TIDMNUOG
RNS Number : 4305O
Nu-Oil and Gas PLC
02 October 2019
2 October 2019
Nu-Oil and Gas plc
("Nu-Oil" or "the Company")
Board Changes, Debt Restructuring, Placing, Sale of Joint
Venture and General Meeting
Nu-Oil is pleased to announce the implementation of a number of
changes to strengthen the Company's financial position and create
the foundation for a new strategic direction.
Notification of Transfer and Renegotiation of Debt
The Company has been informed by Shard Capital Management
Limited ("Shard") that it has sold its loan owing to Shard by
Nu-Oil to C4 Energy Ltd ("C4"), a UK incorporated private
company.
Following the sale of debt, the Company has granted C4 loan
notes of GBP10,000 denomination, which will be freely transferable,
which sets the loan balance at GBP2.5 million (the "Loan Notes").
The Loan Notes are unsecured, interest free with a five-year term,
with repayment due at the end of term. Subject to approval of the
Company's shareholders at a general meeting to be convened (the
"General Meeting"), the Loan Notes will also have conversion
rights, at the option of the lender at any time, at a price of 0.05
pence per ordinary share, with C4 agreeing to a cap of 29.9% of the
issued ordinary share capital at any point in time.
The basis of the new balance follows from the Company agreeing
to borrow GBP1,000,000 from Shard for 12 months at a 20% interest
rate on 25 November 2013. In December 2014, the Company obtained a
further loan of GBP200,000 from Shard. In addition, the loan was
secured against PL2002-01(A) and had a right of conversion. The
audited balance of this loan was shown on the 30 June 2018 balance
sheet in the 2018 Annual Report at GBP1.643 million and at GBP1.689
million in the unaudited interim accounts at 31 December 2018. With
accrued simple interest to 30 September 2019, the balance increased
to GBP2.215 million, with a higher number using a compound interest
method of calculation (the original loan documentation was not
specific on which basis the interest calculation should follow). In
order to secure favourable commercial terms and given the proposed
provision of short-term finance as set out below, the Directors of
the Company have agreed to set the final balance owed at GBP2.5
million.
Sale of interest in Marginal Field Development Company
The Company has also agreed to sell its 50% interest in Marginal
Field Development Company (MFDevCo) Ltd ("MFDevCo") to RMRI Limited
(which holds the remaining 50% interest in MFDevCo) in
consideration for the release of all outstanding debts due to RMRI
Limited and Alan Minty, which totals, in aggregate, GBP1,230,614.21
("Proposed Sale"). The Proposed Sale is considered to be a
fundamental disposal under the AIM Rules for Companies ("AIM
Rules"). As such it is subject to shareholder approval at the
General Meeting. In addition, the Proposed Sale is considered a
related party transaction under the AIM Rules as RMRI Limited is
controlled by Alan Minty, a former director within the last 12
months of Nu-Oil. To enable the continued development of MFDevCo,
the Nu-Oil Board have waived their shareholder rights on MFDevCo up
to the point of the General Meeting.
The Independent Directors of the Company (being Graham Scotton,
Frank Jackson, Tejvinder Minhas and Michael Bowman) consider,
having consulted with Strand Hanson Limited, that the terms of the
sale of the Company's 50% interest in MFDevCo to RMRI Limited are
fair and reasonable as far as shareholders are concerned.
Should the Proposed Sale be approved at the General Meeting the
Company will then be considered a cash shell under the AIM Rules
and will have six months to effect a reverse takeover under Rule 14
or be suspended from trading. If that happened, the Company would
have another six months to effect a reverse takeover or be
de-listed from AIM.
In addition, RMRI Limited will be issued with 88,709,678 new
Ordinary Shares in the Company to the value of GBP55,000 in
relation to ongoing services rendered to the Company, also subject
to shareholder approval. This is a significant discount on the
existing liability due to RMRI Limited for work undertaken by it on
MFDevCo activities.
Proposed Placing
The Company has conditionally agreed to raise gross proceeds of
GBP0.5 million by way of a placing of 1.0 billion new Ordinary
Shares at a price 0.05p per share, subject to shareholder approval
at the General Meeting ("Proposed Placing"). The subscribers of the
Proposed Placing have been introduced by representatives of C4. The
net proceeds of the Proposed Placing will be used for short term
general working capital purposes. In the event that the Proposed
Placing was not approved at the General Meeting, the Board would
have to seek alternative financing immediately. In the event that
such financing was not available then the Company would be put into
administration.
General Meeting
In order to implement the above, the Company will need authority
from Shareholders to issue the new Ordinary Shares pursuant to the
Proposed Placing, to grant the conversion rights under the Loan
Notes, to sell the interest in MFDevCo pursuant to AIM Rule 15 and
to grant the options and warrants referred to below. Accordingly,
the Company will post a circular to its shareholders as soon as
practical calling the General Meeting seeking approval for the
above, including the re-organisation of the Company's share capital
to reduce the nominal value of each Ordinary Share in order to
facilitate, inter alia, the Proposed Placing and granting of
conversion rights under the Loan Notes.
Directorate Changes
As part of the restructuring of the Company, Nu-Oil is pleased
to announce that Mr Jay Bhattacherjee will be appointed as
Non-Executive Chairman (elect) and Mr Andrew Dennan will be
appointed as Non-Executive Director (elect). Graham Scotton,
previously Executive Chairman, has transitioned to Non-Executive
Chairman. Frank Jackson remains as a Non-Executive Director. Damian
Minty, Joint Managing Director and Chief Financial Officer, and
Alison Pegram, Joint Managing Director, have agreed to resign their
roles and are standing down from the Board, effective immediately.
Non-Executive Directors, Professor Michael Bowman and Mr Tejvinder
Minhas, have also both resigned, effective immediately.
Mr Bhattacherjee and Mr Dennan will only join the Board subject
to all of the resolutions being passed at the General Meeting.
Both Mr Bhattacherjee and Mr Dennan are shareholders of C4 who,
following the transfer of debt, is the largest debt holder to the
Company.
Both Mr Bhattacherjee and Mr Dennan will be issued five-year
options to subscribe for 90 million new Ordinary Shares, subject to
shareholder approval, at a price of 0.0625 pence per share.
The Company further intends to have the ability to issue up to
120 million five-year warrants, subject to shareholder approval, to
selected service providers in the future which will also be awarded
at a price of 0.0625 pence per warrant share.
The Board is actively conducting a review of all aspects of the
Company's business and further announcements will be made in due
course.
Further information on Mr Bhattacherjee and Mr Dennan, as
required by AIM Rule 17 and Schedule Two, paragraph (g), to the AIM
Rules for Companies is as follows:
Jayanta Bhattacherjee, aged 41, is, or has been, a director or
partner of the following companies or partnerships during the past
five years:
Current directorships and/or partnerships Former directorships and/or partnerships
(within the last five years)
Blixtra Ltd Canyon Oil and Gas UK Ltd.
Blixtra UK Ltd. Aminex PLC
Cascade Group Limited Aminex Petroleum Services Ltd
Trilogy Ventures Ltd Amossco Holdings Ltd
Fresh and Natural Foods Tanzania Amossco Ltd
Ltd Amossco ODS Ltd
TJ Holdings Limited Ndovu Resources Ltd
Osceola Hydrocarbons PLC
Osceola Oil and Gas Ltd
Canyon Oil & Gas Ltd
Canyon Oil & Gas Moldova Ltd
Canyon Oil & Gas MOL SRL
Andrew Dennis Dennan, aged 34, is, or has been, a director or
partner of the following companies or partnerships during the past
five years:
Current directorships and/or partnerships Former directorships and/or partnerships
(within the last five years)
Alpha Growth PLC BSD Capital Ltd
Baron Lux LLP Ezilla PLC
Coro Energy PLC Penton Capital Ltd
Coro Europe Limited Saffron Energy Limited
Coro Energy Asia Limited Northsun Italia SpA
Coro Asia Limited
Coro Energy (Singapore) Pte. Ltd
Coro Energy Bulu (Singapore) Pte.
Ltd
Coro Energy Duyung (Singapore)
Pte. Ltd
Apennine Energy SpA
Enquiries
Nu-Oil and Gas plc
Simon Bygrave Tel: +44 (0)330 995 7988
Investor Relations & Communications
Strand Hanson Limited Tel: +44 (0)20 7409 3494
Rory Murphy/Ritchie Balmer/Jack
Botros
Novum Securities Limited Tel: +44 (0)20 7399 9425
Jon Belliss
Disclaimer
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
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
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