AIM Schedule One Update - United OIl & Gas PLC (5090A)

TIDMUOG

RNS Number : 5090A

AIM

22 January 2020

 
         ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
          IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                     RULES") 
 
 COMPANY NAME: 
 
   UNITED OIL & GAS PLC ("UOG", "United" or the "Company") 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
   Registered office address: 
   200 Strand 
   London 
   WC2R 1DJ 
 
   Trading address: 
   9 Upper Pembroke Street 
   Dublin 2 
   Ireland 
 COUNTRY OF INCORPORATION: 
 
   England and Wales 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
   www.uogplc.com 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
 
   United is an oil and gas exploration and development company 
   established in 2015 with its ordinary shares admitted to trading 
   on AIM in March 2019, and which originally had been brought 
   to the Official List (Standard Segment) in July 2017 by way 
   of a reverse takeover of Senterra Energy plc. 
 
   The Company's stated strategy is to build a portfolio of production, 
   development and low-risk appraisal/exploration oil and gas 
   assets in Europe and the Greater Mediterranean area, whilst 
   remaining alert for exceptional growth opportunities on a global 
   basis - primarily in the Caribbean, Latin America and Africa. 
 
   On 23 July 2019, the Company announced that it had entered 
   into a binding conditional sale and purchase agreement with 
   Rockhopper Exploration PLC ("Rockhopper PLC") to acquire the 
   entire issued share capital of Rockhopper Egypt Pty Limited 
   ("Rockhopper Egypt") which owns a 22 per cent. non-operated 
   interest in the Abu Sennan Concession and associated development 
   leases in Egypt, with an effective date of 1 January 2019 (the 
   "Acquisition"). 
 
   The Abu Sennan Concession, which lies in the Western Dessert 
   of Egypt, is governed by a production sharing contract. Seven 
   development leases have been awarded covering the eight fields 
   that have been discovered and put into production. An exploration 
   licence covers the rest of the concession area. 
 
   The consideration for the Acquisition is US$16 million (approximately 
   GBP12.2 million) and a deposit of US$0.3 million has been paid 
   on signing and the balance of US$15.7 million is to be satisfied 
   as to US$11.2 million in cash and US$4.5 million in new Ordinary 
   Shares. 
 
   As the Acquisition constitutes a reverse takeover transaction 
   under AIM Rule 14, the Company has on 6 December published 
   and posted a Circular comprising an AIM Admission Document, 
   amongst other things, seeking the approval of Shareholders 
   at a general meeting for admission of the Company's ordinary 
   shares to trading on AIM following completion of the Acquisition. 
 
   The Acquisition was approved by Shareholders on 23 December 
   2019. 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
 
   Number of ordinary shares of GBP0.01 each ("Ordinary Shares") 
   for which Admission is being sought: 619,153,969 
 
   There are no restrictions as to the transferability of the 
   Ordinary Shares. 
 
   The price of the securities at last close of trading on AIM 
   prior to suspension on 23 July 2019 was 4.05 pence per Ordinary 
   Share. The issue price of the new Ordinary Shares is 3 pence. 
 
   No Ordinary Shares are or will be held in treasury on Admission. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 
   Capital to be raised on Admission: GBP4.77million (approximately 
   US$6.25 million) 
 
   Anticipated market capitalisation on Admission GBP18.5 million 
   (at the issue price of 3p) 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   21.5% 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
 
   None 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
 
   Alan Graham Martin, Non-Executive Chairman 
   Brian Edward Andrew Larkin, Chief Executive Officer 
   Jonathan James Leather, Chief Operating Officer 
   David Thomas Patrick Quirke, Chief Financial Officer 
   Alberto Cattaruzza, Non-Executive Director 
 
   For as long as Rockhopper PLC holds 10% or more of the entire 
   issued ordinary share capital of the Company it is entitled 
   to appoint a director to the Board subject to the regulatory 
   approval of the Company's Nominated Adviser. 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
 
   Before: As far as the Company is aware, at the time of suspension 
   only Douglas John Wright with 11,067,500 Ordinary Shares representing 
   3.2% of the Company's Ordinary Share Capital had a notifiable 
   interest in the Company. 
 
   After: On Admission Rockhopper PLC will be interested in 114,503,817 
   Ordinary Shares representing 18.5% of the Enlarged Ordinary 
   Share Capital. The Company is not aware of any other individual 
   shareholders with an interest in 3% or more of the Enlarged 
   Ordinary Share Capital on Admission. 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
   Shard Capital Partners LLP in respect of an introducer agreement 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
 
             (i) 31 December 
             (ii) - Accountants' report on Rockhopper Egypt historical financial 
             information for the year ended 31 December 2018 along with 
             comparatives for the periods ended 31 December 2017 and 31 
             December 2016 and also unaudited half-yearly accounts for the 
             six-month period ended 30 June 2019 along with comparatives 
             for the period ended 30 June 2018 and audited year to 31 December 
             2018 
             - Accountants' report on the existing group historical financial 
             information for the year ended 31 December 2018 along with 
             comparatives for the periods ended 31 December 2017 and 31 
             December 2016 and also unaudited half-yearly accounts for the 
             six-month period ended 30 June 2019 along with comparatives 
             for the period ended 30 June 2018 and audited year to 31 December 
             2018 
             - Accountant's report on the pro forma net assets of United 
             as at 31 December 
             2018 
             (iii) 30 June 2020 (annual accounts for the year ended 31 December 
             2019) 
             30 September 2020 (half-yearly accounts for the six-month period 
             ended 30 June 2020) 
             30 June 2021 (annual accounts for the year ended 31 December 
             2020) 
 EXPECTED ADMISSION DATE: 
 
   Mid-February 2020 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   Beaumont Cornish Limited 
   10th Floor 
   30 Crown Place 
   London 
   EC2A 4EB 
 NAME AND ADDRESS OF BROKER: 
 
   Joint Brokers: 
 
   Optiva Securities Limited 
   49 Berkeley Square 
   Mayfair 
   London EC2A 4EB 
 
   Cenkos Securities PLC 
   6.7.8 Tokenhouse Yard 
   London EC2R 7AS 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
 
   The AIM Admission Document, which contains full details of 
   the applicant and admission of its securities, is available 
   from the Company's registered office at 200 Strand, London 
   WC2R 1DJ during normal business hours on any weekday (Saturdays 
   and public holidays excepted). An electronic version is available 
   to download from the Company's website: www.uogplc.com 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   QCA Corporate Governance Code 
 DATE OF NOTIFICATION: 
 
   22 January 2020 
 NEW/ UPDATE: 
 UPDATE 
 

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January 22, 2020 03:00 ET (08:00 GMT)