TIDMTGL
RNS Number : 5737C
TransGlobe Energy Corporation
12 October 2022
TRANSGLOBE ENERGY CORPORATION ANNOUNCES
COURT APPROVAL FOR THE PLAN OF ARRANGEMENT
TSX & AIM: "TGL" & NASDAQ: "TGA"
Calgary Alberta, October 11, 2022 - TransGlobe Energy
Corporation ("TransGlobe" or the "Corporation") is pleased to
announce that today it received final approval from the Court of
King's Bench of Alberta for the previously announced plan of
arrangement (the "Arrangement") pursuant to Section 193 of the
Business Corporations Act (Alberta), pursuant to which the holders
("TransGlobe Shareholders") of common shares of TransGlobe
("TransGlobe Common Shares") will receive, for each TransGlobe
Common Share held, 0.6727 of a share of common stock, par value
$0.10 per share, of VAALCO Energy, Inc. (the "Transaction").
The Arrangement is expected to occur on or about October 13,
2022. On October 14, 2022, it is expected that TransGlobe Common
Shares will be delisted on NASDAQ and trading of TransGlobe Common
Shares on AIM will be cancelled, and within 2 days following
receipt by the Toronto Stock Exchange ("TSX") of the required
documents relating to the completion of the Arrangement, trading of
TransGlobe Common Shares will be delisted from the TSX.
In order for TransGlobe Shareholders to receive the
consideration to which they are entitled pursuant to the
Arrangement, TransGlobe Shareholders are required to deposit the
certificate(s) or direct registration statement ("DRS") advice(s)
(if any) representing TransGlobe Common Shares held by them along
with the letter of transmittal, validly completed and duly
executed, and all other documents required by the terms of the
Arrangement and the letter of transmittal, with Computershare
Investor Services Inc. ("Computershare") at the addresses specified
on the back page of the letter of transmittal. Registered holders
of TransGlobe Common Shares who do not deposit a validly completed
and duly executed letter of transmittal, together with the
certificate(s) or DRS advice(s) representing their TransGlobe
Common Shares and the other relevant documents, will not receive
the consideration to which they are otherwise entitled pursuant to
the Arrangement until the deposit of such materials is made.
Letters of transmittal were previously sent to registered
TransGlobe Shareholders. All questions, including any request for
another letter of transmittal, should be directed to Computershare,
which can be contacted at 1-800-564-6253 (toll free) or
1-514-982-7555 (outside North America) or
corporateactions@computershare.com.
The expected timetable for the Transaction has been included
below. Please note that the dates given in this expected timetable
below are based on TransGlobe's current expectations and are
subject to change.
Expected Date/Time Event
October 13, 2022 at close TransGlobe's depositary interests
of business (London time) in CREST disabled
---------------------------------------
October 13, 2022 at 11:00 Effective Time of the Arrangement
p.m. (Calgary time)
---------------------------------------
October 14, 2022 at 7:00 a.m. Trading of TransGlobe's Common
(London time) Shares on AIM cancelled
---------------------------------------
October 14, 2022 at 8:00 a.m. VAALCO Energy, Inc. shares re-admitted
(London time) to trading and Consideration Shares
admitted to trading on the Standard
Listing segment of the Official
List and to the LSE
---------------------------------------
October 14, 2022 at 7:30 a.m. TransGlobe Common Shares delisted
(Calgary time) on NASDAQ
---------------------------------------
Within 2 days following receipt TransGlobe Common Shares delisted
by the TSX of the required from TSX
documents relating to the
completion of the Arrangement
---------------------------------------
About TransGlobe
TransGlobe Energy Corporation is a cash flow focused oil and gas
exploration and development company whose current activities are
concentrated in the Arab Republic of Egypt and Canada. TransGlobe
Common Shares trade on the Toronto Stock Exchange and the AIM
market of the London Stock Exchange under the symbol TGL and on the
NASDAQ Exchange under the symbol TGA.
For further information, please contact:
TransGlobe Energy Corporation +1 403 264 9888
Randy Neely, President and CEO investor.relations@trans-globe.com
Eddie Ok, CFO http://www.trans-globe.com
or via Tailwind Associates
Evercore Partners International LLP +44(0) 20 7653 6000
(Financial Advisor)
David Waring
Aditya Lohia
Andrew MacNiven
Tailwind Associates (Investor Relations) +1 403 618 8035
Darren Engels darren@tailwindassociates.ca
https://www.tailwindassociates.ca/
Canaccord Genuity (Nomad & Joint-Broker)
Henry Fitzgerald-O'Connor
Gordon Hamilton +44(0) 20 7523 8000
Shore Capital (Joint Broker)
Toby Gibbs
John More +44(0) 20 7408 4090
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking information and
forward-looking statements within the meaning of applicable
securities laws and is based on the expectations, estimates and
projections of management of TransGlobe as of the date of this
press release, unless otherwise stated. The use of any of the words
"expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "believe", "plans",
"intends" and similar expressions are intended to identify
forward-looking information. In particular, this press release
contains, without limitation, forward-looking information and
statements pertaining to: the expected closing date of the
Transaction; the anticipated benefits of the Transaction for
TransGlobe Shareholders; and the ability of the parties to satisfy
the other conditions to, and to complete, the Arrangement.
With respect to the forward-looking statements contained in this
press release, TransGlobe has made assumptions, including but not
limited to expectations and assumptions concerning the ability of
the parties to complete the Arrangement on the terms and on the
timing contemplated by management, and the assumption that all
necessary conditions will be met for the completion of the
Arrangement. Although TransGlobe believes that the expectations
reflected in the forward-looking statements contained in this press
release, and the assumptions on which such forward-looking
statements are made, are reasonable, there can be no assurance that
such expectations will prove to be correct. Readers are cautioned
not to place undue reliance on forward-looking statements included
in this press release, as there can be no assurance that the plans,
intentions or expectations upon which the forward-looking
statements are based will occur.
By their nature, forward-looking statements involve numerous
assumptions, known and unknown risks and uncertainties that
contribute to the possibility that forward-looking statements will
not occur. These risks and uncertainties include, without
limitation, the failure of TransGlobe and VAALCO Energy, Inc. to
obtain necessary approvals, or to otherwise satisfy the conditions
to completion of the Transaction, in a timely manner, or at all.
The forward-looking statements contained in this press release are
made as of the date hereof and TransGlobe does not undertake any
obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information,
future events or otherwise, unless so required by applicable
securities laws.
Readers are cautioned that the foregoing lists of factors are
not exhaustive. Additional information on these and other factors
are included in reports on file with Canadian securities regulatory
authorities and may be accessed through the SEDAR website
(www.sedar.com) and at TransGlobe's website (trans-globe.com).
Furthermore, the forward-looking statements contained in this press
release are made as at the date of this press release and
TransGlobe does not undertake any obligation to update publicly or
to revise any of the forward-looking statements, whether as a
result of new information, future events or otherwise, except as
may be required by applicable securities laws.
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END
MSCFFWSEEEESEES
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