TIDMHDY
RNS Number : 9828J
Hardy Oil & Gas plc
22 August 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). UPON THE PUBLICATION
OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
22 August 2019
Hardy Oil and Gas plc
(LSE: HDY)
Proposed Disposal of Hardy Exploration & Production (India)
Inc.
Proposed Transfer of Listing Category on Official List from
Premium Listing to Standard Listing
and
Notice of Extraordinary General Meeting
Hardy Oil and Gas plc ('Hardy') is pleased to announce that,
following the announcement on 22 July 2019, the Company will
tomorrow post a circular to Shareholders in connection with the
sale of Hardy Exploration & Production (India) Inc. ("HEPI") to
Invenire Energy Private Ltd ("Invenire").
Highlights
-- Hardy will receive a cash consideration for the Transaction of $8.75 million.
-- Completion of the Transaction, which is a Class 1 Transaction
under the Listing Rules and the Transfer of Listing are conditional
upon the approval of Shareholders which will be sought at an
extraordinary general meeting of the Company to be convened at 11
a.m. on 1 October 2019 at the offices of the Company's Solicitors
Dorsey & Whitney Europe LLP, 199 Bishopsgate, London, EC2M
3UT.
-- The Board will recommend that the Shareholders vote in favour
of the Resolutions to be proposed at the Extraordinary General
Meeting to approve the Transaction and the Transfer of Listing to
the Standard Segment of the Official List. Full details regarding
the Board's recommendation are set out below and in the
Circular.
-- Following the Transfer of Listing, the Directors intend to use the Net Proceeds of the cash consideration received from the Transaction for the purposes of acquiring or establishing a company, business or asset that operates in the resources sector or other industries should an appropriate investment opportunity present itself.
-- A circular, containing full details of the Transaction and
the Transfer of Listing and a notice convening the Extraordinary
General Meeting ("Circular") will be posted to Shareholders
tomorrow. A copy of the Circular can be downloaded from the
Company's website at www.hardyoil.com.
A copy of the Circular will also be submitted to the National
Storage Mechanism and, once submitted, will be available for
inspection at www.morningstar.co.uk/uk/NSM.
Alasdair Locke, Chairman of Hardy, commented: "The Board
unanimously considers that the Transaction is in the best interests
of all shareholders and recommends that shareholders vote in favour
of the Resolutions. This will enable Hardy to become a cash shell
on the Standard List of the London Stock Exchange and to seek
investment opportunities in the resources sector or other
industries that we believe are appropriate for Hardy
shareholders."
For further information please visit www.hardyoil.com or
contact:
Hardy Oil and Gas plc 012 2461 2900
Ian MacKenzie, Chief Executive Officer
Richard Galvin, Treasurer &
Corporate Affairs Executive
Arden Partners plc 020 7614 5900
Ciaran Walsh
Steve Douglas
Tavistock 020 7920 3150
Simon Hudson
Barney Hayward
Expected Timetable of Principal Events
Shareholders should take note of the dates and times in the
table below in connection with the Transaction and the Transfer of
Listing. These dates and times are indicative only and assume that
the Condition to Completion has been satisfied before the date
estimated for Completion. These times and/or dates may be changed
by the Company (subject to any applicable requirements of the
Listing Rules, law and/or the Company's Articles of Association) in
which event details of the new times and/or dates will be notified
to Shareholders by an announcement on a Regulatory Information
Service and will be available on www.hardyoil.com/index.htm. Except
where otherwise indicated, references to a time of day are to UK
time.
Time and Date
Announcement of the Transaction 15 July 2019
Publication of this Circular (which 22 August 2019
includes the Notice of Extraordinary
General Meeting)
Posting of this Circular (which includes 23 August 2019
the Notice of Extraordinary General
Meeting) and Form of Proxy
Latest time and date for receipt of 11 a.m. on 27 September 2019
Forms of Proxy for use at the EGM
Record time and date for eligibility 5 p.m. on 27 September 2019
to vote at the EGM
Extraordinary General Meeting 11 a.m. on 1 October 2019
Announcement of results of the EGM By 3 p.m. on 1 October 2019
Expected date of Completion of the 2 October 2019
Transaction
Longstop Date for the Transaction 21 October 2019
Expected effective date of the Transfer The Company will give at
of Listing least 20 Business Days' notice
by RIS announcement of the
date that the Transfer of
Listing will become effective
and the earliest date the
Transfer of Listing can become
effective is 30 October 2019
1. Introduction
The Company is an upstream oil and gas company all of whose
operating assets are located in India and are held through its
wholly-owned subsidiary, Hardy Exploration & Production (India)
Inc. ("HEPI"). The Company announced on 15 July 2019 that it had
entered into a conditional share purchase agreement to sell HEPI to
Invenire Energy Private Ltd ("Invenire") for cash consideration of
$3,000,000. On 22 July 2019, the Company announced that following
revised offers and negotiations, the Company had agreed to sell all
of the capital stock of HEPI to Invenire for increased cash
consideration of $8,750,000 ("Revised Invenire Offer") and that it
had entered into an amended share purchase agreement with Invenire
setting out the terms of the Revised Invenire Offer ("Share
Purchase Agreement"). The Share Purchase Agreement was further
amended on 22 August 2019 to bring forward the Completion Date to
the Business Day falling after the date of passing of the
Resolutions.
The Company also announced that it had granted Invenire
exclusivity in respect of the Revised Invenire Offer and agreed not
to enter into discussions or negotiations or to solicit other
offers in respect of the sale of HEPI. Following the grant to
Invenire of exclusivity, certain of the Company's shareholders were
contacted by a third party with the view of acquiring HEPI at a
price above the Invenire Offer. The terms of this indicative offer
was confirmed in an unsolicited letter to the Board. The terms of
such offer were not acceptable to these shareholders and the Board
understands that all such discussions have now terminated.
Invenire have paid to, and the Company's Solicitors are
presently holding, a sum of $8,750,000 (representing the total
consideration payable by Invenire for the acquisition of HEPI
pursuant to the Revised Invenire Offer). At Completion, the
Company's Solicitors will pay this sum to the Company in accordance
with the terms of the Share Purchase Agreement.
The Company is selling HEPI to Invenire on an "as is" basis and
the Company is only giving Invenire warranties in respect of title
to the shares of HEPI, HEPI's share capital and capacity to enter
into the Share Purchase Agreement and sell the shares in HEPI. No
warranties are being given in respect of HEPI's business or assets.
The principal terms of the Share Purchase Agreement are described
in more detail in paragraph 4 of this announcement and Part III
(Details of the Transaction) of the Circular.
If Completion occurs, the Company will have no subsidiaries or
assets (save for the Net Proceeds and existing cash and cash
equivalents) and so will be deemed a "cash shell". Consequently, it
will no longer meet the eligibility requirements of the Listing
Rules to continue its Premium Listing on the Official List and
accordingly, the Company is seeking the approval of Shareholders to
transfer its listing on the London Stock Exchange from its current
Premium Listing to a Standard Listing following Completion.
Following the Transfer of Listing, the Directors intend to use the
Net Proceeds of the cash consideration received from the
Transaction for the purposes of acquiring or establishing a
company, business or asset that operates in the resources sector or
other industries should an appropriate investment opportunity
present itself.
The Transaction is of sufficient size relative to the Group to
constitute a class 1 transaction for the purposes of the Listing
Rules and the Transaction is therefore conditional upon the
approval of Shareholders. In accordance with the Listing Rules, the
Transfer of Listing is also conditional upon Shareholder approval.
Accordingly, an Extraordinary General Meeting of the Company is to
be held at 11 a.m. on 1 October 2019 at the offices of the
Company's Solicitors at 199 Bishopsgate, London, EC2M 3UT for the
purposes of approving the Transaction and the Transfer of Listing.
An explanation of the Resolutions to be proposed at the EGM is set
out in paragraph 12 (Shareholder Voting and Extraordinary General
Meeting) of Part I of the Circular.
In the event that the Resolutions are not passed, Completion
will not occur and the Company will remain the owner of HEPI which
will continue to be reliant on the Company to provide it with funds
for HEPI to continue to trade and fund the ongoing Litigation and
Disputes. The Board estimates that the Group's total expenditure
over the next four years could amount to between $11,000,000 and
$14,000,000. Should existing cash resources be made available by
the Company to HEPI, on a reduced basis (compared to historical
expenditure), to trade and proceed with the Litigation and
Disputes, the Board is of the opinion that the Company's existing
funds would be sufficient to allow HEPI to continue to trade until
approximately September 2021. In particular, this estimate does not
take into account capital expenditure and the payment of contingent
and other possible liabilities of HEPI. On a standalone basis, HEPI
is projected to incur costs of $9,000,000 to $12,000,000
comprising:
(a) $1,500,000 to $3,000,000 of administration expenses;
(b) $2,500,000 of litigation fees; and
(c) $5,000,000 to $6,500,000 to settle current outstanding
liabilities.
To meet these liabilities, the Board will need to move its focus
from the immediate monetisation of HEPI to seeking to secure
significant new funds to offset the projected expenditures. To do
so, the Company could launch a fundraising process to raise between
$5,000,000 and $8,000,000 from Shareholders and new investors. In
the Board's judgment, given the lack of progress with the
Litigation and Disputes in India to date, Shareholders and/or new
investors could be reluctant to put 'new money' into the business
whilst there is limited visibility on the timeline to conclude such
matters and whether this would be favourable to the Group.
Therefore, the Board believes that there is a low likelihood of
success in pursuing such course of action.
Alternatively, such funding requirements could be mitigated with
the collection by HEPI of overdue trade receivables or HEPI
securing specialist litigation funding. However, the overdue trade
receivables are, themselves, the subject of ongoing arbitration (as
further detailed in paragraph 8 (Litigation) of Part VII
(Additional Information) of the Circular). Given the delays and
current status of such arbitration, the Board's view is that this
process is likely to continue for many years and so HEPI will be
unable to realise these trade receivables in the near to
medium-term.
Following discussions regarding litigation funding, the
Directors believe that there would be a medium possibility that
HEPI would be successful in attracting such funding to enable HEPI
to continue the Litigation and Disputes. In any event such funding
would likely significantly diminish any returns to Shareholders
that could arise from the Litigation and Disputes.
In the event that Shareholders do not approve the Transaction,
the Board would seek to initiate a process to secure significant
investment via an equity placement in the short-term with
Shareholders and new investors. However, given the lack of progress
with the Litigation and Disputes in India to date, the Directors
can provide no assurances that any fundraise would be successful
and anticipate that any equity placement would be significantly
dilutive to Shareholders who do not participate in such
transaction. Additionally, while the other funding options
disclosed above may be available to the Group, the Directors
believe that such options would not be easy to pursue due to, among
other things, the uncertainty surrounding the final outcomes of the
Litigation and Disputes and the timeline for achieving this.
As set out in the Group's preliminary results for the year ended
31 March 2019 released on 27 June 2019 ("2019 Preliminary Final
Results Announcement"), the Board disclosed a material uncertainty
regarding the Group as a going concern should the Group continue to
pursue it strategic objectives and not secure additional sources of
funding in the year ending 2022. If an equity placement or an
alternative funding solution, such as specialist litigation
funding, is undeliverable or proves unfeasible, the Board will
consider liquidating HEPI under Chapter 7 of Title 11 in the US
Bankruptcy Code and seek other investments with the resources
currently available to the Group. In order to retain the largest
amount of shareholder monies within the Company and evaluate new
investment opportunities, the Board would instigate such
liquidation within a very short timescale.
It is important to note that in expressing judgments and
opinions as detailed above, the Board is using its best knowledge
and experience gained through the last seven years of Indian
arbitration and judicial proceedings.
As announced on 22 July 2019, the Directors have concluded that
attempting to realise some value in respect of the Assets by way of
the Transaction is in the best interests of the Company and its
Shareholders and accordingly, Shareholders are recommended to vote
in favour of the Resolutions.
In connection with the Transaction, the Company is also
proposing to capitalise substantially all of the indebtedness owed
to it by HEPI ("Intra-Group Debt") prior to Completion and waive
its rights to the repayment of the amount of the Intra-Group Debt
which has not been capitalised ("Capitalisation and Waiver"). The
Capitalisation and Waiver will be implemented pursuant to the terms
and conditions of the Subscription Agreement which, subject to the
satisfaction of the Condition, will be entered into by the Company
and HEPI on the Completion Date. As at the date of this
announcement, the amount of the Intra-Group Debt was approximately
$125,250,000.
The EGM Notice and the Resolutions to be proposed and considered
at the EGM are set out at pages 56 to 57 of the Circular.
The purpose of this announcement is to: (a) explain the
background to and reasons for the Transaction, the Capitalisation
and Waiver and the Transfer of Listing; and (b) explain why the
Board considers the Transaction, the Capitalisation and Waiver and
the Transfer of Listing to be in the best interests of the Company
and its Shareholders.
2. Background to and reasons for the Transaction
The Group's ongoing objective has been to evaluate and exploit
oil and gas exploration rights in India by acquiring oil and gas
block assets, exploring and appraising their value and then
developing them with the ultimate goal of commencing oil and/or gas
production.
The Group holds interests in the following three assets, all of
which are located in India:
-- CY-OS/2: HEPI has a 75 per cent. participating interest
("PI") in CY-OS/2 with the remaining 25 per cent. PI being held by
GAIL (together, the "CY-OS/2 uJV partners") under the terms of the
CY-OS/2 Production Sharing Contract;
-- CY-OS-90/1 (PY-3): HEPI has an 18 per cent. PI in PY-3 with
the remainder being held by TATA (21 per cent. PI), HOEC (21 per
cent. PI) and ONGC (40 per cent. PI) (together, the "PY-3 uJV
partners") under the terms of the PY-3 Production Sharing Contract;
and
-- GS-OSN-2000/1 (GS-01): HEPI has a 10 per cent. PI in GS-01
with the remaining 90 per cent. PI held by Reliance (together, the
"GS-01 uJV partners") which also acts as operator under the terms
of the GS-01 Production Sharing Contract.
As Shareholders are aware, and has been previously announced by
the Company, the Group has faced significant challenges in
operating and commercialising these Assets, as described in more
detail below and in paragraphs 7 (Material Contracts) and 8
(Litigation) of Part VII (Additional Information) of the Circular.
HEPI has nine employees and during the financial year ended 31
March 2019 made a loss of $58,326,333.
CY-OS/2 - Reserves and activities
As previously announced, in 2009 HEPI was informed that the GOI
deemed the operating licence for CY- OS/2 to have been
relinquished. HEPI challenged the GOI's decision, as being in
breach of the terms of the CY-OS/2 Production Sharing Contract and
has since then been in dispute with the GOI. As a result, in May
2010, with the consent and formal approval of the other CY-OS/2 uJV
partners, GAIL and ONGC, HEPI (as operator of the CY-OS/2 block and
on behalf of the CY-OS/2 uJV partners) initiated arbitration
against the GOI. Three former Chief Justices of India were
appointed and constituted the arbitration tribunal ("Tribunal").
The parties submitted evidence during the course of 2011 and 2012
and the final hearing took place in Kuala Lumpur, Malaysia in
August 2012.
On 2 February 2013, the Tribunal granted an award ("CY-OS/2
Award") in HEPI's favour, noting the following: (a) the Ganesha
Discovery was non-associated natural gas ("NANG"); (b) the
relinquishment of the CY-OS/2 block by the GOI was illegal; (c) the
CY-OS/2 block should be restored to the CY-OS/2 uJV partners by the
GOI; (d) the CY-OS/2 uJV partners should be allowed three years
from the date of block restoration to complete the appraisal
programme in order to assess the commerciality of the Ganesha
Discovery; (e) the GOI should compensate the CY-OS/2 uJV partners
for being deprived of the benefit of their investment in CY-OS/2
amounting to approximately $25,000,000 (as at 31 March 2019 this
award totalled approximately $80,000,000 taking into account the
cumulative effect of the award calculation); and
(f) the Tribunal awarded certain specific costs to the CY-OS/2
uJV partners.
The GOI subsequently attempted to overturn the CY-OS/2 Award
through the Indian courts on a number of occasions. After numerous
petitions and hearings since 2013, in September 2018, the Supreme
Court of India upheld the GOI's appeal on jurisdiction and issued
an order confirming that the Indian courts did have jurisdiction to
hear the GOI's appeal in relation to the CY-OS/2 Award. The Company
has continued to evaluate the legal options available to it but the
Directors believe that such options are limited given the 2018
decision of the Supreme Court of India.
HEPI's dispute with the GOI relating to CY-OS/2 has been ongoing
for nearly a decade. During this period, the Group has had to cease
all exploration and appraisal work on CY-OS/2 and no development of
CY-OS/2 has been undertaken despite the Ganesha Discovery in 2007.
Given this, the Group has no Reserves in CY- OS/2 and an estimated
130 billion cubic feet ("BCF") gross (net: 97.5 BCF) Contingent
Resources and an estimated 113 BCF (net: 84 BCF) of prospective
resources as reported in the Company's final results for the year
ended 31 March 2019 and the value of the Company's PI in CY-OS/2
was written off by the Group in the year ended 31 March 2019. Due
to the ongoing dispute and litigation, the Group has not fully
investigated the anticipated exploration potential associated with
CY-OS/2. The CY-OS/2 Production Sharing Contract and CY-OS/2 Joint
Operating Agreement are summarised in paragraph 7 (Material
Contracts) of Part VII (Additional Information) of the
Circular.
ONGC is a party to both the CY-OS/2 Production Sharing Contract
and the CY/OS-2 Joint Operating Agreement (being the GOI nominee
and licensee of the CY-OS/2). Currently, ONGC does not have a PI in
CY-OS/2. However, under the CY-OS/2 Production Sharing Contract,
ONGC has a back-in right for a 30 per cent. PI in respect of the
development phase. HEPI's and GAIL's PI would accordingly reduce
should ONGC exercise such option.
PY-3- Reserves and activities
As previously announced, the PY-3 field was shut-in in July 2011
because the GOI withheld approval to renew the contract for the
leased Floating Production System. Since this time, the Group has
been working to establish a consensus among PY-3's uJV partners
regarding the optimal development of the field in order to enable
the recommencement of exploration and development of PY-3 at the
earliest opportunity. However, despite the PY-3 uJV partners
unanimously approving a full Field Development Plan ("FFDP") in
respect of the PY-3 and the application for an extension of the
PY-3 Production Sharing Contract (see below), all efforts to
convene a block management committee meeting to approve the FFDP
and the extension of the PY-3 Production Sharing Contract have been
ignored by GOI. Given this, the Group has no Reserves in PY-3.
Additionally, an estimated 15.8 million barrels ("MMBBL") gross
(net: 2.84 MMBBL) of Contingent Resources and the value of the
Company's PI in PY-3 was written off by the Group in its accounts
for year ended 31 March 2017, as reported in the 2019 Preliminary
Final Results Announcement.
The PY-3 Production Sharing Contract is due to expire in
December 2019. In December 2017 and February 2018, the Group and
the other PY-3 uJV partners submitted an application for an
extension to the PY-3 Production Sharing Contract and a FFDP for
the production life of PY-3 (with the field being estimated to
produce around 15 MMBBL of oil over eight years). The FFDP is
projected to realise an after tax net present value of $10,000,000
and an internal rate of return of 30 per cent. at prevailing oil
prices. The FFDP will require HEPI to fund costs in excess of
$25,000,000. However, HOEC has put forward an alternative
integrated field development plan to utilise HOEC's existing
offshore infrastructure of which the Board has both technical and
commercial concerns and believes is likely to dilute the value of
HEPI's PI. Under the GOI's own Production Sharing Contract
extension policy, the relevant government departments should have
decided on this extension request within nine months of the
application being submitted. The Group has been advised that the
application timetable has been disregarded for PY-3. The Group has
been pursuing the GOI to convene a meeting to sanction the
extension to the PY-3 Production Sharing Contract but without any
success to date. There is no certainty that the Group will be
granted an extension to the PY-3 Production Sharing Contract beyond
December 2019. If no extension of the PY-3 Production Sharing
Contract is granted before December 2019, it will expire in
December 2019 in accordance with its terms. Further details of the
PY-3 Production Sharing Contract and PY-3 Joint Operating Agreement
are summarised in paragraph 7 (Material Contracts) of Part VII
(Additional Information) of the Circular.
The Board has reason to believe that the issues relating to the
PY-3 field might be linked to HEPI's efforts to enforce the CY-OS/2
Award in the Indian and international courts.
HEPI initiated arbitration in March 2017 to recover
approximately $11,000,000 from the non-operating PY-3 uJV partners.
This arbitration concluded in November 2018 and the tribunal's
final award has been outstanding since then. Subsequently, the
tribunal's self-imposed deadline of mid-June 2019 for the delivery
of such award has passed with no update. Should the arbitral
tribunal find in HEPI's favour, it could be entitled to up to
$14,000,000 of unrecovered costs and interest. Depending on the
outcome of this arbitration, the Board expects that the award will
be appealed in Malaysia and India by all parties. If such appeals
are unsuccessful it will be necessary for HEPI to approach the
Indian courts to enforce the award. Based on HEPI's experiences of
enforcement in India, the Board's view is that this process is
likely to continue for many years with no certainty of outcome.
GS-01- Reserves and activities
In 2012, Reliance indicated to the Group that it did not want to
continue its interest in GS-01 due to its relative small-scale
reserves compared to Reliance's other offshore assets. However,
Reliance said it would be willing to enter into a commercial
transaction to transfer its 90 per cent. PI and operatorship of
GS-01 to the Group. As a result, HEPI submitted a Field Development
Plan to the GOI in 2012.
However, as has been previously announced, since 2009 Reliance
has been in correspondence with the GOI regarding liquidated
damages associated with the unfinished minimum work programme under
the GS-01 Production Sharing Contract. Until the quantum of these
liquidated damages has been agreed between the GOI, Reliance and
the Group, no transfer of Reliance's interest in GS-01 to the Group
would be made. The Directors also think it is possible that the
dispute over liquidated damages may result in lengthy arbitration
followed by litigation.
Given this, the Group has no Reserves in GS-01 and an estimated
83 BCF (net:8.3 BCF) and 1.9 MMBBL (net:0.2 MMBBL) of Contingent
Resources as reported in the Company's final results for the year
ended 31 March 2019 and the value of the Company's PI in GS-01 was
written off by the Group in its accounts for the year ended 31
March 2016. Due to the ongoing dispute, the Group had not been able
to progress any development work to realise value from GS-01. The
GS-01 Production Sharing Contract and GS-01 Joint Operating
Agreement are summarised in paragraph 7 (Material Contracts) of
Part VII (Additional Information) of the Circular.
In addition, on 1 November 2014 the GOI introduced a pricing
formula for the sale of domestically produced gas. This pricing
formula is heavily weighted towards the gas sales price in three
major gas exporting countries (USA, Canada and Russia) resulting in
a gas sales price from producers to distributors at levels
significantly below the price that is paid for imported liquefied
natural gas. This means that development of GS-01 would be
uncommercial at current sales prices. The Indian oil and gas
industry has unanimously lobbied the GOI for a free-market gas
pricing policy for a number of years but without success. As a
result, the Directors believe that it is unlikely that GS-01 will
become commercially viable unless there is a move away from the
current GOI gas pricing formula in India to free market prices.
On 21 August 2019, Reliance wrote to the Directorate General of
Hydrocarbons, Ministry of Petroleum, GOI notifying that authority
that Reliance, by way of their majority PI under the GS-01
Production Sharing Contract, were relinquishing GS-01. As detailed
above, the Group does not place any value on GS-01.
HEPI's indebtedness (Intra-Group Debt)
The difficulties associated with all of the Assets (as outlined
above) mean that HEPI has been reliant on the Company to provide it
with money for it to continue to trade and fund its ongoing
Litigation and Disputes. Such funding has resulted in the
Intra-Group Debt. The ongoing funding requirements of HEPI are a
significant financial burden on the Company, particularly when it
is not certain when, or if, any of the Assets will start generating
returns for Shareholders.
As reported in the 2019 Preliminary Final Results Announcement,
as part of the conclusion of the initial phase of its strategic
review, the Board has explored numerous options to find a solution
to the above issues and the Directors have concluded that the
Transaction is the best option for the Company and its Shareholders
for the following reasons:
-- the development work on each Asset has been suspended for an
extended period of time and so the Group has earned no revenue from
any of the Assets since 2011 due to ongoing Litigation and Disputes
and consequently, in recent years, the Group has been unable to
commercialise or realise any value from the Assets;
-- given the current status of the ongoing Litigation and
Disputes, the Group cannot predict when, or if, such matters will
be resolved or monetised in favour of the Group. Therefore, the
Board is unable to determine when development work in respect of
each Asset will recommence (if at all);
-- the Transaction will eliminate the need to fund the ongoing
Litigation and Disputes going forward; and
-- the Transaction and Capitalisation and Waiver would eliminate
ongoing operational losses, indebtedness and associated cash
outflows which would arise if HEPI was to remain within the
Group.
In addition, the Net Proceeds from the Transaction will be
retained to provide additional working capital for the Company and
will be added to the Company's cash and short-term investments
($4,200,000 as at 31 March 2019) for the purposes of acquiring or
establishing a company, business or asset that operates in the
resources sector or another industry should an appropriate
investment opportunity arise.
As a result, for the reasons set out above, the Board
unanimously believes that the Transaction is in the best interests
of the Company and its Shareholders. Shareholders should vote in
favour of the Transaction and Transfer of Listing at the
Extraordinary General Meeting. Failure to do so will result in
Completion not occurring and the Company remaining the owner of
HEPI which will continue to be reliant on the Company to provide it
with funds for HEPI to continue to trade and fund the ongoing
Litigation and Disputes. In such event, the Board would consider
approaching, albeit with no assurances of a successful outcome,
Shareholders for additional funding and/or the winding up of HEPI.
Further details of these matters are outlined above in paragraph 1
of this announcement.
3. Background to and Reasons for the Transfer of Listing
Under the Listing Rules, there are two principal forms of
listing available for the equity shares of commercial companies
traded on the Main Market of the London Stock Exchange: (a) the
Standard Listing that complies fully with the relevant European
directives (as adopted by all EU member states); and (b) the
Premium Listing to which the FCA applies a wide range of
"super-equivalent" provisions.
Following Completion, the Company will be a "cash shell" and
will therefore no longer meet the eligibility requirements of the
Listing Rules to continue its Premium Listing. Consequently, as a
result of discussions with the FCA and in accordance with the
requirements of the Listing Rules, following and conditional upon
the passing of the Resolutions, the Company will transfer its
listing on the London Stock Exchange from the current Premium
Listing segment to the Standard Listing segment of the Official
List. Accordingly, the Board is seeking authority from Shareholders
at the EGM for the Transfer of Listing. The Transfer of Listing is
conditional upon the passing of both Resolution 1 and Resolution 2.
As such, should Resolution 1 and/or Resolution 2 not be passed,
neither Completion nor the Transfer of Listing will occur and the
Company will continue with its Premium Listing.
Further information on the Transfer of Listing is provided in
paragraph 5 below and in Part IV (Summary of the Key Differences
between the Standard and Premium Listing Categories) of the
Circular.
4. Principal Terms of the Transaction
Pursuant to the terms of the Share Purchase Agreement, Invenire
has agreed to acquire the whole of the capital stock of HEPI for
cash consideration of $8,750,000. Invenire have paid to, and the
Company's Solicitors are presently holding, a sum of $8,750,000
(representing the total consideration payable by Invenire for the
acquisition of HEPI pursuant to the Revised Invenire Offer). At
Completion, the Company's Solicitors shall pay this sum to the
Company in accordance with the terms of the Share Purchase
Agreement.
Completion of the Transaction is only conditional on the
Shareholders passing both Resolutions. Completion is scheduled to
take place on 2 October 2019 being the Business Day following the
date of the passing of the Resolutions. Neither the Company nor
Invenire has any rights to terminate the Share Purchase Agreement
between signing and Completion and the Share Purchase Agreement is
not subject to any other conditions.
The Company is not giving any warranties, indemnities or tax
covenants to Invenire under the terms of the Share Purchase
Agreement except for warranties as to title to the shares in HEPI,
HEPI's share capital and capacity to enter into the Share Purchase
Agreement and sell the shares in HEPI.
The principal terms of the Share Purchase Agreement are set out
in further detail in Part III (Details of the Transaction) of the
Circular.
Part III (Details of the Transaction) of the Circular also sets
out the terms of the Subscription Agreement pursuant to which the
Capitalisation and Waiver will be implemented.
5. Information on Transfer of Listing
The Transfer of Listing will not affect the way in which
Shareholders buy or sell Ordinary Shares and, following the
Transfer of Listing, existing share certificates in issue in
respect of Ordinary Shares will remain valid.
As with companies with a Premium Listing, companies with a
Standard Listing are still required to have a minimum of 25 per
cent. of their shares in public hands and will continue to be
obliged to publish a prospectus when issuing new shares to the
public unless such issue of shares falls within one of the
permitted exemptions. Companies with a Standard Listing are also
required to disclose inside information to the market and to comply
with the provisions of the Disclosure and Transparency Rules,
including to make notifications of dealings in shares. They must
also prepare annual audited financial reports, half-yearly
financial reports and interim management statements to the same
standards and within the same timeframe as companies with a Premium
Listing are required to do.
A more detailed summary of the differences between the
regulatory requirements of companies with a Standard Listing and
those with a Premium Listing is contained in Part IV (Summary of
the Key Differences between the Standard and Premium Listing
Categories) of the Circular. While the Ordinary Shares have a
Standard Listing, they will not be eligible for inclusion in the UK
series of FTSE indices.
The higher level of regulation contained in the
"super-equivalent" provisions referred to in paragraph 3 above has
been designed to offer shareholders in Premium Listed companies
additional rights and protections. Accordingly, investors should be
aware that any investment in a company that has a Standard Listing
is likely to carry a higher risk than an investment in a company
with a Premium Listing. However, the Directors intend to maintain
appropriate standards of reporting and corporate governance for a
company with a Standard Listing and, to the extent they consider
appropriate in light of the Company's size and future developments,
will have regard to the requirements of the UK Corporate Governance
Code notwithstanding the fact that such code will no longer be
applicable to the Company.
Furthermore, the Board does not anticipate or intend for the
Transfer of Listing to have any material impact on its strategy of
seeking new investment opportunities with the Net Proceeds of the
Transaction.
6. Impact of the Transaction, Capitalisation and Waiver and Transfer of Listing on the Company
Upon Completion of the Transaction the Company will be a "cash
shell" and no longer have any subsidiaries or assets. Following the
Capitalisation and Waiver, the Intra-Group Debt will be satisfied
and/or waived and will therefore no longer appear on the Company's
financial statements. The Company's status as a "cash shell" means
that it will no longer meet the Listing Rules' eligibility
requirements for a Premium Listing and so, following Completion,
the Company will transfer to a Standard Listing on the Official
List. Pursuant to the Listing Rules, the date of the Transfer of
Listing must not be less than 20 Business Days after the passing of
Resolution 2 and so, subject to Resolution 2 being passed, the
earliest date the Transfer of Listing can become effective is 30
October 2019. Both Completion of the Transaction and the Transfer
of Listing are conditional upon the passing of both Resolution 1
and Resolution 2. As such, should Resolution 1 and/or Resolution 2
not be passed, Completion, the Capitalisation and Waiver and the
Transfer of Listing will not occur and the Company will continue
with its Premium Listing and the Intra-Group Debt will remain
outstanding.
7. Information on HEPI
HEPI is a wholly-owned subsidiary of the Company. HEPI is
incorporated in the US State of Delaware and holds interests in the
three Assets of the Group. During the financial year to 31 March
2019, HEPI made a loss of $58,326,000 (compared to a loss in 2018:
$5,587,000 and a loss in 2017: $9,996,000) and the value of the
gross assets for the year ended 31 March 2019 was $10,644,000
(compared to 2018: $61,557,000 and 2017: $60,730,000). Set out
below are extracts from HEPI's audited financial statements for
each of the three years ended 31 March 2019, represented without
material adjustments therefrom. Summarised audited historical
financial information on HEPI is contained in Part V (Financial
Information Relating to HEPI) of the Circular
Statements of financial position As at 31 March As at 31 March As at 31
(extracts) 2017 2018 March 2019
$'000 $'000 $'000
Total non-current assets 55,870 56,202 5,087
Total current assets 4,860 5,355 5,557
TOTAL ASSETS 60,730 61,557 10,644
--------------- --------------- ------------
Total equity 61425 67,012 125,338
Total non-current liabilities 114,201 119,683 126,765
Total current liabilities 7,954 8,886 9,217
Total liabilities 122,155 128,569 135,982
TOTAL EQUITY AND LIABILITIES 60,730 61,557 10,644
--------------- --------------- ------------
Statements of comprehensive As at 31 March As at 31 March As at 31
income (extracts) 2017 2018 March 2019
$'000 $'000 $'000
Revenue - - -
Operating cost 515 22 868
Impairment - Block CY-OS/2 3,027 - 51,128
---------------
Gross (loss)/profit 2,512 22 51,996
Administrative expenses 977 3,660 3,331
--------------- --------------- ------------
Operating loss 3,489 3,638 55,327
Interest income 332 340 333
Finance costs 1,517 2,289 3,332
--------------- --------------- ------------
Loss on ordinary activities
before taxation 4,674 5,587 58,326
Taxation 5,322 - -
---------------
Comprehensive loss for the
period -9,996 5,587 58,326
--------------- --------------- ------------
Statements of cash flows (extracts)
As at 31 March As at 31 March As at 31
2017 2018 March 2019
$'000 $'000 $'000
Net cash used in operating
activities 1,561 3,886 3,976
Net cash used in investing
activities 416 339 20
Net cash from financing activities 1,411 4,130 4,082
---------------
Net (decrease)/increase in
cash and cash equivalent -566 -95 86
--------------- --------------- ------------
Cash and cash equivalents
at the beginning of the year 696 130 35
--------------- --------------- ------------
Cash and cash equivalents
at the end of the year 130 35 121
--------------- --------------- ------------
8. Information on Invenire
Invenire is an independent upstream oil and gas company with
producing assets in South East Asia, including India. Access to
talent, technology and capital ably positions Invenire to pursue
exploration and production opportunities in the current market
environment. Invenire has been successful in building a portfolio
of assets through acquisitions and also through direct
participation in government bidding rounds.
9. Use of Net Proceeds and Financial Effects of the Transaction and Capitalisation and Waiver
The cash consideration to be released to the Company on
Completion of the Transaction is $8,750,000.
The Net Proceeds of the Transaction are estimated to be
$8,170,000, being the estimated total cash proceeds less the
payment of costs relating to the Transaction, estimated at
$580,000.
Following Completion, HEPI will cease to be part of the Group
and the Company will no longer have any subsidiaries or assets
(save for the Net Proceeds plus existing cash and short-term
investments). Following the Capitalisation and Waiver, the
Intra-Group Debt will be satisfied and/or waived and will no longer
appear as a non-current asset on the Company's statement of
financial position. The only other change to the Company's net
assets is the receipt of the Net Proceeds. Given none of the Assets
are generating turnover, there will be no impact on the Company's
statement of comprehensive income, save for the recognition of the
Net Proceeds on disposal of HEPI, being the cash consideration less
the $nil carrying value of the investment in HEPI on the Company's
statement of financial position.
Following the Transfer of Listing, the Directors intend to use
the Net Proceeds of the cash consideration received from the
Transaction for the purposes of acquiring or establishing a
company, business or asset that operates in the resources sector or
other industries should an appropriate investment opportunity
present itself.
10. Current Trading and Future Prospects
Information concerning the Company's current trading and
prospects was included in the 2019 Preliminary Final Results
Announcement:
"Our considerable efforts to enforce the CY-OS/2 Award, handed
down in 2013, have not produced a meaningful outcome. The GOI has
consistently been allowed by the judicial institutions in India, UK
and US to abuse legal process and frustrate enforcement.
While the CY-OS/2 Award remains valid, having considered that it
has been over five years since the tribunal issued the award and
the GOI appeal in the Delhi High Court is expected to take a
considerable amount of time, the intangible asset associated with
the CY-OS/2 block was written down at the time of the Group's
interims in November 2018. This resulted in a significant increase
in the consolidated loss of the Group.
The Group is reporting a total comprehensive loss of $56,200,000
for the year ended 31 March 2019 (FY19) compared to a loss of
$4,700,000 for the year ended 31 March 2018 (FY18). This included a
write-down of
$51,100,000 of intangible assets associated with past
exploration expenditures on the CY-OS/2 asset. General and
administrative expenditure of $4,800,000 included legal expenses of
over $2,500,000.
Conservation of cash resources is paramount for the Group and
the Board has acted to reduce certain legal and administrative
expenditures. The Group is considering other actions to reduce
ongoing administrative expenditures while the strategic review is
ongoing. The Group projects administrative expenses for FY20 to be
around $1,600,000.
Cash used in operating activities amounted to $5,400,000 for the
year ended 31 March 2019 compared to a cash outflow of $5,400,000
for the year ended 31 March 2018. The Group's capital expenditure
was marginal and investment income was $500,000."
Given the lack of material developments in respect of the
Litigation and Disputes the Directors believe that the Transaction
is the best option for Shareholders to realise some value from the
Assets.
11. Risk Factors
For information on the risks and uncertainties which you should
take into account when considering whether to vote in favour of the
Resolutions please refer to Part II (Risk Factors) of the
Circular.
12. Shareholder Voting and Extraordinary General Meeting
Set out on pages 56 to 57 of the Circular to be sent to
shareholders is a notice convening the Extraordinary General
Meeting, to be held at 11 a.m. on 1 October 2019 at the offices of
the Company's Solicitors at 199 Bishopsgate, London, EC2M 3UT . The
purpose of the meeting is to consider, and if thought fit, approve
the Resolutions set out in that notice. The full text of the
Resolutions is set out in the Notice of the Extraordinary General
Meeting.
Resolution 1 - Approval of the Transaction
Resolution 1, which is proposed as an ordinary resolution,
proposes that the Transaction, being a class 1 transaction for the
purposes of the Listing Rules, be approved and that the Directors
be authorised to take all steps and to enter into all agreements
and arrangements necessary or desirable to implement the
Transaction.
As the Transaction is a class 1 transaction for the Company
under the Listing Rules, the Company requires the approval of
Shareholders to proceed with the Transaction. In the event that
Resolution 1 is not passed, the Transaction will not proceed.
Completion is therefore conditional on the passing of Resolution 1
at the Extraordinary General Meeting.
If passed, Resolution 1 will authorise the Transaction
substantially on the terms summarised in paragraph 1 of this
announcement and Part III (Details of the Transaction) of the
Circular. As an ordinary resolution, Resolution 1 requires the
support of a simple majority of the votes cast (whether in person
or by proxy) at the Extraordinary General Meeting.
Resolution 1 is interconditional with, and subject to the
passing of, Resolution 2. As such, should Resolution 1 be passed
but Resolution 2 not be passed, the Transaction will not proceed
and the Company will continue to own the whole of the capital stock
of HEPI. In addition, neither the Capitalisation and Waiver nor the
Transfer of Listing will occur and the Company will continue with
its Premium Listing and the Intra-Group Debt will remain
outstanding.
Resolution 2 - Approval of the Transfer of Listing
Resolution 2, which is proposed as a special resolution,
proposes that the Transfer of Listing be approved and the Directors
be authorised to take all steps and enter into all arrangements as
necessary or desirable to implement the Transfer of Listing.
Pursuant to the Listing Rules, the Transfer of Listing requires
the approval of 75 per cent. of Shareholders who vote in person or
by proxy at a general meeting. Consequently, Resolution 2 is being
proposed as a special resolution and so requires the support of at
least 75 per cent. of Shareholders who vote in person or by proxy
at the Extraordinary General Meeting.
If passed, Resolution 2 will authorise the Transfer of
Listing.
Resolution 2 is interconditional with, and subject to the
passing of, Resolution 1 and Completion occurring. As such, should
Resolution 2 be passed but Resolution 1 not be passed, neither
Completion nor the Transfer of Listing will proceed and the Company
will continue to own the whole of the capital stock of HEPI and
continue with its Premium Listing. In addition, the Capitalisation
and Waiver will not occur and the Intra- Group Debt will remain
outstanding.
Failure to vote in favour of the Resolutions will result in
Completion not occuring and the Company remaining the owner of HEPI
which will continue to be reliant on the Company to provide it with
funds for HEPI to continue to trade and fund the ongoing Litigation
and Disputes. In such event, the Board would consider approaching,
albeit with no assurances of a successful outcome, Shareholders for
additional funding and/or the winding up of HEPI. As announced on
22 July 2019, the Directors have concluded that attempting to
realise some value in respect of the Assets by way of the
Transaction is in the best interests of the Company and its
Shareholders. Further details of the implications of Completion not
occurring are outlined above in paragraph 1 of this
announcement.
13. Further information
Your attention is drawn to the further information set out in
the Circular, which will be sent to shareholders later today, and
in particular the Risk Factors set out in Part II (Risk Factors).
Shareholders should read the whole of the Circular and not just
rely on the summarised information set out in this announcement and
the financial information set out in Part V (Financial Information
relating to HEPI) the circular.
14. General meeting and action to be taken
A Form of Proxy for use at the Extraordinary General Meeting is
being made available with the Circular. If you cannot attend the
Extraordinary General Meeting in person, it is important that you
complete the Form of Proxy and return it to the Company in
accordance with the instructions printed thereon as soon as
possible and in any event so as to be received by no later than 11
a.m. on 27 September 2019 (or, in the case of an adjournment, not
later than 48 hours before the time fixed for the holding of the
adjourned meeting). The completion and return of the Form of Proxy
will not preclude you from attending the Extraordinary General
Meeting and voting in person if you wish to do so and are
entitled.
The Transaction and Transfer of Listing are subject to the
approval of Shareholders. Set out on pages 56 to 57 of the Circular
is a notice convening an Extraordinary General Meeting, to be held
at 11 a.m. on 1 October 2019 at the offices of the Company's
Solicitors 199 Bishopsgate, London, EC2M 3UT. The purpose of the
EGM is to approve the Resolutions.
15. Recommendation
The Board considers the terms of the Transaction and the
Transfer of Listing to be in the best interests of the Company and
its Shareholders. Accordingly, the Board unanimously recommends
that Shareholders vote in favour of the Resolutions to be proposed
at the Extraordinary General Meeting, as all of the Directors
intend to do in respect of their own beneficial holdings of, in
aggregate, 1,870,716 Ordinary Shares, representing approximately
2.54 per cent. of the total number of voting rights in the Company
as at the Latest Practicable Date.
DEFINITIONS
The definitions set out below apply throughout this
announcement, unless the context requires otherwise:
Arden Arden Partners plc, sponsor to the Company;
Assets CY-OS/2, PY-3 and GS-01 and "Asset" means any
of them;
Board the board of directors of the Company;
Business Day a day (other than a Saturday, Sunday or public
holiday) on which banks are generally open
for business in London other than solely for
trading and settlement in GBP;
Capitalisation the capitalisation of substantially all of
and Waiver the Intra-Group Debt prior to Completion and
waiver by the Company of its rights to the
repayment of the amount of the Intra-Group
Debt at Completion which has not been capitalised;
Chairman chairman of the Board;
Circular the circular to be sent to Shareholders on
or around the date of this announcement containing
details of the Transaction;
Company Hardy Oil and Gas plc, a public limited company
incorporated in Isle of Man, with registered
number 087462C;
Company's Solicitors Dorsey & Whitney (Europe) LLP of 199 Bishopsgate,
London, EC2M 3UT;
Completion completion of the Transaction;
Completion Date the Business Day (as defined in the Share Purchase
Agreement) falling after the date on which
the Condition is satisfied;
Condition the condition to Completion as described in
paragraphs 1 and 12 of this announcement and
Part I (Letter from the Chairman) and Part
III (Details of the Transaction) of the Circular;
Contingent Resources as defined in the Petroleum Resources Management
System (revised June 2018);
CY-OS/2 the oil and gas asset exploration block CY-OS/2
located offshore India's East Coast and encompassing
the Ganesha Discovery;
CY-OS/2 Production a production sharing contract dated 19 November
Sharing Contract 1996 entered into between GOI, ONGC, Vaalco
Energy Inc., HOEC and TATA for the purpose
of exploring and producing oil and gas potentially
existing in CY-OS/2, as amended from time to
time, including by way of an addendum dated
30 March 2000 entered into by HEPI whereby
HEPI acquired 25 per cent. PI in CY-OS/2 from
Vaalco;
Deed of Variation the deed of variation to the Share Purchase
Agreement between the Company and Invenire
dated 22 July 2019 amending certain terms of
the Share Purchase Agreement, including the
amount of the consideration payable to the
Company under the Share Purchase Agreement;
Director(s) the directors of the Company whose names are
set out at paragraph 3 of Part VII (Additional
Information) of the Circular;
Disclosure Guidance the transparency rules made by the FCA for
and Transparency the purpose of Part 6 of FSMA;
Rules
EGM or Extraordinary the extraordinary general meeting of Shareholders
General Meeting to be held at the offices of the Company's
Solicitors, 199 Bishopsgate, London, EC2M 3UT
at 11 a.m. on 1 October 2019 to consider and
if thought fit pass the Resolutions in connection
with the Transaction and the Transfer of Listing,
including any adjournment thereof, notice of
which is set out at the end of the Circular;
EU European Union;
FCA or Financial the UK Financial Conduct Authority or its successor
Conduct Authority from time to time;
Field Development a plan for the development and commercialisation
Plan of an Asset;
Floating Production a system used in oil exploration which facilitates
System the production of hydrocarbons and exportation
of crude oil from an oil field;
Form of Proxy the form of proxy for use at the EGM, which
is being made available with the Circular;
FSMA the Financial Services and Markets Act 2000,
as amended, modified or re-enacted from time
to time;
GAIL Gas Authority of India Limited, a company incorporated
in India;
Ganesha Discovery as defined in paragraph 8 (Litigation) of Part
VII (Additional Information) the Circular;
GOI the Government of India;
Great Britain the island consisting of England, Scotland
and Wales;
Group the Company and HEPI;
GS-01 the oil and gas block GS-OSN-2000/1 located
in the Gujarat- Saurashtra offshore basin off
India's West Coast;
GS-01 Production a production sharing contract dated 17 July
Sharing Agreement 2001 entered into between GOI, Reliance and
HEPI for the purpose of exploring and producing
oil and gas potentially existing in GS-01;
HEPI Hardy Exploration & Production (India) Inc.,
a corporation incorporated in the US State
of Delaware;
HOEC Hindustan Oil Exploration Company Limited,
a public company limited by shares incorporated
in the Republic of India with Corporate Identification
Number (CIN) L11100GJ1996PLC029880 and whose
registered office is at 'HOEC House', Tandalja
Road, Off Old Padra Road, Vadodara - 390020,
Gujarat, India;
Intra-Group Debt the indebtedness of HEPI to the Company, being
approximately $125,250,000 as at the date of
the Circular;
Invenire Invenire Energy Private Limited, a company
limited by shares incorporated in India under
the provisions of the Companies Act, 2013,
with Corporate Identification Number U74999TN2016PTC112345
and having its registered office at Meridian
House, No. 121/3, TTK Road, Alwarpet, Chennai
- 600 018, India;
Latest Practicable 21 August2019, being the latest practicable
Date or LPD date prior to publication of the Circular;
Listing Rules the listing rules made by the FCA under Section
73A FSMA;
Litigation and the litigation relating to CY-OS/2 and the
Disputes disputes relating to each of PY-3 and GS-01,
as further detailed in paragraph 1 of this
announcement and Part I (Letter from the Chairman)
and paragraph 8 (Litigation) of Part VII (Additional
Information) of the Circular;
London Stock the London Stock Exchange plc or its successor(s);
Exchange or LSE
Longstop Date 21 October 2019;
Main Market the main market of the LSE;
Market Abuse Regulation (EU) No 596/2014 of the European
Regulation or Parliament and of the Council of 16 April 2014
MAR on market abuse (market abuse regulation);
Net Proceeds total cash proceeds at Completion less the
payment of costs relating to the Transaction;
Notice of Extraordinary the notice of the EGM which is set out at the
General Meeting end of the Circular;
or EGM Notice
Official List the Official List maintained by the FCA pursuant
to Part VI of FSMA;
ONGC Oil & Natural Gas Company, a company incorporated
in India;
Ordinary Shares ordinary shares of $0.01 each in the share
capital of the Company;
Premium Listing a listing of shares on the "Premium Listing
(commercial company)" segment of the Official
List;
PY-3 the oil field block CY-OS-90/1 located near
the Tranquebar sub- basin off the East Coast
of India;
PY-3 Production a production sharing contract dated 30 December
Sharing Contract 1994 entered into vbetween GOI, ONGC, Vaalco,
HOEC and TATA for the purpose of exploring
and producing oil and gas potentially existing
in PY-3, a amended from time to time, including
an addendum dated 12 October 1999 entered into
by HEPI whereby HEPI acquired 18 per cent.
PI in PY-3 from Vaalco;
Registrar IQ EQ (Isle of Man) Limited;
Regulatory Information any of the services set out in Appendix II
Service or RIS to the Listing Rules;
Reliance Reliance Industries Limited, a private company
incorporated in India;
Remuneration the remuneration committee of the Board;
Committee
Reserves as defined in the Petroleum Resources Management
System (revised June 2018);
Resolution 1 the resolution to be proposed at the EGM to
approve the Transaction being Resolution 1
as set out in the EGM Notice , with any permitted
amendments thereto;
Resolution 2 the resolution to be proposed at the EGM to
approve the Transfer of Listing being Resolution
2 as set out in the EGM Notice , with any permitted
amendments thereto;
Resolutions Resolution 1 and Resolution 2;
Second Deed of The second deed of variation to the Share Purchase
Variation Agreement between the Company and Invenire
dated 22 August 2019 amending the Completion
Date.
Shareholders the holders of Ordinary Shares and "Shareholder"
shall be construed accordingly;
Share Purchase the share purchase agreement between the Company
Agreement (as seller) and Invenire (as buyer) dated 15
July 2019 (as amended by the Deed of Variation
and the Second Deed of Variation) detailing
the terms and conditions of the Transaction.
A summary of the key terms of the Transaction
are set out in Part III (Details of the Transaction)
of the Circular;
Standard Listing a listing of shares on the "Standard Listing"
segment of the Official List;
Subscription the agreement relating to the Capitalisation
Agreement and Waiver to be entered into by the Company
and HEPI on the Completion Date. A summary
of the key terms of the Subscription Agreement
are set out in Part III (Details of the Transaction)
of the Circular;
TATA TATA Petrodyne Limited, a private company incorporated
in India;
Transfer of Listing The transfer by the Company from its Premium
Listing to a Standard Listing;
Transaction the proposed disposal of the HEPI, pursuant
to the terms and conditions of the Share Purchase
Agreement as described in this announcement
and in Part I (Letter of the Chairman) and
Part III (Details of the Transaction) of the
Circular;
Treasurer the treasurer of the Company whose name is
set out at paragraph 3 of Part VII (Additional
Information) of the Circular;
uJV unincorporated joint venture;
UK United Kingdom of Great Britain and Northern
Ireland;
UK Corporate the UK Corporate Governance Code published
Governance Code by the UK Financial Reporting Council;
US or United United States of America, its territories and
States possessions, any State of the United States
of America and the District of Columbia.
-ends-
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 rns@lseg.com or visit www.rns.com.
END
MSCELLFLKVFLBBZ
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