. 
 
On 31 May 2017, Mr Lofgran made a public statement on Vox Markets regarding his 
views of Magnolia in which he states, inter alia, that: 
 
"...we were approached by former directors and brokers in London who came to us 
and said we think that the company [Magnolia] needs to be fixed, it needs to be 
addressed and we think that you guys have the ability to do that..." 
 
"...the company [Magnolia] is subscale... do have some production, excessive debt, 
overheads are too high.." 
 
He further states that, "... just looking at an alternative way for us to have 
additional exposure in the US." 
 
At this stage, neither the Snead Group nor Mr Lofgran, either personally or on 
behalf of NTOG, had engaged with the Company in respect of the validity or 
practicality of their "plans" to ensure that shareholder value would be 
safeguarded for all shareholders. 
 
On 19 June 2017, Magnolia published its report and accounts for the year ended 
31 December 2016 in which the Company highlights that Rita Whittington, as COO 
at the time, has reduced the Company's operating costs by more than 30 per 
cent. for the second year running. It should also be noted that Mr Snead, who 
resigned on 31 March 2017, was the CEO of the company for the entirety of the 
financial year. 
 
On 6 June 2017, NTOG released a further announcement that delayed, for the 
second time in recent years, publication and posting of its accounts for a 
separate meeting.  Therefore, at the time of publication of this document, 
there is little current financial information to assess NTOG's performance. 
From the financial information available, it should further be noted that 
should the Snead Group and NTOG be looking to liquidate the assets of Magnolia, 
NTOG would not appear to have the financial strength to acquire the assets in 
cash and would either need to raise funds or make a share based offer. 
 
Background of Mr Snead 
 
Mr Snead was CEO of Magnolia and a member of the Board from its admission to 
AIM in November 2011 until his resignation on 31 March 2017.  Had he not 
stepped down, the Board had at the time been discussing the removal of Mr Snead 
from his position due to concerns that the Board had regarding Mr Snead's views 
of the Company, including: 
 
-     Mr Snead consistently proposed the disposal of all of Magnolia's assets, 
effectively liquidating its portfolio of developed and undeveloped oil and gas 
properties.  This was at a time when oil prices were trading at or near the low 
point in the cycle, and as a result the Board believes this would have resulted 
in considerable value destruction and substantial loss to shareholders. 
 
-     During a conference call with the Board, Mr. Snead had proposed that 
Magnolia leave the oil and gas sector and change direction into the computer 
software business.  The rest of the Board rejected his proposal and 
subsequently believed that Mr. Snead intended to use Magnolia as a vehicle to 
acquire the interests of his son, Mr R Sterling Snead, one of the 
requisitioning shareholders, in several ventures in the technology sector. 
 
-     Mr Snead repeatedly opposed both the Company's fundraising efforts in 
order to participate in the drilling of several wells and the acquisition of 
leases during what was the bottom of the cycle, which could have seen Magnolia 
significantly increase its footprint in its chosen areas of focus such as the 
prolific and low-cost SCOOP and STACK plays. Notwithstanding his opposition, 
Magnolia continued to increase its interest within these prolific areas. 
 

-     A number of months prior to his resignation, Mr Snead had for the first 
time requested a salary for his role as CEO.  He was advised that a salary 
demands full time employment which, he would be unable to do because of his 
other business interests.  Mr. Snead then advised the Board that if he did not 
receive a salary, he no longer wished to be involved with the Company. 
 
Since the remainder of the Board refused to accept Mr. Snead's proposal, 
specifically to liquidate Magnolia's producing assets and, as the Board 
believes, to use the resultant shell as a vehicle with which to acquire 
interests in the technology sector, it is the opinion of the Board that Mr 
Snead is now attempting to achieve this same objective by requisitioning the 
General Meeting to approve the above three resolutions. The Board further 
believes that NTOG recognise the value in Magnolia's producing assets and has 
positioned itself to opportunistically acquire these assets.  The Board 
unanimously believes that, if the Resolutions are passed, there is a 
considerable likelihood that the Company's assets will be sold which will not 
be in the best interests of all Magnolia shareholders. 
 
The Board is further dismayed that, despite the insistence of NTOG that the 
requisition is to reduce corporate overhead, NTOG and the Snead Group were 
unwilling to discuss their intentions or objectives in advance of formally 
requisitioning the meeting.  Overhead at the Company has reduced by more than 
30 per cent. over the last 12 months for the second year and the Company 
continues to seek operational and corporate savings. 
 
 The Board unanimously recommends that investors vote against the Resolutions. 
 
4.    Reasons why the Independent Directors Recommend Shareholders Vote Against 
the Resolutions 
 
a.   Resolution for the immediate removal of Magnolia's CEO, Rita Fern 
Whittington. 
 
1.   Ms Whittington has been the driving force behind Magnolia since its 
inception 
 
Ms Whittington is a petroleum landman with more than 30 years' experience in 
acquisitions, operations and management of oil and gas properties and is the 
driving force behind the building of the Company's portfolio of leases in 
proven US onshore formations; the near perfect success rate achieved in 
participating in drilling activity alongside other operators; the increase in 
Magnolia's portfolio of wells to a peak of over 220; and the increase in daily 
production. 
 
During her career, Ms Whittington has developed significant knowledge, contacts 
and negotiating skills which she has used to the benefit of the Company 
considerably.  Examples include: 
 
·      in January 2013, Magnolia relinquished its 25% interest in the Prucha 
1-23 MH well (`Prucha' or `the Well') following disappointing production rates 
without any funds having been transferred from Magnolia to the operator due to 
a clause Ms Whittington inserted into the contract regarding Magnolia's 
election to participate in the Well. This resulted in Magnolia saving 
approximately US$1 million and avoiding any losses due to Prucha. 
 
·      in September 2014, Magnolia received a US$1 million fee for consulting 
services provided to an international company acquiring an oil and gas project 
in Oklahoma.  Once again, it was Ms Whittington who was responsible for 
providing these consulting services and for securing this fee, a testament to 
her expertise and deep knowledge of the onshore US oil and gas industry. 
 
Between 2011 and 2014, under Ms Whittington's stewardship Magnolia grew 
strongly in terms of its key performance metrics: number of producing wells; 
leases; production; and reserves.  In terms of share price performance, in 2012 
Magnolia was one of the best performing oil and gas producers on AIM and the 
fourth best performer overall after the share price rose by 472.6% over the 
course of the year. 
 
The fall in the oil price to its worst sub US$30 per barrel required a 
significant retrenchment in the Company's activities.  Since the second half of 
2014, Ms Whittington has been working tirelessly to ensure that Magnolia not 
only weathers the downturn but is able to take advantage of any opportunities 
that would benefit the Company.  Ms Whittington oversaw a substantial decrease 
in the Company's operating cost base both in the 2015 and 2016 financial 
years.  As recently announced during the 2016 financial year, operating costs 
were reduced by more than 30 per cent. Since the year end, the Company's cost 
base has been lowered further still following a change of offices from Mr 
Snead's premises to Ms Whittington's home office, at no charge (a saving of 
US$3,500 per month).  In addition, Ms Whittington has been responsible for the 
Company's push into the highly active SCOOP and STACK plays which has seen 
Magnolia elect to participate in 28 wells since January 2017. 
 
Magnolia has a low-risk, low-cost business model that has weathered the sharp 
downturn better than many in the sector. This platform is one that has, at its 
core, the active management of all types of risk associated with the oil and 
gas industry: exploration risk is managed by focusing on proven formations; 
execution risk is managed by participating in drilling alongside established 
operators such as Continental Resources and Chesapeake Energy; individual well 
risk is managed by building a diversified portfolio of leases and wells and 
limiting Magnolia's interest in any one well; while oil price risk is managed 
by focusing on areas that require relatively low oil prices to breakeven. 
 
As a former partner of Primary Natural Resources I and II, two oil and gas 
property acquisition and development companies, Ms Whittington successfully 
managed the land department, assets, acquisition and divestitures, and as a 
result played a key role in both companies achieving approximately a 3:1 return 
on equity upon divestment.  Ms Whittington brings this knowledge, experience, 
skills, contacts and low-risk strategy to Magnolia.  Furthermore, Ms 
Whittington has proven herself to be fully capable of sourcing and acquiring 
leases in US onshore formations, securing attractive terms with established 
operators when participating in drilling new wells, and actively managing both 
a diversified portfolio of wells and the associated risks. 
 
It is the Board's view that Ms Whittington's skills and knowledge are essential 
for Magnolia and that her departure from the Company would be materially 
adverse to the performance of the Company.  The Board also notes that neither 
of the London-based proposed appointees are petroleum landman nor have they 
specifically worked in the Company's immediate area of operations. 
 
2.   A change of control could trigger an obligation to immediately repay the 
bank loan 
 
The Board, including Ms Whittington, and the current management team have an 
excellent relationship with the Company's bank and Ronald Harwood, Director and 
Interim Chairman, was responsible for negotiating the reserves based lending 
facility.  However, the terms of the Company's reserves based lending facility, 
which was entered into while Mr Snead was a director, contain a change of 
control provision which may trigger an obligation to immediately repay the loan 
which is secured against all of Magnolia's producing assets. 
 
As noted in the Company's recently published report and accounts, the Company 
does not have the cash reserves to repay this loan in full and would therefore 
be required to raise funds or sell down its assets to repay this loan. In the 
event that the bank is unwilling to allow the Company time to achieve this, the 
bank would be entitled to call upon its security which could involve a formal 
insolvency of its subsidiary. 
 
3.   Employee Rights and Entitlements 
 
Were resolution (a) to be passed, Ms Whittington would retain all of her 
employment rights and entitlement to a notice period.  The removal of Ms 
Whittington therefore will not just lead to a change of direction for Magnolia 
but could unnecessarily bring the Company's future into doubt with shareholders 
potentially left with little or no value if the Company's loan is called. 
 
4.   Magnolia is asset backed and revenue generative while NTOG has negligible 
tangible assets and generates only nominal revenues 
 
Today and largely thanks to the efforts of Ms Whittington, Magnolia has emerged 
from the downturn still a revenue generative, asset-backed business with good 
prospects for the future.  Other than to fund new wells to be drilled and 
possible future acquisitions, or due to the occurrence of any adverse 
circumstances, the Board considers the Company to have sufficient resources to 
cover its costs for the next 12 months. 
 
As announced on 26 May 2017, NTOG has agreed to acquire from Mr Snead and his 
family, 204,226,748 ordinary shares in Magnolia, which represents a 10.9% 
interest in the Company's ordinary share capital of Magnolia.  In its 
announcement, NTOG states it is making the acquisition "as an alternative and 
additional way to increase its exposure to the oil and gas market in the USA". 
However, as mentioned earlier, the removal of Ms Whittington from the Board, 
which NTOG and Mr Snead are calling for, is not consistent with NTOG's 
statement that it is looking to increase its investment in the US oil and gas 
market as it would remove the key individual behind that very investment and 
also could lead to the triggering of the repayment of the bank debt facility. 
 
The Board believes that a comparison of NTOG's last half year report covering 
the six months to end of June 2016 with Magnolia's provides a more plausible 
rationale behind NTOG's motives in acquiring the Snead Group's interest in 
Magnolia and working in concert with him to propose the removal of Ms 
Whittington from the Board and the appointment of two of its nominees as 
directors: 
 
·      For the six months to 30 June 2016, NTOG generated revenues of GBP133,000 
(30 June 2015: GBP393,000) while Magnolia's revenues for the half year period 

came in at US$633,585 (H1 2015: US$1,083,998).  Even after considering exchange 
rates, Magnolia's half year revenues were 3.5 times higher than NTOG's; 
 
·      As at 30 June 2016 Magnolia's non-current assets stood at US$8,893,414 
which included US$7,217,415 of tangible assets comprised primarily of 
Magnolia's interests in producing wells. By contrast, NTOG's non-current assets 
were reported as being GBP2,124,000 at 30 June 2016, the vast majority of which 
(approximately GBP2 million) were intangibles as opposed to real assets.  While 
Magnolia's total assets, inclusive of current assets were US$9,884,324 as at 30 
June 2016, NTOG's were GBP3,800,000 or approximately US$5,054,000 (at an exchange 
rate of GBP1GBP: $1.33USD being the closing exchange rate on 30 June 2016); and 
 
·      Both companies had similar total liabilities as at end of June 2016: 
Magnolia's total liabilities were reported as US$3,350,252 or approximately GBP 
2,500,000 (using the exchange rate noted above). 
 
Please note we have used the interim results to 30 June 2017 to compare both 
companies, as at the time of writing NTOG has delayed publishing its final 
results for the year ended 31 December 2017. 
 
The Board believes that NTOG has an asset light balance sheet and only nominal 
revenues are being generated.  It would appear that, despite NTOG claiming that 
Magnolia's costs are too high and that the Company needs to be restructured, 
NTOG regularly has to raise funds just to cover its general corporate overheads 
let alone grow as evidenced by it recently raising GBP260,000 via a mobile 
application platform.  In addition, there has been much written in the press 
regarding NTOG's financial position and its need to constantly raise funds to 
remain in business.  Articles on this matter can easily be found on the 
internet and we advise our shareholders to read these to gain a fuller picture 
of both NTOG and its management team and practices. 
 
We believe by agreeing to acquire the Snead family's interest in Magnolia and 
by proposing the removal of Ms Whittington and the election of two directors to 
the Board, NTOG is looking to strengthen its own balance sheet at the expense 
of Magnolia's shareholders by either acquiring Magnolia's portfolio of 
producing wells and incorporating them within NTOG or by disposing of them. 
 
b.   Resolution for the appointment of Kristian Ewen Ainsworth as a director of 
the Company 
 
Mr Ainsworth is a chartered management accountant and the Non-executive 
Chairman of NTOG. 
 
The Board notes that Mr Ainsworth's experience in the oil and gas sector has 
been as a financial controller, finance director and CFO at a number of 
companies.  Further, the Board notes from his publically available biography 
that he states that he has not worked with companies with assets in the US and 
does not appear to have experience in the specialist discipline of securing oil 
and gas leases, managing a portfolio of developed and undeveloped properties, 
and dealing with, and participating in drilling alongside, oil and gas 
operators. 
 
The Company's current CFO has specific experience of working in the oil and gas 
industry in Oklahoma and was hired from Chesapeake Energy Corporation, one of 
the operators with which Magnolia participates. 
 
The Board notes that Mr Ainsworth's experience is neither comparative to or 
compensates for Ms Whittington's experience nor would his appointment add to 
the Company's finance capability.  Noting further that Mr Ainsworth is not 
independent from NTOG, the Board is deeply concerned that his proposed 
appointment supports its view that the assets of the Company may be divested to 
NTOG. 
 
It is not clear if it is the intention of the two parties for Mr Snead to 
assume a management role in Magnolia or NTOG, either on an interim or permanent 
basis, but even if this is the case, as mentioned earlier, the Board believes 
that Mr Snead does not have an interest in growing the business, let alone 
managing the Company's existing assets. 
 
c.   Resolution for the appointment of Donald Zac Phillips as a director of the 
Company 
 
Mr Phillips is Senior Research Oil & Gas Analyst at SP Angel, a London-based 
broker and has previously worked as head of Oil & Gas research at a number of 
specialist resource sector investment banks. The Company recognises Mr 
Phillip's technical qualifications and industry and city experience.  The Board 
also notes, however, that Mr Phillips is London-based and has little to no 
experience in the US onshore oil and gas sector, particularly in the specialist 
discipline of securing oil and gas leases, managing a portfolio of developed 
and undeveloped properties, and dealing with, and participating in drilling 
alongside, oil and gas operators. 
 
Whilst the Board recognises Mr Phillips' experience, it is of the firm opinion 
that his experience does not make him a suitable replacement for Ms Whittington 
and, at this stage, his appointment would only bring additional administrative 
cost to the Company. 
 
5.    Summary 
 
In consideration of the above the board of the Company strongly advises 
shareholders to vote against the proposed resolutions: 
 
The Board believes your Company is being targeted by two parties, namely the 
Snead family and NTOG, to further their own specific aims and not those of all 
shareholders of Magnolia.  In the case of the Snead family, it is the Board's 
belief that they are looking to reduce Magnolia to a cash shell for their own 
ends, while NTOG is aiming to gain control of Magnolia's assets cheaply to 
shore up its own balance sheet.  We firmly believe the hostile and unwanted 
actions of the Snead family and NTOG have already caused material damage to 
Magnolia and its shareholders by negatively impacting the share price, the 
Company's ability to raise funds to cover potential drilling commitments has 
been adversely affected. 
 
Following the departure of Mr Snead, the Company has a team with the requisite 
skillset and experience to take advantage of the improving sentiment and market 
conditions.  In Leonard Wallace, it has a highly experienced petroleum 
engineer, while in Lanny Woods it has a geologist with many years' experience 
working in the proven US onshore formations where Magnolia is focused. 
Together with Ms Whittington's proven expertise in acquiring and managing 
portfolios of leases and wells and the Company's CFO Derec Norman's specialist 
oil and gas finance experience, the Board and management team of Magnolia has 
never been stronger. The Company urges shareholders to reject all the above 
unwelcome resolutions and allow the team to focus on what it does best - 
building US onshore focused oil and gas companies and selling them at multiples 
of the invested capital. We believe that Magnolia now has the best management 
team, technical advisors and Board of Directors to move forward for the benefit 
of all shareholders. 
 
6.    Action to be taken by Shareholders in respect of the General Meeting 
 
Shareholders will find enclosed with this document a form of proxy for use at 
the General Meeting. Whether or not you propose to attend the General Meeting 
in person, you are strongly encouraged to complete, sign and return the form of 
proxy in accordance with the instructions printed on it as soon as possible, 
but in any event so as to be received, by post or, during normal business hours 
only, by hand, by 3.30 p.m. (BST) on 14 July 2017 (or, in the case of an 
adjournment, not later than 48 hours before the time fixed for the holding of 
the adjourned meeting (excluding any part of a day that is not a Business 
Day)). 
 
The appointment of proxies or the giving of any instruction by the CREST system 
will be accepted for the purposes of the General Meeting. 
 
Appointing a proxy in accordance with the instructions set out above will 
enable your vote to be counted at the General Meeting if you are unable to 
attend. The completion and return of the form of proxy will not prevent you 
from attending and voting in person at the General Meeting, or any adjournment, 
should you wish to do so. 
 
7.    Recommendation 
 
The Directors believe that the resolutions to be proposed at the General 
Meeting are not in the best interests of the Company and Shareholders as a 
whole and recommend that you vote against them as they intend to do (or procure 
to be done) in respect of their own holdings totalling 138,788,080 Ordinary 
Shares, representing approximately 7.42 per cent. of the Share Capital. 
 
Yours faithfully 
 
Ronald Harwood 
 
Non-executive Chairman 
 
                                  DEFINITIONS 
 
The following definitions apply throughout this document (including the Notice 
of Annual General Meeting and General Meeting) and the forms of proxy unless 
the context requires otherwise: 
 
"AIM Rules"                 the AIM Rules for Companies published by the London 
                            Stock Exchange 
 
"AIM"                       the AIM market of the London Stock Exchange 
 
"Business Day"              any day on which banks are generally open in England and 
                            Wales for the transaction of business, other than a 
                            Saturday, Sunday or public holiday 
 
"CREST"                     a relevant system (as defined in the CREST Regulations) 
                            in respect of which Euroclear is the Operator (as 
                            defined in the CREST Regulations) 
 
"CREST Regulations"         the Uncertificated Securities Regulations 2001 (SI 2001/ 
                            3755), as amended from time to time 
 
"Directors" or "Board"      the existing directors of the Company whose names  are 
                             set out on page 4 of this document 
 
"Euroclear"                 Euroclear UK & Ireland Limited 
 
"Form of Proxy"             the form of proxy for use in connection with the General 
                            Meeting; 
 
"General Meeting"           a general meeting of the Company to be held at 3:30 p.m. 

                            (BST) on 18 July 2017 at the offices of Hill Dickinson 
                            LLP on the 8th Floor of The Broadgate Tower, 20 Primrose 
                            Street, London, EC2A 2EW or any adjournment thereof, 
                            notice of which is set out in the Notice of General 
                            Meeting 
 
"Magnolia" or "the Company" Magnolia Petroleum plc 
 
 
"Notice of General Meeting" the notice convening the General Meeting which is set 
                            out at the end of this document 
 
"Resolutions"               the resolutions to be proposed at the General Meeting, 
                            details of which are set out in the Notice of General 
                            Meeting 
 
"Shareholder"               a holder of Ordinary Shares from time to time 
 
 
 
END 
 

(END) Dow Jones Newswires

June 20, 2017 12:37 ET (16:37 GMT)