Information  X 
Enter a valid email address

New World Oil & Gas (NEW)

  Print      Mail a friend

Wednesday 21 August, 2013

New World Oil & Gas

Proposed Issue of Equity & Notice of AGM

RNS Number : 1792M
New World Oil & Gas
21 August 2013
 



 

 

 

New World Oil and Gas Plc / Index: AIM / Epic: NEW / Sector: Oil & Gas

21 August 2013

New World Oil and Gas Plc ('New World' or the 'Company')

 

Proposed issue of 2,184,897,959 Subscription Shares to Niel Petroleum S.A. for an aggregate consideration of US$25 million (gross) (0.735p per Subscription Share) and a related conditional Debt Facility Commitment Letter

and

Notice of Annual General Meeting

 

The Circular will be made available at the Company's registered office from the date of the Circular until the date of the Annual General Meeting. The Circular will also be available for download from the Company's website: www.nwoilgas.com.

Appendix I

1.       Introduction and Summary

The Company has agreed a financing package with Niel Petroleum S.A. (the "Subscriber").

The proposed financing package consists of the proposed issue of the Subscription Shares to the Subscriber to raise gross proceeds of US$25 million (approximately £16 million) and a related Debt Facility Commitment Letter in respect of a proposed loan of US$25 million (approximately £16 million) to be made available by the Subscriber to the Company subject to certain terms and conditions (including, without limitation, the agreement of mutually acceptable facility documentation) to finance certain oil and gas projects which the Subscriber approves from time to time.

Pursuant to the Subscription Agreement, save with the majority of Board (such majority including at least one Subscriber Director (as defined in paragraph 6 of Part II of the Circular)) voting in favour, the purposes for which the Subscription proceeds may be used are limited to, in summary: (i) acquiring or pursuing business opportunities involving the exploration, development and/or production of oil and/or gas on which the Company and Subscriber agree; and (ii) paying certain overheads at a level no greater than budgeted at the date of the Subscription Agreement in the ordinary course of business (where approved by the Board) or as pre-agreed in the Subscription Agreement.

The Subscription will therefore support and strengthen the Company's ongoing discussions regarding obtaining farm-in or joint venture partners in Denmark and/or Belize, in addition to possible funding for the acquisition of new projects and opportunities in accordance with the Company's strategy. It is also anticipated that the Subscriber, with its directors' expertise and connections, will provide access to new projects and opportunities for the Company and assist in the acquisition and development of any such projects. The Debt Facility Commitment Letter may also offer an alternative to equity funding in the future (subject to various terms and conditions being met).

I am writing to give you further information on the Transaction and to explain why the Directors believe it to be fair and reasonable and in the best interests of the Company and Shareholders as a whole and accordingly why they unanimously recommend that Shareholders vote in favour of the AGM Resolutions (which include the Transaction Resolution) to be proposed at the Annual General Meeting.

2.       Information regarding the Subscriber

The Subscriber is a junior oil and gas company incorporated and headquartered in Luxembourg. It was established in 2013 to take over the oil and gas business and assets of Niel Natural Resources Investments S.A. ("NNRI"). These assets have not yet been transferred to the Subscriber. Transfer of NNRI's Sudanese, Ethiopian and Central African assets is expected to take place in September 2013. NNRI, which is also a Luxembourg company, continues to hold mining assets.

The Subscriber's strategy is to develop a large and diversified portfolio of early stage oil and gas assets principally in Africa, focussed on Senegal, Guinea, Democratic Republic of Congo, Sudan and Ethiopia.

The Subscriber intends to grow its business both through organic growth and investment in companies, such as the Company, presenting synergistic opportunities. Such companies could be based in Africa (e.g. Ethiopia, Sudan), Europe (e.g. UK, Denmark), or Central America (e.g. Mexico, Belize).

The directors of the Subscriber are Mr. Laurent Foucher, Mr. Nicolas Bourg and Mr. Jean-Charles Charki.

Laurent Foucher, 47, is a board member of the Subscriber. He has experience of more than 20 years in the oil and gas industry principally in Africa. He was the founder and a board member of NNRI. He was CEO of Interco, Monaco, from 2003 to 2009 and was development and acquisition adviser to the CEO of Maurel & Prom S.A. ("M&P") from 2001 to 2007. During this period, he helped develop and negotiate the sale of the M'boundi Field in the Republic of Congo to ENI. He also helped introduce M&P in the Gabon, where two discoveries were made and developed. He has a Degree in Economics (1988) from University Paris IX, Dauphine and a DULCO-Chinese from INALCO, the National Institute of Oriental Languages and Civilisations.

Nicolas Bourg, 42, is a board member of the Subscriber. He is currently also CEO and President of the board of the SDG Investment Fund (pending incorporation), a fund for international real estate developments. He was the founder and CEO of B.R.D.B. Consulting S.A. from 2006 to 2011, a company dedicated to the sourcing, financing and management of international real estate projects including "The Parc" luxury hotel and residential development in Villars Switzerland. In 2004, he founded a residential real estate development fund, Auguria. He also founded and subsequently sold Tictacbook S.A. and Kordell & Kordell S.A., both in the digital printing field. He has a Master Degree in Economics (1994) from the Université Catholique de Louvain.

Details of Jean-Charles Charki are given in paragraph 6 of Part II of the Circular.

Niel Finance & Services S.A. is the sole shareholder of the Subscriber and is owned equally by Mr. Laurent Foucher and Mr. Nicolas Bourg, as is NNRI. The directors of Niel Finance & Services S.A. are Mr. Laurent Foucher, Mr. Nicolas Bourg and Mr. Charles De Bavier. Mr. Charles De Bavier, aged 65, is an Italian born attorney-at-law.

The Subscriber's funds for the Subscription, and potentially the Debt Facility, will be provided equally by Mr. Laurent Foucher and Mr. Nicolas Bourg via, and as shareholders of, the Subscriber's holding company and originate largely from the proceeds of sales of interests in certain oil, gas and potash assets in Africa.

In the event that the Subscription proceeds, immediately following the Subscription, the shareholding of the Subscriber in the Company will be, in aggregate, 2,184,897,959 Ordinary Shares, representing approximately 75.66 per cent. of the Enlarged Share Capital.

3.       Proposed Issue of the Subscription Shares and Debt Facility Commitment Letter

As noted above, the financing package comprises:

(a) the proposed issue of the Subscription Shares to the Subscriber for an aggregate subscription price of US$25 million (gross) on the terms of the Subscription Agreement; and

 (b) the Debt Facility Commitment Letter in respect of a proposed loan of US$25 million (gross) to be made available by the Subscriber to the Company subject to certain terms and conditions (including, without limitation, the agreement of mutually acceptable facility documentation), which would be used to finance certain oil and gas related projects in respect of which the Company first receives a written positive approval from the Subscriber.

The proposed issue of the Subscription Shares is subject to certain conditions precedent (including, without limitation, the passing of the Transaction Resolution). Further, assuming the issue of the Subscription Shares on the terms of the Subscription Agreement, the Subscriber will have a substantial shareholding in the Company (being approximately 75.66 per cent. of the Enlarged Share Capital) and accordingly it has entered into the Relationship Agreement to, inter alia, regulate its relationship with the Company.

A summary of the terms of the Subscription Agreement, the Relationship Agreement and the Debt Facility Commitment Letter is included in Part III of the Circular.

4.   Use of Proceeds

Pursuant to the Subscription Agreement, save with the majority of Board (such majority including at least one Subscriber Director (as defined in paragraph 6 of Part II of the Circular)) voting in favour, the purposes for which the Subscription proceeds may be used are limited to, in summary: (i) acquiring or pursuing business opportunities involving the exploration, development and/or production of oil and/or gas on which the Company and Subscriber agree; and (ii) paying certain overheads at a level no greater than budgeted at the date of the Subscription Agreement in the ordinary course of business (where approved by the Board) or as pre-agreed in the Subscription Agreement.

As noted in the Circular and as previously announced, the Company, as operator, is currently advancing three projects in Belize and Denmark and is looking to acquire additional assets that meet its investment criteria and complement its existing portfolio. The Transaction will result in a considerable amount of funds being made available (US$25 million in respect of the Subscription and potentially the Debt Facility). Part of the Subscription proceeds will be used for agreed overheads which the Board expects will, in turn, support and strengthen the Company's on-going discussions regarding obtaining farm in or joint venture partners in Denmark and Belize in addition to providing certain funds which may be made available for the acquisition of new projects and opportunities.

 

 

It is anticipated that the Subscription proceeds will be applied as follows:



US$

Costs of Transaction (estimated)

400,000

Agreed Overheads

5,000,000*

New Projects

19,600,000**

 

Notes:

* Estimated to 31 December 2014. Subscription proceeds remaining may continue to be used for payment of overheads after 31 December 2014.

** Subject to agreement between the Company and the Subscriber. It is not expected that the Subscription proceeds will be available for the Company's existing projects in Belize and Denmark.

5.   Operational Update

The Company announced its final audited results for the year ended 31 December 2012 on 28 June 2013. Since then the Company, as announced on 16 July 2013, has received an update from RPS Energy to the competent person's report published in the Readmission Document for the Danica Jutland Licences and, as announced on 1 August 2013, the Company has received a letter of opinion from RPS Energy in relation to the Danica Resources Project.


By way of a brief operational update: Blue Creek Project

As announced on 28 June 2013, NWOG Belize has earned into a 100 per cent. participating interest in the Blue Creek PSA (subject to BCE maintaining a 5 per cent. royalty over-ride).

The Blue Creek PSA will be entering into its third renewal phase in October and a request (along with a recommendation to the Government for partial relinquishment) has already been made in this regard. We are committed to doing some geochemistry and seismic re-processing and re-evaluation which has been verbally approved by the Government. As noted in previous announcements, we are currently seeking a farm in or joint venture partner to reduce costs and de-risk.

Danica Jutland Project

As announced on 8 March 2013, NWOG Jutland has earned into a 25 per cent. participating interest in the Danica Jutland Licences.

As announced on 17 June 2013, phase 3 of the Danica Jutland Licences' work programmes were extended for six months. We are committed to doing some geochemistry, seismic re-processing and interpretation. As noted in previous announcements, we are currently seeking a farm in or joint venture partner to reduce costs and de-risk and are currently in discussions in this regard.

Danica Resources Project

As announced on 18 March 2013, NWOG Resources has earned into a 25 per cent. participating interest in the Danica Resources Licence 1/08.

As noted in previous announcements, we are currently seeking a farm in or joint venture partner to reduce costs and de-risk and are currently in discussions in this regard.

As at the date of this announcement, and except as set out elsewhere in this announcement, there is no new information to be published which has not already been announced.

Copies of all announcements are available on the Company's website.

6.       Board Changes

One of the terms of the Relationship Agreement is that, on the date of Admission, the Subscriber will be entitled (subject to certain terms and conditions) to appoint, in the first instance, two Subscriber nominated directors (the "Subscriber Directors") to the Board (please see the summary of the Relationship Agreement contained within Part III of the Circular and, in particular the sub-headings 'Board Composition' and 'Appointment of Directors', for further information in this regard).

It is anticipated that one such Subscriber Director, a Mr. Jean-Charles Charki, will be appointed by the Board as a non-executive director of the Company from the date of Admission. It is also anticipated that on the date of Admission Mr. Roland Frederick Hodder will resign as a director of the Company and will be appointed as a consultant to the Company.

Mr. Jean-Charles Charki, aged 41, is a board member of the Subscriber and is also the founder and CEO of Iota M.E., a financial advisory firm focusing on Africa. He is also a member of the board of directors of L14 Capital Partners S.A., a Luxembourg based renewable energy fund and a president of LPA Holding. Previously, he was a partner at Messier Associes SCS (French merger and acquisition advisers) and the Chairman of 3S Photonics S.A., designer and manufacturer of optoelectronic components, after having worked for Merrill Lynch S.A. and Merrill Lynch Ltd in the mergers and acquisitions division, and as a financial analyst at Exane S.A. He began his career as an auditor at Arthur Andersen (PGA S.A.). He has a Bachelor's Degree from l'Institut d'Etudes Politiques (IEP) in Paris, and an MBA from the Wharton School of Business of the University of Pennsylvania.


7.       Articles and City Code Position prior to 30 September 2013

The City Code does not currently apply to the Company on the basis that the Company's place of central management and control is not and is not expected to be in the UK, the Channel Islands or the Isle of Man. At any time when the Company is not subject to the City Code, the Articles contain provisions which seek to replicate certain protections provided by the City Code, although the Takeover Panel will have no responsibility or involvement in their enforcement.

Under the Articles, which seek to replicate Rule 9 of the City Code ("Rule 9"), unless the Directors have approved and (for the purposes of Article 83) have consented to a proposed transaction taking place: (i) if a person (or persons acting in concert with him) acquires an interest in shares which, when taken together with shares already held by him (or persons acting in concert with him) carry 30 per cent. or more of the voting rights of the Company, that person is normally required to make a general offer in cash to the remaining Shareholders to acquire their shares on specified terms; and (ii) if any person (together with persons acting in concert with him) is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of the Company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer in cash to the remaining Shareholders will normally be required to be made by such person if any further interests in shares are acquired by any such person (or persons acting in concert with him) on specified terms.

Subject to the passing of the Transaction Resolution, the Directors have approved and (for the purposes of Article 83) have consented to the Transaction (including the Subscription) and accordingly the Subscriber shall not be obliged to make an 'offer' to all Shareholders under Article 80 and Articles 81 and 82 will not be relevant.

Position post 30 September 2013

On 15 May 2013, the Takeover Panel announced that certain proposed changes to the City Code will be implemented on 30 September 2013.

Among other changes, the residency test in section 3(a)(ii) of the Introduction to the City Code will no longer apply to companies (such as the Company) which have their registered offices in the UK, Channel Islands or the Isle of Man and which have their securities admitted to trading on a multi-lateral trading facility (which includes AIM) in the UK. This means that the residency test will no longer apply to the Company, and so the Company will be subject to the City Code, from 30 September 2013.

Brief details of the mandatory offer provisions under the City Code (which is administered by the Takeover Panel) are set out below.

Under Rule 9 where: (i) any person acquires shares which, when taken together with shares already held by him or shares held or acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rights of a company subject to the City Code; or (ii) any person who, together with persons acting in concert with him, holds not less than 30 per cent. but not more than 50 per cent. of the voting rights of a company subject to the City Code and such person, or persons acting in concert with him, acquires any additional shares which increase his percentage of the voting rights, such persons are normally obliged to make a general offer to all the remaining shareholders to purchase, in cash, their shares at the highest price paid by him, or any person acting in concert with him, within the preceding 12 months.

In the event that the Subscription proceeds, following the Subscription, the Subscriber will hold more than 50 per cent. of the Enlarged Share Capital and any further increase in their aggregate shareholding will not be subject to the provisions of Rule 9 of the City Code.

8.       Annual General Meeting

A notice convening the Annual General Meeting to be held at Ogier House, The Esplanade, St. Helier, Jersey JE4 9WG at 1.00 p.m. on 12 September 2013 is set out in Part VII of the Circular. At the Annual General Meeting, Shareholders will be asked to consider the AGM Resolutions (which include the Transaction


Resolution). The Transaction Resolution must be passed in order to effect the Transaction. The AGM Resolutions (which include the Transaction Resolution) being proposed are as follows:

"ORDINARY RESOLUTIONS

1.      the Company's audited accounts for the period ended 31 December 2012 are adopted;

2.      Georges Nicolas Sztyk, who retires as a director pursuant to Article 33 of the Company's articles of

association (the "Articles"), be re-appointed as a director of the Company;

3.      Stephen Polakoff, who retires as a director pursuant to Article 33 of the Articles, be re-appointed as a

director of the Company;

4.      the appointment of Chapman Davis LLP as auditor of the Company to hold office until the conclusion

of the next annual general meeting is approved;

SPECIAL RESOLUTIONS

5.      the entry into, and performance by the Company of, the:

(a)      subscription agreement dated 21 August 2013 and made between the Company and Niel Petroleum S.A. (the "Subscriber") (the "Subscription Agreement");

(b)      relationship agreement dated 21 August 2013 and made between the Company and the Subscriber (the "Relationship Agreement"); and

(c)      debt facility commitment letter dated 21 August 2013 from the Subscriber to (and
acknowledged by) the Company (the "Debt Facility Commitment Letter") (and, if relevant any debt facility agreement (or related documentation) which may be entered into pursuant to the Debt Facility Commitment Letter on terms to be agreed between the board of directors of the Company and the Subscriber),

(the material terms of the Subscription Agreement, Relationship Agreement and Debt Facility Commitment Letter have been described in the Company's circular to Shareholders of which this Notice forms part) be and is hereby approved and authorised and that, in connection with this, the directors be generally and unconditionally authorised in accordance with Article 2.16 of the Articles to exercise all the powers of the Company to allot up to 2,184,897,959 ordinary shares of no par value (being the ordinary shares of no par value which the Subscriber has agreed to subscribe for pursuant to the Subscription Agreement) in the Company without the application of Article 2.8 of the Articles. The authority referred to in this resolution shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted after such expiry and the directors may allot shares pursuant to any such offer or agreement as if the authority hereby conferred had not expired; and

6.      the directors be generally and unconditionally authorised in accordance with Article 2.16 of the

Articles to exercise all the powers of the Company to allot up to 2,184,897,959 ordinary shares of no par value in the Company without the application of Article 2.8 of the Articles. The authority referred to in this resolution shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted after such expiry and the directors may allot shares pursuant to any such offer or agreement as if the authority hereby conferred had not expired."

The reasons for the Transaction Resolution are set out at paragraphs 3 and 4, as well as paragraph 10, of Part II of the Circular.


Special resolution 6 is proposed both to allow the Company to raise additional funds through the issue of Ordinary Shares if agreement cannot be reached with the Subscriber on the use of the Subscription proceeds and to allow the Company to raise funds through the issue of Ordinary Shares if the Transaction Resolution is not approved.

9.       Action to be taken

A Form of Proxy is enclosed for Shareholders at the Annual General Meeting. If you are a Shareholder, you are requested to complete, sign and return the Form of Proxy, whether or not you intend to be present at the meeting, and return it to Computershare Investor Services (Jersey) Limited at c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later than 1.00 p.m. (London time) on 10 September 2013. The completion and return of a Form of Proxy will not prevent you from attending the meeting and voting in person should you subsequently wish to do so.

10.     Recommendation

The Board believes that the Transaction and the passing of the AGM Resolutions (which include the Transaction Resolution) is fair and reasonable and is in the best interests of Shareholders as a whole, and the Company, for the following reasons:

(i)      it secures the Company's planned financing requirements at a time of challenging global economic and market conditions and, in particular, the Subscription will provide financing to support and strengthen the Company's ongoing discussions regarding obtaining farm-in or joint venture partners in Denmark and/or Belize;

(ii)     the Subscription also provides the Company (subject to agreement with the Subscriber) with funding to execute potential investments in new opportunities in accordance with the Company's strategy;

(iii)    it is anticipated that the Subscriber, with its directors' expertise and connections, will provide access to new projects and opportunities for the Company and assist in the acquisition and development of any such projects;

(iv)    the Debt Facility Commitment Letter may also offer an alternative to equity funding in the future (subject to various terms and conditions being met); and

(v)     it would be very difficult to raise funds similar to the amount of the Subscription through the equity market on better terms or at all so that, notwithstanding the dilution (and other risk factors set out in Part VI of the Circular), the Transaction presents a good opportunity in the view of the Board.

Accordingly, the Directors unanimously recommend that the Shareholders vote in favour of the AGM Resolutions (including the Transaction Resolution) as they intend to do or procure to be done in respect of their own and their connected persons' (within the meaning of Sections 252 to 254 of the UK Companies Act) beneficial holdings which together represent approximately 9.03 per cent. of the issued Ordinary Shares at the date of the Circular (being 63,402,326 Ordinary Shares).

Appendix II

ILLUSTRATIVE STATISTICS RELATING TO THE SUBSCRIPTION

Subscription Price

0.735p

Total number of Ordinary Shares in issue as at the date of the Circular

702,723,713

Number of Subscription Shares

2,184,897,959

Enlarged Share Capital

2,887,621,672

Subscription Shares as an approximate percentage of the Enlarged Share Capital

75.66%

Gross proceeds of Subscription

US$25,000,000

Net proceeds of Subscription (estimated)

US$24,600,000

 

Appendix III

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event                                                                                                                       Time and/or date

Record date for the Annual General Meeting                                          1.00 p.m. on 10 September 2013

Publication of the Circular and Form of Proxy                                                                21 August 2013

Latest time and date for receipt of Forms of Proxy from the Shareholders  1.00 p.m. on 10 September 2013

Annual General Meeting                                                                       1.00 p.m. on 12 September 2013

Announcement of the results of the Annual General Meeting                                       12 September 2013

Expected date of issue of the Subscription Shares                                                      25 September 2013

Expected date of Admission of the Subscription Shares                                              25 September 2013

Notes:

1.     References to times in this announcement are to the time in London, United Kingdom unless otherwise stated.

2.     The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by the Company (with the agreement of the Nominated Adviser), in which event details of the new time(s) and date(s) will be notified to AIM and, where appropriate, Shareholders via a regulatory information service.

Appendix IV

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

"Admission"                                   means the admission of the Subscription Shares to trading on AIM

becoming effective in accordance with rule 6 of the AIM Rules;

"AGM Resolutions"                       the ordinary and special resolutions being proposed at the Annual

General Meeting (which include the Transaction Resolution);

"AIM"                                             the market known as AIM operated by the London Stock Exchange;

"AIM Rules"                                  the rules applicable to companies whose securities are traded on

AIM and their advisers, together with the guidance note for mining and oil and gas companies, as published by the London Stock Exchange from time to time;

"Annual General Meeting"            the meeting of the Shareholders of the Company to be held on

12 September 2013 at Ogier House, The Esplanade, St. Helier, Jersey JE4 9WG at 1.00 p.m.;

"Articles"                                        the articles of association of the Company, in force from time to

time;

"BCE"                                             has the meaning given in the Readmission Document;

"Blue Creek Project"                     has the meaning given in the Readmission Document;

"Blue Creek PSA"                         has the meaning given in the Readmission Document;

"Board"                                           the board of directors of the Company from time to time;

"Circular"                                       the document including all attachments and enclosed papers to be posted to Shareholders on 21 August 2013;

"City Code"                                    the UK City Code on Takeovers and Mergers;

 "Company" or "New World"         New World Oil and Gas Plc;

"CREST"                                        the computerised settlement system (as defined in the CREST

Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncertificated form;

"CREST Regulations"                    the Uncertificated Securities Regulations 2001 including any

enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;

"Danica Jutland Licences"             has the meaning given in the Readmission Document;

"Danica Jutland Project"                has the meaning given in the Readmission Document;

"Danica Resources Licence 1/08" has the meaning given in the Readmission Document;

"Danica Resources Project"          has the meaning given in the Readmission Document;

"Debt Facility"                                the proposed loan of up to US$25 million to be advanced to the

Company by the Subscriber (as envisaged by the Debt Facility Commitment Letter);

"Debt Facility Commitment Letter" the debt facility commitment letter in respect of the proposed Debt Facility to be made available by the Subscriber to the Company subject to certain terms and conditions (including, without limitation, the agreement of mutually acceptable facility documentation), details of which are set out in Part III of the Circular;

"Directors"                                     the current directors of the Company whose names are set out on

page 5 of the Circular;

"Enlarged Share Capital"               the Ordinary Shares in issue on completion of the Subscription

(excluding any Ordinary Shares issued after the date of this announcement on exercise of existing options or warrants or otherwise);

"Euroclear"                                     Euroclear UK and Ireland Limited, a company incorporated in

England & Wales with registered number 2878738 and the operator of CREST;

 "FCA"                                            the Financial Conduct Authority of the United Kingdom;

"Form of Proxy"                             as included in the notice of Annual General Meeting being Part VII

of the Circular;

 "Government"                               has the meaning given in the Readmission Document;

 "London Stock Exchange"            London Stock Exchange plc;

"Nominated Adviser" or                 Beaumont Cornish Limited, the Company's nominated adviser;

"Beaumont Cornish"

"NWOG Belize"                             has the meaning given in the Readmission Document;

"NWOG Jutland"                            has the meaning given in the Readmission Document;

"NWOG Resources"                      has the meaning given in the Readmission Document;

 "Ordinary Shares"                         the ordinary shares of no par value in the capital of the Company in

issue from time to time;

"Readmission Document"              the Company's readmission document dated 3 July 2012 which can

be downloaded from the Company's website (www.nwoilgas.com);

"Relationship Agreement"             the relationship agreement entered into by the Company and the

Subscriber, details of which are set out in Part III of the Circular;

"SCS"                                              Shore Capital Stockbrokers Limited, the Company's broker;

"Shareholders"                               holders of Ordinary Shares;

"Subscriber"                                   Niel Petroleum S.A.;

"Subscription"                                the subscription by the Subscriber for the Subscription Shares

pursuant to the Subscription Agreement;

"Subscription Agreement"             the subscription agreement entered into between the Company and

the Subscriber for the conditional subscription of the Subscription Shares by the Subscriber, details of which are set out in Part III of the Circular;

"Subscription Shares"                    the 2,184,897,959 Ordinary Shares which the Subscriber has agreed

to subscribe for pursuant to the Subscription Agreement;

"Takeover Panel"                           The Panel on Takeovers and Mergers;

"Transaction"                                 the proposed transaction (including the Subscription) as set out in

the Debt Facility Commitment Letter, the Subscription Agreement and the Relationship Agreement;

"Transaction Resolution"               the special resolution numbered 5 to be tabled at the Annual

General Meeting which is to be voted on by way of a poll;

"UK" or "United Kingdom"           the United Kingdom of Great Britain and Northern Ireland;

"UK Companies Act"                     the Companies Act 2006 of the United Kingdom;

"uncertificated" or "in                    recorded on the relevant register of the share or security concerned

uncertificated form"                        as being held in uncertificated form in CREST and title to which

may be transferred by means of CREST;

"United States" or "US"                 the United States of America, its territories and possessions, any

state of the United States of America and the district of Columbia and all other areas subject to its jurisdiction;

 "£"                                                  pounds sterling, the lawful currency of the UK from time to time;

and

"US$"                                               the legal currency of the United States from time to time.

Notes:

In this announcement figures stated in £ and US$ are based on the exchange rate of US$1: £0.64236.

 

Beaumont Cornish, which is authorised and regulated in the UK by the FCA, is the Company's nominated adviser for the purposes of the AIM Rules and, as such, its responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person or entity in respect of his reliance on any part of this announcement or the Circular. Beaumont Cornish is acting exclusively for the Company, as nominated adviser for the purposes of the AIM Rules, in relation to the matters described in the Circular and this announcement and is neither taking responsibility for the commercial assessment of the Transaction, which remains the sole responsibility of the Board, nor for any matters outside the duties of a nominated adviser, as prescribed by the AIM Rules, nor is it advising any other person and accordingly will not be responsible to any person other than the Company for providing the protections afforded to the clients of Beaumont Cornish or for providing advice in relation to the matters described in this announcement or the Circular. No representation or warranty, express or implied is made by Beaumont Cornish for the accuracy of any information or opinions contained in this announcement or the Circular or for the omission of any material information, for which it is not responsible.

 

SCS, which is authorised and regulated in the United Kingdom by the FCA, is the Company's broker for the purposes of the AIM Rules. SCS is acting for the Company and no one else and will not be responsible to any other person for providing the protections afforded to customers of SCS nor for providing advice in relation to the contents of this announcement or the Circular or any matter referred to herein. No representation or warranty, express or implied is made by SCS for the accuracy of any information or opinions contained in this announcement or the Circular or for the omission of any material information, for which it is not responsible.

 

** ENDS **

 

For further information please visit www.nwoilgas.com or contact:

 

 

Enquiries:

Jerry Keen

Shore Capital

Tel: +44 (0) 20 7408 4090

Pascal Keane

Shore Capital

Tel: +44 (0) 20 7408 4090

 

 

 

 

Hugo de Salis

St Brides Media & Finance Ltd

Tel: +44 (0) 20 7236 1177

Lottie Brocklehurst

St Brides Media & Finance Ltd

Tel: +44 (0) 20 7236 1177

Frank Buhagiar

St Brides Media & Finance Ltd

Tel: +44 (0) 20 7236 1177

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCEAPPFALKDEEF

a d v e r t i s e m e n t