Cabot Energy PLC Posting of Circular, Subscription, Notice of EGM (7214S)

TIDMCAB

RNS Number : 7214S

Cabot Energy PLC

08 November 2019

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. With the publication of this announcement, this information is now considered to be in the public domain.

8 November 2019

Cabot Energy Plc

("Cabot", the "Group" or the "Company")

Posting of Circular

Subscription of 28,615,862 new Ordinary Shares to raise US$0.7m

Notice of Extraordinary General Meeting

Further to the announcement on 31 October, Cabot Energy Plc (AIM: CAB), the AIM quoted oil and gas company focussed on creating predictable production growth in Canada, announces that it will later today be posting a circular to shareholders (the "Circular") containing the details of the proposed cancellation of admission of its Ordinary Shares to trading on AIM (the "Cancellation"), scheduled to occur on Tuesday 3 December 2019.

The Circular will also be made available on the Company's website at: https://www.cabot-energy.com/investors/documents-circulars/

Background to the Cancellation

As announced by the Company on 29 October 2019, the Board has concluded that it is in the best interests of the Company and its Shareholders to cancel the admission of the Company's Ordinary Shares to trading on AIM. Pursuant to Rule 41 of the AIM Rules, the Company (through its nominated adviser, SP Angel) has notified the London Stock Exchange of the date of the proposed Cancellation.

The Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the Extraordinary General Meeting, notice of which is set out in the Circular.

The Directors have also concluded that it is in the best interests of the Company and its Shareholders for the Company to re-register as a private company and adopt the New Articles following the Cancellation. The Re-registration and adoption of New Articles are conditional upon the Cancellation becoming effective and the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the Extraordinary General Meeting.

Details of the Subscription

As announced by the Company on 19 September 2019, Cabot has entered into an agreement with High Power Petroleum ("H2P") to raise US$350,000 gross (GBP280,000), before expenses, by way of a subscription of new Ordinary Shares pursuant to the Tranche 1 Subscription. The issue price of the Tranche 1 Subscription Shares was to be fixed at the issue price of new Ordinary Shares to be offered pursuant to a proposed open offer to Shareholders. As announced on 29 October 2019, the Company will not now be proceeding with an open offer, as the Company believes that the open offer transaction fees and costs will outweigh the expected open offer proceeds. Accordingly, the Company and H2P have agreed that the Subscription Price for the Tranche 1 Subscription shall be 1.929 pence per share, being the Company's average closing price between 29 October 2019 and 6 November 2019 (inclusive) and accordingly 14,515,292 Tranche 1 Subscription Shares shall be issued to H2P. Whilst the subscription proceeds for the Tranche 1 Subscription have been received in full, H2P has not yet been issued with the Tranche 1 Subscription Shares as the issue of these shares is conditional upon shareholder approval at the Extraordinary General Meeting in order to authorise the Directors to issue such shares.

H2P has also now agreed to subscribe for an additional tranche of Ordinary Shares to the value of US$350,000 gross (GBP272,000), before expenses, by way of a subscription of 14,100,570 new Ordinary Shares at the Subscription Price. The issue of the Tranche 2 Subscription Shares to H2P pursuant to the Tranche 2 Subscription is also conditional upon shareholder approval at the Extraordinary General Meeting.

Use of proceeds

The proceeds of the Subscription will allow the Company to proceed with its Summer Work Programme, as first announced by the Company on 2 September 2019, and will provide the Company with sufficient liquidity until early December 2019, at which time the Company intends to approach Shareholders again for further funding. H2P has confirmed to the Board its intention to provide the Company with the financial support needed to complete the Summer Work Programme and as required to secure the C$5 million asset-based term loan facility (the "Loan") from a Calgary-based private energy lender (the "Lender"). The Loan, which remains subject to the satisfaction of customary conditions precedent, including the completion of the Lender's due diligence, will be used to commence a Winter Work Programme, as first announced by the Company on 2 September 2019. It is anticipated that the first Loan advance of C$2.5 million will now be drawn down during January 2020 and the second advance of C$2.5 million is likely to be drawn down during March 2020. Whilst this represents a short delay in drawing down the Loan, reflecting the additional time needed to plan a low risk and cost-effective Winter Work Programme, the Board remains reasonably confident that the debt facility can be secured and is working closely with the Lender to this end.

As at the date of this Circular, H2P has an interest in a total of 33,103,569 Ordinary Shares representing approximately 72.21 per cent of the total voting rights of the Company. Following completion of the Subscription H2P will have a resultant interest in a total of 61,719,431 Ordinary Shares representing approximately 82.89 per cent of the Ordinary Shares in issue immediately following the Admission of the Subscription Shares.

Related Party Transaction

H2P is a substantial shareholder in the Company and therefore the Subscription constitutes a related party transaction in accordance with AIM Rule 13. The independent Non-Executive Directors for these purposes, having consulted with the Company's Nominated Adviser, consider the terms of the Subscription by H2P, as a related party, to be fair and reasonable insofar as all of Cabot's shareholders are concerned.

Admission of the Subscription Shares

The Company has applied for the Subscription Shares to be admitted to trading on AIM. These shares will rank pari passu with existing ordinary shares in all respects. Subject to shareholder approval at the Extraordinary General Meeting, it is anticipated that Admission will become effective and dealings in the Subscription Shares will commence at 8.00 a.m. on 26 November 2019.

Notice of Extraordinary General Meeting

The Company is therefore seeking Shareholders' approval of the Cancellation and the Re-registration, as well as the issue of the Subscription Shares, at the Extraordinary General Meeting which has been convened for 11:00 a.m. on 25 November 2019 at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT.

A copy of the expected timetable and letter from James Dewar, Interim Non-Executive Chairman of Cabot, is set out below.

Unless otherwise indicated, all defined terms in this announcement shall have the same meaning as described in the Circular.

-Ends-

Enquiries:

 
Cabot Energy Plc                          [phone] 
James Dewar, Interim Non-Executive 
 Chairman 
 Scott Aitken, CEO 
 Petro Mychalkiw, CFO 
 
SP Angel Corporate Finance LLP            [phone] 
Nominated Adviser and Broker 
David Hignell, Richard Hail, Richard 
 Redmayne 
 
Luther Pendragon                          [phone] 
Financial PR 
Harry Chathli, Alexis Gore, Joe Quinlan 
 

Note to Editors:

Cabot Energy Plc (AIM: CAB) is an oil and gas company focussed on creating predictable production growth in Canada. Comprehensive information on Cabot and its oil and gas operations, including press releases, annual reports and interim reports are available from Cabot's website: www.cabot-energy.com

EXPECTED TIMETABLE OF PRINCIPAL EVENTS (1) (2)

 
 Notice provided to the London Stock Exchange             29 October 2019 
  to notify it of the proposed Cancellation 
 Publication and posting of the Circular                  8 November 2019 
                                               -------------------------- 
 Latest time and date for receipt of online     11.00 a.m. on 21 November 
  proxy votes or completed Forms of Proxy                            2019 
  in respect of the Extraordinary General 
  Meeting 
                                               -------------------------- 
 Extraordinary General Meeting                  11.00 a.m. on 25 November 
                                                                     2019 
                                               -------------------------- 
 Expected date of Admission and dealings         8.00 a.m. on 26 November 
  in the Subscription Shares to commence                             2019 
  on AIM 
                                               -------------------------- 
 Expected last day of dealings in Ordinary                2 December 2019 
  Shares on AIM 
                                               -------------------------- 
 Expected date of Cancellation(3)                 7.00 a.m. on 3 December 
                                                                     2019 
                                               -------------------------- 
 Expected date of Re-registration(4)                  By 30 December 2019 
                                               -------------------------- 
 

Notes:

   (1)    All of the times referred to in this Circular refer to London time, unless otherwise stated. 

(2) Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service and/or the Company's website.

(3) The Cancellation requires the approval of not less than 75% of the votes cast by Shareholders at the Extraordinary General Meeting.

(4) The Re-registration requires the approval of not less than 75% of the votes cast by Shareholders at the Extraordinary General Meeting.

Dear Shareholder,

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Re-registration as a private limited company

Adoption of New Articles

Subscription of 28,615,862 new Ordinary Shares to raise US$0.7 million

and

Notice of Extraordinary General Meeting

   1.     Introduction 

As announced by the Company on 29 October 2019, the Board has concluded that it is in the best interests of the Company and its Shareholders to cancel the admission of the Company's Ordinary Shares to trading on AIM. Pursuant to Rule 41 of the AIM Rules, the Company (through its nominated adviser, SP Angel) has notified the London Stock Exchange of the date of the proposed Cancellation.

The Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the Extraordinary General Meeting, notice of which is set out in Part IV of this Circular.

The Directors have also concluded that it is in the best interests of the Company and its Shareholders for the Company to re-register as a private company and adopt the New Articles following the Cancellation. The Re-registration and adoption of New Articles are conditional upon the Cancellation becoming effective and the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the Extraordinary General Meeting.

The Company is therefore seeking Shareholders' approval of the Cancellation and the Re-registration, as well as the issue of the Subscription Shares, at the Extraordinary General Meeting which has been convened for 11:00 a.m. on 25 November 2019 at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT.

The purpose of this Circular is to:

(a) provide you with the details of the Subscription and why the Directors unanimously consider the Subscription to be in the best interests of the Company and its Shareholders as a whole;

(b) provide you with the information on the background to and reasons for the Cancellation and the Re-registration, explain the consequences of the Cancellation and the Re-registration and why the Directors unanimously consider the Cancellation and the Re-registration to be in the best interests of the Company and its Shareholders as a whole; and

   (c)        seek Shareholders' approval for the Resolutions. 

The Notice of the Extraordinary General Meeting is set out in Part IV of this Circular.

   2.     Details of the Subscription 

As announced by the Company on 19 September 2019, the Company has entered into an agreement with H2P to raise US$350,000 gross (GBP280,000), before expenses, by way of a subscription of new Ordinary Shares pursuant to the Tranche 1 Subscription. The issue price of the Tranche 1 Subscription Shares was to be fixed at the issue price of new Ordinary Shares to be offered pursuant to a proposed open offer to Shareholders. As announced on 29 October 2019, the Company will not now be proceeding with an open offer, as the Company believes that the open offer transaction fees and costs will outweigh the expected open offer proceeds. Accordingly, the Company and H2P have agreed that the Subscription Price for the Tranche 1 Subscription shall be 1.929 pence per share, being the Company's average closing price between 29 October 2019 and 6 November 2019 (inclusive) and accordingly 14,515,292 Tranche 1 Subscription Shares shall be issued to H2P. Whilst the subscription proceeds for the Tranche 1 Subscription have been received in full, H2P has not yet been issued with the Tranche 1 Subscription Shares as the issue of these shares is conditional upon Shareholders passing Resolutions 3 and 4 at the Extraordinary General Meeting in order to authorise the Directors to issue such shares.

H2P has also now agreed to subscribe for an additional tranche of Ordinary Shares to the value of US$350,000 gross (GBP272,000), before expenses, by way of a subscription of 14,100,570 new Ordinary Shares at the Subscription Price. The issue of the Trance 2 Subscription Shares to H2P pursuant to the Tranche 2 Subscription is also conditional upon Shareholders passing Resolutions 3 and 4 at the Extraordinary General Meeting.

The proceeds of the Subscription will allow the Company to proceed with its Summer Work Programme, as first announced by the Company on 2 September 2019, and will provide the Company with sufficient liquidity until early December 2019, at which time the Company intends to approach Shareholders again for further funding. H2P has confirmed to the Board its intention to provide the Company with the financial support needed to complete the Summer Work Programme and as required to secure the C$5 million asset-based term loan facility (the "Loan") from a Calgary-based private energy lender (the "Lender"). The Loan, which remains subject to the satisfaction of customary conditions precedent, including the completion of the Lender's due diligence, will be used to commence a Winter Work Programme, as first announced by the Company on 2 September 2019. It is anticipated that the first Loan advance of C$2.5 million will now be drawn down during January 2020 and the second advance of C$2.5 million is likely to be drawn down during March 2020. Whilst this represents a short delay in drawing down the Loan, reflecting the additional time needed to plan a low risk and cost-effective Winter Work Programme, the Board remains reasonably confident that the debt facility can be secured and is working closely with the Lender to this end.

As at the date of this Circular, H2P has an interest in a total of 33,103,569 Ordinary Shares representing approximately 72.21 per cent of the total voting rights of the Company. Following completion of the Subscription H2P will have a resultant interest in a total of 61,719,431 Ordinary Shares representing approximately 82.89 per cent of the Ordinary Shares in issue immediately following the Admission of the Subscription Shares.

The Company has applied for the Subscription Shares to be admitted to trading on AIM. If Resolutions 3 and 4 are passed at the Extraordinary General Meeting, it is anticipated that Admission will become effective and dealings in the Subscription Shares will commence at 8.00 a.m. on 26 November 2019.

   3.     Background and reasons for Cancellation 

As announced by the Company on 29 October 2019, the Directors have conducted a careful review of the benefits and drawbacks to the Company and the Shareholders in retaining the Company's quotation on AIM and believe that the Cancellation is in the best interests of the Company and the Shareholders as a whole.

In reaching this conclusion, the Board has consulted certain Shareholders and has considered the following key factors, amongst others:

(a) the Board believes that the Company is unlikely to attract material investment from third party equity investors (i.e. investors with no current connection to the Company) in these current market conditions. The Board believes this is largely due to historical challenges faced by the Company as well as a drop in investment "appetite" in oil and gas companies globally, specifically fossil fuels;

(b) in order to put the Company in a position whereby providers of finance may be more inclined to advance funds, the Board believes that a material reduction in corporate overheads is required. Hence the Board is of the view that for the foreseeable future, the considerable cost, management time and the legal and regulatory obligations associated with maintaining the Company's admission to trading on AIM are materially disproportionate to the benefits to the Company. The Company has estimated that a delisting could save Cabot up to approximately US$1 million per annum in overhead and transaction costs. This is significant for all Shareholders given the Company's current market capitalisation and the Board believes that these funds could be better invested in the workover programmes and production improvements that are the basis for future growth;

(c) the current shareholding structure of Cabot is such that the Company has a limited free float and liquidity in the Ordinary Shares, with the consequence that the AIM quotation does not offer investors the opportunity to trade in meaningful volumes or with frequency within an active market;

(d) the Board also believes that a delisting could allow for a period of restructuring, cost reduction and general repositioning of Cabot that would benefit all shareholders in the longer term. Following this period of restructuring, the Board could be in a better position to consider re-listing the Company in the future, in London or elsewhere;

(e) even after the Cancellation, the Board is committed to continued corporate governance procedures for the protection of all Shareholders and investors; and

(f) the Board believes that it can make satisfactory arrangements for Shareholders to freely transfer their shares periodically via an auction-based secondary market trading facility (see paragraph 8 of this Part for further details).

Following careful consideration, the Board has concluded that it is in the best interests of the Company and Shareholders to seek the proposed Cancellation at the earliest opportunity in line with AIM Rule 41.

   4.     Process for, and principal effects of, the Cancellation 

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.

Under the AIM Rules, the Company is required to give at least 20 clear Business Days' notice of Cancellation. Additionally, Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution.

If the Cancellation Resolution is passed at the Extraordinary General Meeting, it is proposed that the last day of trading in Ordinary Shares on AIM will be 2 December 2019 and that the Cancellation will take effect at 7.00 a.m. 3 December 2019.

The Independent Directors believe that the proposed Cancellation is in the best interests of the Company and all Shareholders. As such, the Independent Directors in their sole discretion, have waived the restriction imposed by the Relationship Agreement between Cabot and the Company's majority shareholder High Power Petroleum LLC ("H2P") to allow H2P to vote on the Cancellation at the Extraordinary General Meeting.

Should the Cancellation Resolution not be passed by Shareholders, it is the strong belief of the Independent Directors that the Company will not be able to rely upon the continued financial support of H2P. As described in paragraph 3 of Part I, the Board believes that the Company is unlikely to attract material investment from third party equity investors in these current market conditions. On that basis, should the Cancellation Resolution not be passed by Shareholders the Company may not be able to continue operations and trading in the Ordinary Shares would be at risk of suspension.

The principal effects of the Cancellation will be that:

(a) there will no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM (or any other recognised market or trading exchange);

(b) however, the Ordinary Shares will remain freely transferable and an auction-based secondary market trading facility is intended to be set up through Asset Match Limited for a period following Cancellation (see paragraph 8 below for further details). Notwithstanding this, the Ordinary Shares may be more difficult to sell compared to shares of companies traded on AIM;

(c) it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;

(d) the Company will no longer be subject to the AIM Rules and, accordingly, Shareholders will no longer be afforded the protections given by the AIM Rules. In particular, the Company will not be bound to:

   --      make any public announcements of material events, or to announce interim or final results; 
   --      comply with any of the corporate governance practices applicable to AIM companies; 
   --      announce substantial transactions and related party transactions; or 

-- comply with the requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business;

   (e)        the Company will cease to retain a nominated adviser and broker; and 

(f) the Cancellation might have either positive or negative taxation consequences for Shareholders (Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately).

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

The Company currently intends that it will continue to provide certain facilities and services to Shareholders that they currently enjoy as shareholders of an AIM company following the proposed Cancellation. It is intended that the Company will continue to:

(a) communicate information about the Company (including annual accounts) to its Shareholders, as required by law; and

(b) maintain its website, https://www.cabot-energy.com and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 or to update the website as required by the AIM Rules.

   5.     Re-registration 

Following the proposed Cancellation, the Board believes that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower overhead costs associated with private limited company status. It is therefore proposed to re-register the Company as a private limited company.

In connection with the Re-registration, it is proposed that the New Articles be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised in Part II of this Circular.

Subject to and conditional upon the Cancellation and the passing of the Re-registration Resolution, application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration. The Registrar of Companies will not issue the certificate of incorporation on Re-registration until the Registrar of Companies is satisfied that no valid application can be made to cancel the resolution to re-register as a private limited company.

If the Cancellation Resolution and the Re-registration Resolution are passed at the Extraordinary General Meeting and the Registrar of Companies issues a certificate of incorporation on Re-registration, it is anticipated that the Re-registration will become effective by 30 December 2019.

   6.     Process for Cancellation and Re-registration 

Under the AIM Rules, it is a requirement that Cancellation must be approved by not less than 75 per cent. of votes cast by shareholders at a general meeting. Accordingly, the Notice of Extraordinary General Meeting set out in Part IV of this Circular contains a special resolution (Resolution number 1) to approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 Business Days prior to such date. In accordance with AIM Rule 41, the Directors (through the Company's nominated adviser, SP Angel) have notified the London Stock Exchange of the Company's intention, subject to the Cancellation Resolution being passed at the Extraordinary General Meeting, to cancel the Company's admission of the Ordinary Shares to trading on AIM on 3 December 2019.

Under the Companies Act 2006, it is a requirement that re-registration and adoption of new articles of association must be approved by not less than 75 per cent. of votes cast by shareholders at a general meeting. Accordingly, the Notice set out in Part IV of this Circular contains a special resolution (Resolution number 2) to approve the Re-registration and adoption of the New Articles.

   7.     Transactions in the Ordinary Shares post the proposed Cancellation 

Shareholders should note that they are able to trade in the Ordinary Shares on AIM prior to the Cancellation.

The Board is aware that the proposed Cancellation, should it be approved by Shareholders at the Extraordinary General Meeting, would make it more difficult to buy and sell Ordinary Shares in the Company following the Cancellation. Therefore, the Company has arranged a secondary market trading facility to assist Shareholders to trade in the Ordinary Shares, and this will be put in place from the day of Cancellation.

   8.     Secondary market trading facility 

The secondary market trading facility will be provided by Asset Match and will be reviewed on an annual basis. This facility will allow existing shareholders of the Company, and new investors, to trade Ordinary Shares by matching buyers and sellers through periodic auctions. Asset Match operates an open auction system where volumes of bids and offers at different prices are displayed on its website together with the closing date of the auction. At the end of each auction period Asset Match passes this information through a non-discretionary algorithm that determines a "fair" share price based on supply and demand and allocates transactions accordingly. Bids and offers may be made and withdrawn at any time before the closing date of each auction.

Shareholders will continue to be able to hold their shares in uncertificated form (i.e. in CREST) and should check with their existing stockbroker whether they are willing or able to trade in unquoted shares. Shareholders wishing to trade shares through Asset Match must do so through a stockbroker and a comprehensive list of stockbrokers who have signed up to access the Asset Match platform is available on request.

Should the Cancellation become effective the Company will put in place the secondary market trading facility and details will be made available to Shareholders on the Company's website at https://www.cabot-energy.com and directly by letter or e-mail (where appropriate).

Further information about the secondary market trading facility, including indicative prices and a history of transactions, will be available on the Asset Match website which is located at www.assetmatch.com.

Should Cancellation proceed, Shareholders may contact Asset Match in relation to any queries regarding trading via the secondary market trading facility by emailing [e-mail].

   9.     Takeover Code 

Notwithstanding the Cancellation and Re-registration, under the Takeover Code the Company will continue to be subject to its terms for a period of 10 years following the Cancellation (subject to the Re-registration occurring). However, the Takeover Code may cease to apply earlier, if a majority of the Directors cease to be resident in the UK, Channel Islands or Isle of Man.

Under Rule 9 of the Takeover Code, when any person or group of persons acting in concert, individually or collectively, are interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company but do not hold shares carrying more than 50 per cent. of the voting rights of a company and such person or any person acting in concert with him acquires an interest in any other shares, which increases the percentage of the shares carrying voting rights in which he is interested, then that person or group of persons is normally required by the Panel to make a general offer in cash to all shareholders of that company at the highest price paid by them for any interest in shares in that company during the previous 12 months. Rule 9 of the Takeover Code further provides that where any person, together with persons acting in concert with him, holds over 50 per cent. of the voting rights of a company to which the Takeover Code applies and acquires additional shares which carry voting rights, then that person will not generally be required to make a general offer to the other shareholders to acquire the balance of the shares not held by that person or his concert parties. At the date of this Circular, H2P holds an interest in 33,103,569 Ordinary Shares representing 72.2 per cent of the existing issued Ordinary Shares and voting rights in the Company. Accordingly, H2P is able to acquire further interests in Ordinary Shares without incurring any obligation under Rule 9 to make a general offer.

Following the expiry of the 10 year period from the date of the Cancellation (subject to the Re-registration occurring), or such other date on which the Takeover Code ceases to apply to the Company, the Company will no longer be subject to the provisions of the Takeover Code. A summary of the protections afforded to Shareholders by the Takeover Code which will be lost is set out in Part III of this Circular.

   10.   Relationship Agreement 

Once the Cancellation becomes effective, a number of the undertakings given by H2P in the Relationship Agreement will cease to be relevant. Further, from the date of the Cancellation, the Company will no longer be required to have a nominated adviser and therefore the undertakings given in favour of SP Angel will cease to be of any effect. The Board has therefore concluded that the interests of the Company's minority Shareholders are better served by terminating the Relationship Agreement effective from the date of the Cancellation and instead including in the New Articles provisions which reserve certain matters for the approval of a majority of Shareholders holding 75% of the voting rights attaching to the Ordinary Shares. These reserved matters effectively address undertakings contained in the Relationship Agreement concerning the approval of the amendment of the Company's articles of association, transactions between the Company and H2P (and other related parties) and the appointment and removal of directors. Further details of the matters to be reserved to Shareholders in the New Articles can be found in Part II of this Circular.

Shareholders should also note that upon termination of the Relationship Agreement H2P will cease to have the benefit of provisions which entitle it to appoint two directors to the board of directors of the Company and pre-emption rights on future fundraisings.

   11.   Related Party Transaction 

H2P is a substantial shareholder of the Company and therefore regarded as a related party as defined by the AIM Rules. The subscription for new Ordinary Shares by H2P pursuant to the terms of the Subscription is therefore deemed to be a related party transaction for the purposes of Rule 13 of the AIM Rules.

The Independent Directors, being James Dewar, Rachel Maguire and Paul Lafferty consider, having consulted with the Company's Nominated Adviser, that the terms of the Subscription by H2P are fair and reasonable insofar as Shareholders are concerned.

   12.   Application for Admission 

Application will be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM conditional on Resolutions 3 and 4 being passed at the Extraordinary General Meeting. The Subscription Shares are expected to be admitted to AIM and commence trading at 8.00 a.m. on 26 November 2019. Immediately following Admission and the issue of the Subscription Shares the Company will have 74,460,984 Ordinary Shares in issue.

The Subscription Shares will rank pari passu in all respects with the existing Ordinary Shares including the right to receive all dividends and other distributions declared, paid or made after the date of issue of the Subscription Shares.

If the Cancellation Resolution is passed at the Extraordinary General Meeting, it is proposed that the last day of trading in Ordinary Shares on AIM will be 2 December 2019 and that the Cancellation will take effect at 7.00 a.m. 3 December 2019.

   13.   Extraordinary General Meeting 

The Extraordinary General Meeting will be held at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT commencing at 11.00 a.m. on 25 November 2019. The resolutions to be proposed at the Extraordinary General Meeting are as follows:

   (a)        special resolution to approve the Cancellation (Resolution 1); 

(b) special resolution to approve the Re-registration and adoption of the New Articles (Resolution 2), subject to and conditional upon the Cancellation becoming effective;

(c) ordinary resolution to grant the Directors authority to allot Ordinary Shares in connection with the Subscription and otherwise up to an aggregate nominal amount of GBP372,304.92 (being equal to approximately 50% of the nominal value of the enlarged issued share capital of the Company following the issue of the Subscription Shares) (Resolution 3); and

(d) special resolution to disapply statutory pre-emption rights to empower the Directors to allot equity securities pursuant to the power conferred by Resolution 3 on a non-pre-emptive basis (Resolution 4). Resolution 4 will be subject to and conditional upon the passing of Resolution 3.

   14.   Action to be taken 

A Form of Proxy for use in connection with the Extraordinary General Meeting is enclosed with this Circular. Whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete, sign and return a Form of Proxy in accordance with the instructions printed thereon so as to be received by the Registrar, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD, not later than 11.00 a.m. on 21 November 2019. Completion and return of a Form of Proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting, if you wish to do so.

   15.   Recommendation 

For the reasons noted above, the Directors consider that the Resolutions to be put to the meeting are in the best interests of the Company and its Shareholders as a whole and therefore unanimously recommend that you vote in favour of all of the Resolutions to be proposed at the Extraordinary General Meeting, as Paul Lafferty, currently the only Shareholding Director, intends to do in respect of his own holding of 108,027 Ordinary Shares, representing approximately 0.24 per cent. of the Company's issued share capital as of the date of this Circular.

Yours faithfully,

J D Dewar

Interim Non-Executive Chairman

Cabot Energy plc

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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November 08, 2019 02:00 ET (07:00 GMT)