Victoria Oil & Gas PLC Publication of Circular and Notice of GM (8054J)

TIDMVOG

RNS Number : 8054J

Victoria Oil & Gas PLC

26 August 2021

26 August 2021

Victoria Oil & Gas Plc

("VOG" or "the Company")

Proposed Approval of Waiver of Obligations Under Rule 9 of the Takeover Code

Publication of Circular and Notice of General Meeting

On 18 June 2021, the Company announced that it had entered into a definitive financing agreement with Meridian Capital (HK) Limited ("MCL") (the "Loan Agreement") to raise maximum gross proceeds of US$7.5 million through the issue of two series of unsecured loan notes (the "A Loan Notes" and the "B Loan Notes", together the "Loan Notes").

The B Loan Notes have a principal amount of US$4.2 million, which can be drawn down in tranches at the Company's option. Any amounts drawn down under the B Loan Notes and interest thereon will be convertible, wholly or partially, into new Ordinary Shares, at MCL's option, from the first anniversary of signing the Loan Agreement and on certain other specified events.

MCL is owned equally by Askar Alshinbayev and Yevgeniy Feld, and is an associate of Askar Alshinbayev and YF Finance (a company controlled by Mr Alshinbayev), all of whom are presumed to be acting in concert as defined in the Takeover Code (collectively, the "Concert Party"). The Takeover Panel has agreed to waive the obligation of the Concert Party to make a general offer that would otherwise arise as a result of the conversion of the B Loan Notes into new Ordinary Shares under the Loan Agreement, subject to the approval of the Independent Shareholders (to be taken on a poll) at a general meeting of the Company (the "Whitewash Resolution").

Accordingly, VOG is pleased to announce that a shareholder circular (the "Circular") was posted to shareholders yesterday containing information on the terms of the Loan Agreement, the Concert Party and current and potential shareholdings of the Concert Party. The Circular also includes a notice convening a General Meeting of the Company (the "General Meeting") and a Form of Proxy. At the General Meeting the Whitewash Resolution will be proposed to approve the Rule 9 Waiver in respect of the Concert Party for the issuing and future conversion of the B Loan Notes into new Ordinary Shares. The General Meeting will be held at 200 Strand, London WC2R 1DJ on 10 September 2021 at 11:00 a.m.

The expected timetable of principal events and the Chairman's statement from the Circular are set out below. Unless otherwise indicated, all defined terms in this announcement shall have the same meaning as described in the Circular.

For further information, please visit www.victoriaoilandgas.com or contact:

Victoria Oil & Gas Plc

Roy Kelly/Rob Collins Tel: [phone]

Strand Hanson Limited (Nominated and Financial Adviser)

Rory Murphy / James Dance Tel: [phone]

Shore Capital Stockbrokers Limited (Joint Broker)

   Toby Gibbs / Mark Percy (corporate advisory)                          Tel: [phone] 

Jerry Keen (corporate broking)

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Publication of the Circular and Form                    25 August 2021 
  of Proxy 
 Latest time and date for receipt of          11.00 a.m. on 8 September 
  Forms of Proxy                                                   2021 
 General Meeting                             11.00 a.m. on 10 September 
                                                                   2021 
 Announcement of result of General Meeting            10 September 2021 
 

Notes:

1. Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to the Shareholders by announcement through a regulatory information service.

   2.     All of the above times refer to London time unless otherwise stated. 

LETTER FROM THE CHAIRMAN OF VICTORIA OIL & GAS PLC

(incorporated in England & Wales with registration number 05139892)

Directors

Registered Office

Roger Kennedy Non-Executive Chairman 200 Strand

Roy Kelly Chief Executive Officer London

   Robert Collins                              Chief Financial Officer 

WC2R 1DJ

   John Daniel                                  Non-Executive Director 

25 August 2021

To the holders of Ordinary Shares

Dear Shareholder,

PROPOSED APPROVAL OF WAIVER OF OBLIGATIONS UNDER RULE 9 OF THE TAKEOVER CODE NOTICE OF GENERAL MEETING

Introduction

On 18 June 2021, the Company announced that it had entered into a definitive financing agreement with MCL (the "Loan Agreement") to raise maximum gross proceeds of US$7.5 million, through the issue of two series of unsecured loan notes (the A Loan Notes and B Loan Notes), which each have a term of two years and attract interest at 10 per cent. per annum accruing daily and compounding monthly (together the "Loan Notes").

The A Loan Notes, which have a principal amount of US$3.3 million and have no conversion rights, were fully drawn down by the Company following its entry into the Loan Agreement.

The B Loan Notes have a principal amount of US$4.2 million, which can be drawn down in tranches at the Company's option. Any amounts drawn down under the B Loan Notes and interest thereon will be convertible, wholly or partially, into new ordinary shares of GBP0.005 each in the capital of the Company ("Ordinary Shares"), at MCL's option, from the first anniversary of signing the Loan Agreement and on certain other specified events.

The conversion price is GBP0.078 per new Ordinary Share, which represents a 30 per cent. premium to the volume weighted average trading price of the Company's Ordinary Shares as traded on AIM over the 10-day period immediately before the date of entry into the Loan Agreement. The conversion price represents a premium of approximately 120 per cent. to the closing middle market price for the Company's Ordinary Shares at the 24 August 2021 ("Last Practicable Date").

MCL is owned equally by Askar Alshinbayev and Yevgeniy Feld, and is an associate of Askar Alshinbayev and YF Finance (a company controlled by Mr Alshinbayev), all of whom are presumed to be acting in concert as defined in the Takeover Code (collectively, the "Concert Party"). As at the date of this announcement, the Concert Party holds, in aggregate, 60,913,330 Ordinary Shares, representing approximately 23.48 per cent. of the issued share capital of the Company.

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 (the "Latest Conversion Date") 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) (the "Earliest Conversion Date") 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).

Accordingly, under most reasonable scenarios, assuming full draw down and conversion of B Loan Notes and that no other Ordinary Shares are issued prior to conversion, the Concert Party's maximum holding is likely to be between 30 per cent. and 50 per cent. of the issued share capital in issue following conversion of the B Loan Notes. Accordingly, the Company's ability to draw down the facility under the B Loan Notes is conditional on Independent Shareholders passing the Whitewash Resolution approving a waiver of the obligation for the Concert Party to make a general offer pursuant to Rule 9 of the Takeover Code that would otherwise arise in the event that the Concert Party were to convert the B Loan Notes.

A General Meeting is to be held at the offices of the Company at 200 Strand, London WC2R 1DJ at 11.00 a.m. on 10 September 2021. The General Meeting is being convened to consider and if thought fit approve the Resolutions including the Whitewash Resolution.

The Board strongly encourages all Independent Shareholders to vote on the Resolution 1 and all Shareholders to vote on Resolutions 2 and 3 to be proposed at the General Meeting by proxy before the deadline of 11.00 a.m. on 8 September 2021. Shareholders are encouraged to appoint the Chair of the General Meeting as their proxy.

At the time of writing, the Company understands that legal restrictions on social contact arising from the Covid-19 pandemic have been largely lifted. However, the public is being urged to exercise caution and an increase in infections is possible over the summer. During this time, whilst the Company is not expecting to be legally restricted in terms of attendance and safety measures at the General Meeting, the health of the Company's Directors and staff, shareholders and other users of the offices is paramount. Accordingly, the Board urges Shareholders to consider whether travelling to and attending the General Meeting is necessary in the circumstances. In any event, attendees will be required to wear face coverings and maximise distances between themselves and other attendees. To further reduce transmission risk at the General Meeting, there will be no refreshments and no "mingling" with the Board. The Company will provide an update via RNS should any attendance arrangements need to be altered in advance of the General Meeting.

The Company will arrange for a quorum to be present in person at the General Meeting to enable the business to be transacted and the Chairman will propose that votes be conducted on a poll to ensure that all votes are counted.

The purpose of this announcement is to explain the background to, and the reasons for, the Resolutions and to explain why the Board considers the Resolutions to be in the best interests of the Company and its Shareholders as a whole, and why the Directors recommend that you vote in favour of the Resolutions.

The Takeover Code

The Takeover Code is issued and administered by the Takeover Panel. The Takeover Code applies to all takeover and merger transactions, however effected, where the offeree company is, among other things, a listed or unlisted public company resident in the United Kingdom, the Channel Islands or the Isle of Man (and to certain categories of private limited companies). The Company is a public company whose Ordinary Shares are admitted to trading on AIM, and its Shareholders are therefore entitled to the protections afforded by the Takeover Code.

Under Rule 9 of the Takeover Code, any person who acquires an interest in shares (as such term is defined in the Takeover Code) which, taken together with the shares in which such person and persons acting in concert with them are interested, carry 30 per cent. or more of the voting rights in a company that is subject to the Takeover Code, is normally required to make a general offer to all of the remaining shareholders to acquire their shares. Similarly, when any person, together with persons acting in concert with them, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights but does not hold shares carrying more than 50 per cent. of the voting rights of such a company, a general offer will normally be required if any further interests in shares are acquired which increases the percentage of shares carrying voting rights by any such person. Such an offer would have to be made in cash at a price not less than the highest price paid by such person, or by any member of the group of persons acting in concert with such person, for any interest in shares in the company during the 12 months prior to the announcement of the offer.

The Concert Party

Under the Takeover Code, a concert party arises when persons, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of, or frustrate the successful outcome of an offer for, the Company. Control means an interest or interests in shares carrying in aggregate 30 per cent. or more of the voting rights of a company irrespective of whether the interest or interests give de facto control.

The following persons are considered to be acting in concert (as defined in the Takeover Code) in respect of the Company, and accordingly are collectively referred to herein as the "Concert Party":

   1.       MCL; 

2. Askar Alshinbayev (as a 18.41 per cent. shareholder in the Company, a 50 per cent shareholder of MCL and 100 per cent. shareholder in YF Finance);

   3.       Yevgeniy Feld (as 50 per cent. shareholder of MCL); and 

4. YF Finance (as a 5.07 per cent. shareholder in the Company and owned 100 per cent. by Mr Alshinbayev).

MCL

MCL is an international investment firm, with its headquarters in Hong Kong, which invests worldwide principally in the consumer goods, real estate, hospitality, infrastructure and natural resources sectors. Its principals, Askar Alshinbayev and Yevgeniy Feld started working together during the 1990s and have been business partners, co-investing in various ventures, since the early 2000s. They are co-founders, and are now the only shareholders, of MCL (together with its affiliates, "Meridian Capital"). The directors of MCL are Askar Alshinbayev, Yevgeniy Feld and Miguel C. Soto. MCL's website address is: www.meridiancapitallimited.com.

MCL is not required to publish financial information and there is no financial information relating to MCL that is publicly available. There are no current ratings or outlooks publicly accorded to MCL by ratings agencies.

Askar Alshinbayev

Askar Alshinbayev is a 18.41 per cent. shareholder in the Company, a 50 per cent shareholder of MCL and the 100 per cent. shareholder in YF Finance. Mr Alshinbayev graduated with a first-class degree in Operational Management (Computer Control Systems) from the Technical Science Institute in Almaty, Kazakhstan, and held a research post at the Institute's Technical Cybernetics Laboratory. Mr Alshinbayev has over three decades of investment management experience in specialized corporate strategy, M&A, and strategic acquisitions, with a focus on investing in global, emerging and frontier markets. He served as a Managing Director of Kazkommertsbank from 1994 to 2002. He was (among other directorships) a Board Member of Unimilk from 2006 to 2010 and was central to its development into what became the number two dairy company in the Commonwealth of Independent States and thereafter its merger with Danone Russia. After MCL exited the Danone-Unimilk joint venture, Mr Alshinbayev spearheaded Meridian Capital's further investment into the high-growth fast moving consumer goods industry and is currently a Board Member of Food Union which, since it was established in Latvia in 2012, has become one of the largest dairy and ice-cream producing companies in Central and Eastern Europe, and has recently expanded into dairy production in China. Food Union currently exports to over 25 countries. Alongside a range of investments in real estate and hospitality, Mr Alshinbayev has led Meridian Capital's partnership with Extell, one of New York's leading property developers, which has brought to market the International Gem Tower in the heart of New York's Diamond District.

Yevgeniy Feld

Yevgeniy Feld is a 50 per cent. shareholder of MCL. Mr Feld was educated and trained as an economist and has accumulated many years' experience in corporate finance, M&A and investment management, with a particular focus on real estate, transport and infrastructure. As a Managing Director of Kazkommertsbank following the break-up of the Soviet Union, Mr Feld managed the turnaround and restructuring of various state-owned enterprises in accordance with an advisory mandate from the Kazakh State to Kazkommertsbank. Mr Feld now serves as a Principal of MCL, overseeing the management of its diversified portfolio in real estate, hospitality, fast moving consumer goods, infrastructure and natural resources. He was central to the investment into Meridian Capital's largest and most successful projects in the former Soviet Union, including the transformation of an abandoned property site into a world-class shopping mall. This was cited as one of the largest-ever single commercial real estate transactions in Russia when it was sold to Morgan Stanley Real Estate Fund in 2012. Mr Feld has also championed infrastructure, having co-founded Novaport in 2004 and overseen, together with Meridian Capital's partner, its growth into one of the largest regional airport operators in Russia. Novaport has 16 airports, which serviced more than 21.6 million passengers in 2018. The investment in Novaport has since been sold.

After founding MCL in 2002, Mr Alshinbayev and Mr Feld have worked together to grow a global portfolio of investments in a wide range of industry sectors and geographies, with a focus on real estate, consumer goods, hospitality, airport infrastructure and natural resources. On the AIM market, Meridian Capital is also invested in PetroTal Corp, a company which is dual listed on the TSX-V and AIM, with oil and gas assets in Peru.

YF Finance Limited

YF Finance is a 5.07 per cent. shareholder in the Company. YF Finance and Askar Alshinbayev together are the Company's largest shareholder and are currently interested in, in aggregate, 60,913,330 ordinary shares, representing approximately 23.48 per cent. of the Company's existing issued share capital. YF Finance is wholly owned by Mr Askar Alshinbayev and has investments in several other international oil & gas companies. The Directors of YF Finance are Theresa Felix and Audrey Sant-Jean.

YF Finance is not required to publish financial information and there is no financial information relating to YF Finance that is publicly available. There are no current ratings or outlooks publicly accorded to YF Finance by ratings agencies.

Rule 9 Waiver

The Takeover Panel has agreed to waive the obligation of the Concert Party to make a general offer that would otherwise arise as a result of the conversion of the B Loan Notes into new Ordinary Shares under the Loan Agreement, subject to the approval of the Independent Shareholders (to be taken on a poll) at a general meeting of the Company. Accordingly, the Whitewash Resolution is being proposed at the General Meeting to approve the Rule 9 Waiver in respect of the Concert Party for the issuing and future conversion of the B Loan Notes into new Ordinary Shares. Members of the Concert Party will not be entitled to vote on the Whitewash Resolution.

The Concert Party's maximum interest in Ordinary Shares pursuant to the B Loan Note conversion would occur in the situation where the Company draws down the full principal amount under the B Loan Note as soon as possible (i.e. immediately following the Whitewash Resolution being approved) and MCL elects to convert all principal and interest accrued thereon on the Latest Conversion Date, leading to the maximum amount of interest being accrued.

However, given the Company's share price is denominated in pounds sterling and the B Loan Notes are denominated in US dollars, the number of Ordinary Shares ultimately issued to the Concert Party on conversion of the B Loan Notes will vary in line with the prevailing GBP:USD exchange rate, such that a weakening of the pound will result in an increase in the number of new Ordinary Shares issued to MCL on conversion. Accordingly, for illustrative purposes, set out below is a reasonable worst case exchange rate fluctuation where the Concert Party's maximum holding is calculated on the basis that there is a an assumed 10 per cent. decrease in the GBP:USD exchange rate at the Latest Conversion Date (such that the exchange rate was 1.233).

Shareholders should note, however, that there are no limits in the Loan Agreement to account for exchange rate variations. Therefore, the Concert Party's shareholding could increase to a higher level than the illustrative maximum set out below, should the pound weaken against the dollar such that the GBP:USD exchange rate reduces to less than 1.233. However, under most reasonable scenarios, assuming full draw down and conversion of B Loan Notes and that no other Ordinary Shares are issued, prior to conversion, the Concert Party's maximum holding is likely to be between 30 per cent. and 50 per cent. of the issued share capital in issue following conversion of the B Loan Notes.

Potential Concert Party holding on conversion at the Latest Conversion Date

In the event that the Company draws down the maximum amount of the Facility under the B Loan Notes to MCL at the earliest expected opportunity under the Loan Agreement (assumed to be 13 September 2021) and conversion occurs on the Latest Conversion Date for the full principal amount and all accrued interest, assuming a GBP:USD exchange rate of 1.37, the Concert Party would be issued with 46,815,248 new Ordinary Shares. Assuming that no other new Ordinary Shares are issued by the Company in the interim, the conversion of the B Loan Notes would lead to a maximum resultant holding for the Concert Party of 107,728,578 Ordinary Shares, representing 35.18 per cent. of the Company's enlarged share capital. A table showing the current and potential shareholding for each member of the Concert Party on this basis, is set out below:

 
 Concert Party                Current         Current           Maximum       Resultant    % of enlarged 
  member                shareholdings         holding       B Loan Note         maximum    share capital 
                                            as a % of        conversion    shareholding               ** 
                                         issued share    shares issued* 
                                              capital 
 MCL                                -               -        46,815,248      46,815,248           15.29% 
 Askar Alshinbayev         47,763,480          18.41%                 -      47,763,480           15.60% 
 Yevgeniy Feld                      -               -                 -               -            0.00% 
 FY Finance Limited        13,149,850           5.07%                 -      13,149,850            4.29% 
 TOTAL                     60,913,330          23.48%        46,815,248     107,728,578           35.18% 
 

* assuming a GBP:USD FX rate of 1.37 and that the full principal amount is drawn down on 13 September 2021 and the full amount, including interest accrued thereon, is converted into new Ordinary Shares on the Latest Conversion Date.

** assuming no other new Ordinary Shares are issued or repurchased by the Company in the period leading up to conversion.

Potential Concert Party holding on conversion at the Earliest Conversion Date

Should the conversion occur at the Earliest Conversion Date for the full principal amount and all accrued interest, assuming a GBP:USD exchange rate of 1.37 and that no other new Ordinary Shares are issued by the Company in the interim, the conversion of the B Loan Notes would lead to a maximum resultant holding for the Concert Party of 103,291,075 Ordinary Shares, representing 34.23 per cent. of the then issued Ordinary Shares. A table showing the current and potential shareholding for each member of the Concert Party on this basis, is set out below:

 
 Concert Party                Current         Current           Maximum       Resultant    % of enlarged 
  member                shareholdings         holding       B Loan Note         maximum    share capital 
                                            as a % of        conversion    shareholding               ** 
                                         issued share    shares issued* 
                                              capital 
 MCL                                -               -        42,377,745      42,377,745           14.04% 
 Askar Alshinbayev         47,763,480          18.41%                 -      47,763,480           15.83% 
 Yevgeniy Feld                      -               -                 -               -            0.00% 
 FY Finance Limited        13,149,850           5.07%                 -      13,149,850            4.36% 
 TOTAL                     60,913,330          23.48%        42,377,745     103,291,075           34.23% 
 

* assuming a GBP:USD FX rate of 1.37 and that the full principal amount is drawn down on 13 September 2021 and the full amount, including interest accrued thereon, is converted into new Ordinary Shares on the Earliest Conversion Date.

** assuming no other new Ordinary Shares are issued or repurchased by the Company in the period leading up to conversion.

Potential Concert Party holding on conversion at the Latest Conversion Date where the assumed GBP:USD exchange rate has decreased by 10 per cent.

As noted above, the B Loan Notes are denominated in US dollars and the Company's share price is denominated in pounds sterling. Therefore, the precise number of new Ordinary Shares to be issued to MCL will be dependent on the GBP:USD exchange rate at the time of conversion. If the pound sterling falls against the dollar, the number of Ordinary Shares to be issued to MCL will increase accordingly.

For illustrative purposes, if there were to be a decrease of 10 per cent. in the assumed GBP:USD exchange rate from 1.37 to 1.233 then, 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 at the Latest Conversion Date under the Loan Agreement for the full principal amount and all accrued interest, the Concert Party would have a resultant holding of 112,930,273 Ordinary Shares, representing 36.26 per cent. of the then issued Ordinary Shares. A table showing the current and potential shareholding for each member of the Concert Party on this basis, is set out below:

 
 Concert Party                Current         Current           Maximum       Resultant    % of enlarged 
  member                shareholdings         holding       B Loan Note         maximum    share capital 
                                            as a % of        conversion    shareholding               ** 
                                         issued share    shares issued* 
                                              capital 
 MCL                                -               -        52,016,943      52,016,943           16.70% 
                      ---------------  --------------  ----------------  --------------  --------------- 
 Askar Alshinbayev         47,763,480          18.41%                 -      47,763,480           15.34% 
                      ---------------  --------------  ----------------  --------------  --------------- 
 Yevgeniy Feld                      -               -                 -               -            0.00% 
                      ---------------  --------------  ----------------  --------------  --------------- 
 FY Finance Limited        13,149,850           5.07%                 -      13,149,850            4.22% 
                      ---------------  --------------  ----------------  --------------  --------------- 
 TOTAL                     60,913,330          23.48%        52,016,943     112,930,273           36.26% 
                      ---------------  --------------  ----------------  --------------  --------------- 
 

* assuming a GBP:USD FX rate of 1.233 and that the full principal amount is drawn down on 13 September 2021 and the full amount, including interest accrued thereon, is converted into new Ordinary Shares at the latest date prior to maturation.

** assuming no other new Ordinary Shares are issued or repurchased by the Company in the period leading up to conversion.

If sterling was to fall by more than 10 per cent. against the dollar on conversion, the number of new Ordinary Shares that would be issued to MCL, and therefore the percentage of the Company's enlarged share capital that the Concert Party will come to hold, would increase accordingly.

Accordingly, Shareholders should be aware that, if the Whitewash Resolution is passed, the Concert Party will, in aggregate, upon conversion of the B Loan Notes in full, in all likelihood hold an interest in Ordinary Shares carrying 30 per cent. or more of the Company's voting rights but will not hold Ordinary Shares carrying more than 50 per cent. of such voting rights and, as long as they continue to be treated as acting in concert, any further increase in the Concert Party's aggregate percentage interest in Ordinary Shares following the conversion of the B Loan Notes will be subject to Rule 9 of the Takeover Code.

In the event that the Whitewash Resolution is approved at the General Meeting on a poll, the Concert Party, or individual members thereof, will not be restricted from making an offer for the Company under the Takeover Code.

Intentions of the Concert Party

The Concert Party has confirmed that, if the Whitewash Resolution is passed by the Independent Shareholders on a poll, there is no agreement, arrangement or understanding for the transfer of their Ordinary Shares to any third party. The Concert Party has confirmed that it has no current intention to change the Company's plans with respect to: (i) the composition of the Board, nor the Company's plans with respect to the continued employment of employees and management of the Company and its subsidiaries (including any material change in conditions of employment) or any material change to the balance of skills and functions of the employees and management; (ii) the Company's future business and its strategic, research and development plans; (iii) the location of the Company's headquarters or headquarter functions or the location of the Company's place of business; (iv) employer contributions into any of the Company's pension schemes, the accrual of benefits for existing members, nor the admission of new members; (v) redeployment of the Company's fixed assets; or (vi) the continuation of the Ordinary Shares being admitted to trading on AIM.

About Victoria Oil & Gas and Current Trading

Victoria Oil & Gas is a fully-integrated onshore gas producer and distributor through its operations located in the port city of Douala, Cameroon, and also has an asset in the FSU. The Company is focused on providing a cleaner and more efficient energy alternative to diesel and heavy fuel for the Douala region of Cameroon through the safe and reliable supply of its natural gas. Through the Company's wholly-owned subsidiary, Gaz du Cameroun S.A. ("GDC"), VOG has developed a cash generative business that delivers fully integrated, indigenous gas to local industry and communities. GDC has delivered gas to grid power, thermal and industrial power customers using safe, consistent and scalable solutions since 2012 via its now 51km gas distribution pipeline network from the Logbaba Project. Through the direct and indirect employment of people within the region, investment in local communities and its development of industry expertise and infrastructure, VOG is committed to ensuring a long-term energy future for the Douala region in Cameroon, where demand for power remains high. The Company is quoted on AIM and falls under the jurisdiction of the Takeover Panel as a UK public company.

Current Trading

The Company's most recent financial results for the year ended 31 December 2020 were announced on 13 July 2021 and the Company's Annual Report and Financial Statements were posted to shareholders on 16 July 2021 and a copy is available on the Company's website at www.victoriaoilandgas.com/investor-relations/reports-presentations/ . The Company continues to trade in-line with the Board's expectations.

Independent advice provided to the Board and Related Party Transaction

The Takeover Code requires the Board to obtain competent independent advice regarding the merits of the Rule 9 Waiver which is the subject of the Whitewash Resolution, the increase of the Concert Party's controlling position on conversion of the B Loan Notes into new Ordinary Shares and the effect it will have on Shareholders generally. Accordingly, Strand Hanson Limited, as the Company's independent financial adviser, has provided formal advice to the Board that it considers the terms of these proposals to be fair and reasonable and in the best interests of Shareholders and the Company as a whole. In providing this advice, Strand Hanson Limited has taken into account the Directors' commercial assessments. Strand Hanson Limited confirms that it is independent of the Concert Party and has no commercial relationship with them.

Given that Askar Alshinbayev's and YF Finance's current interest is more than 10 per cent. of the issued ordinary share capital of the Company, and they are therefore a substantial shareholder, the entry into the Loan Agreement was deemed to be a related party transaction for the purposes of Rule 13 of the AIM Rules. For the purposes of the AIM Rules, the Directors, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, considered that the terms of the Loan Agreement when entered into were fair and reasonable so far as its Shareholders are concerned.

Notice and business of the General Meeting

The General Meeting will be held on 10 September 2021 at 200 Strand, London WC2R 1DJ at 11.00 a.m. Details of the Resolutions which will be proposed at the General Meeting are set out below:

Ordinary Resolutions

Resolution 1

Resolution 1 is the Whitewash Resolution, which is an ordinary resolution and which will be called on a poll on which only independent shareholders will be able to vote, to approve the Rule 9 Waiver.

Resolution 2

Conditional upon the passing of Resolutions 1 and 3, Resolution 2 will be proposed as an ordinary resolution to authorise the Directors, pursuant to section 551 of the Act, generally and unconditionally to allot new Ordinary Shares in the Company and grant rights to subscribe for or convert any security into shares in the Company up to a maximum aggregate nominal value necessary for conversion of all of the B Loan Notes and accrued interest thereon into Ordinary Shares, such amount not to exceed 60,000,000 Ordinary Shares, and in addition and supplemental to any existing authority to allot shares or grant rights to subscribe for or convert any security into shares in the Company. This represents approximately 23.1 per cent. of the share capital of the Company in issue at the date of this announcement.

Special Resolution

Resolution 3

Resolution 3 will be proposed as a special resolution, conditional on the passing of Resolutions 1 and 2, and is to empower the Directors pursuant to section 570 of the Act to disapply the statutory pre-emption rights in relation to the allotment of equity securities in connection with the grant of the Ordinary Shares up to a maximum aggregate nominal value necessary for conversion of all of the B Loan Notes and accrued interest thereon into Ordinary Shares, such amount not to exceed 60,000,000 Ordinary Shares. This amount represents approximately 23.1 per cent. of the Company's issued share capital as at the date of this announcement (with the Company holding no shares in treasury as at the date of this announcement).

This part of the authority will provide the Board with flexibility to issue Ordinary Shares on a non pre-emptive basis as may be required on the conversion of the convertible B Loan Notes issued under the Loan Agreement.

Voting Arrangement - Action to be taken

Please submit your votes on the Resolutions by completing the enclosed Form of Proxy and returning it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible. Alternatively, you can vote online at www.investorcentre. co.uk/eproxy using the Control Number, your unique PIN and Shareholder Reference Number ("SRN") printed on your Form of Proxy. If you hold your shares through CREST, you can submit your votes through the CREST electronic proxy appointment service.

To be valid, the Form of Proxy or online voting instruction must be received by Computershare no later than 11.00 a.m. on 8 September 2021. The Board encourages Shareholders to vote electronically and to appoint the Chair of the meeting as their proxy with their voting instructions.

The Resolutions to be considered at the General Meeting will be voted on by way of a poll. This ensures that Shareholders who have appointed proxies have their votes fully taken into account. The results of the poll vote will be released to the market via a Regulatory Information Service and published on the Company's website after the conclusion of the General Meeting.

RECOMMATION

The Board, which has been so advised by Strand Hanson, believes that the proposals set out in this announcement, including the approval of the Rule 9 waiver, are fair and reasonable and are in the best interests of the Company and Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions as the Directors will be doing in respect of their own beneficial holdings being, in aggregate, 1,754 Ordinary Shares, representing approximately 0.00068 per cent. of the Company's issued share capital.

Yours faithfully,

Roger Kennedy

Non-Executive Chairman

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(END) Dow Jones Newswires

August 26, 2021 02:00 ET (06:00 GMT)