TIDMUPL
RNS Number : 2559J
Upland Resources Limited
16 August 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
This announcement is not an offer for sale, or a solicitation of
an offer to acquire, securities in any jurisdiction, including in
or into the United States, Canada, Australia, or Japan. Neither
this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
16 August 2019
UPLAND RESOURCES LIMITED
("Upland" or the "Company")
Corporate Migration to Jersey
The Board of Upland is pleased to announce that on 15 August
2019 the Company was registered in Jersey (by way of a continuation
out of the British Virgin Islands (the "BVI") and migration into
Jersey) (the "Migration"). The Company's registration in the BVI is
accordingly being cancelled.
Background to and Reasons for the Migration
The Directors made the decision to migrate the Company to Jersey
in order to enhance corporate governance. By migrating to Jersey,
the Company has become subject to the City Code on Takeovers and
Mergers (the "Takeover Code") and shareholders of the Company now
have the benefit of the comprehensive protections that this
affords, including the right of equality of treatment. A copy of
the Company's memorandum and articles of incorporation compliant
with Jersey law (the "Memorandum & Articles") is available on
the Company's website at http://uplandres.com/.
Jersey has been selected as the jurisdiction for the Migration
on the basis that it is a jurisdiction which allows a migration (by
way of a continuation) of a BVI-incorporated company (which is not
possible, for example, with England and Wales) and a jurisdiction
where the Takeover Code applies to listed companies.
Effect of the Migration
Following registration in Jersey, the Company is being
discontinued, and therefore removed from the Register of Companies,
in the BVI. As a matter of the laws of the BVI, where a company is
continued under the laws of a jurisdiction outside the BVI to
Jersey:-
-- the Company continues to be liable for all of its claims,
debts, liabilities and obligations that existed prior to
its continuation as a company under the laws of Jersey;
-- no conviction, judgement, ruling, order, claim, debt, liability
or obligation due or to become due, and no cause existing,
against the Company or against any member, director, officer
or agent thereof, is released or impaired by its continuation
as a company under the laws of Jersey;
-- no proceedings, whether civil or criminal, pending by or
against the company, or against any member, director, officer
or agent thereof, are abated or discontinued by its continuation
as a company under the laws of the jurisdiction outside
the BVI, but the proceedings may be enforced, prosecuted,
settled or compromised by or against the company or against
the member, director, officer or agent thereof, as the case
may be; and
-- service of process may continue to be effected on the registered
agent of the Company in the BVI in respect of any claim,
debt, liability or obligation of the company during its
existence as a company incorporated under the BVI Business
Companies Act, 2004.
As a matter of Jersey law, upon the Company ceasing to be
registered as a company in the BVI and becoming registered as a
company at the Jersey Companies Registry:-
-- all property and rights to which the Company was entitled
immediately before that registration remain its property
and rights;
-- the Company remains subject to all criminal and civil liabilities,
and all contracts, debts and other obligations, to which
it was subject immediately before that registration; and
-- all actions and other legal proceedings which immediately
before that registration were pending by or against the
Company may be continued by or against it after that registration.
The Company's name will continue as 'Upland Resources Limited'
following the migration to Jersey becoming effective.
Dealing Codes for Shares
The existing ISIN and SEDOL dealing codes of the ordinary shares
of no par value in the Company (the "Shares"), relating to the
existing BVI-incorporation status of the Company will be replaced
with new ISIN and SEDOL dealing codes of the Shares, relating to
the proposed Jersey-incorporation status of the Company and the
existing ISIN dealing code was disabled as from 6.00 pm yesterday.
A further announcement regarding the new ISIN and SEDOL dealing
codes will be made shortly.
The Ticker/TIDM code of the Company (UPL) however remains
unchanged as a result of the Migration.
CREST and Depositary Interests
Shares of most non-UK companies (including BVI-incorporated
companies) cannot be held and transferred directly into the CREST
system, the paperless settlement system allowing securities to be
transferred from one person's CREST account to another without the
need to use share certificates or written instruments of transfer.
Shareholders who have previously wanted to hold and transfer Shares
in uncertificated form have been able to do so pursuant to a
Depositary Interest arrangement established by the Company with
Computershare Investor Services plc (the "Depositary").
Depositary Interests facilitate the trading and settlement of
shares in non-UK companies into CREST. The shares are not
themselves admitted to CREST. Instead, the Depositary issues
Depositary Interests in respect of the shares. The Depositary
Interests are independent securities constituted under English law
that may be held and transferred through CREST.
Depositary Interests have the same 'international security
identification number' (ISIN) and 'tradeable instrument display
mnemonic' (TIDM) as the underlying shares. The Depositary Interests
were created and issued pursuant to a deed poll with the
Depositary, which governed the relationship between the Depositary
and the holders of the Depositary Interests.
However, the shares of a Jersey company can be held and
transferred directly into the CREST system. Accordingly, there is
no ongoing need to maintain the Depositary Interests in relation to
the Shares in the Company. The Depositary will therefore cease to
act and will notify the holders of Depositary Interests of the
cancellation of their Depositary Interests and the entry of such
holders in CREST as the direct holders of the Shares represented by
such Depositary Interests.
Shareholder Disclosure Requirements/DTRs
Subject to the requirements of Jersey law, the provisions of
Chapter 5 of the Disclosure Guidance and Transparency Rules
published by the FCA (the "DTRs"), which relate to the requirement
of persons to disclose their interests in shares, will continue to
apply to the Company on the basis that its 'Home State' for the
purpose of the DTRs is the United Kingdom (as announced by the
Company on 26 February 2016).
Following the Migration and in accordance with the provisions of
the Memorandum & Articles, a Shareholder will be required
pursuant to Rule 5 of the DTRs to notify the Company of the
percentage of the voting rights of the Company which such a
Shareholder holds as a shareholder or holds or is deemed to hold
his or its direct or indirect holding of financial instruments
falling within DTR 5.3.1R(1) (or a combination of such holdings) if
the percentage of those voting rights:-
(i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%,
10% and each 1% threshold thereafter up to 100% as a result of an
acquisition or disposal of shares or financial instruments falling
within DTR 5.3.1R; or
(ii) reaches, exceeds or falls below an applicable threshold in
(i) as a result of events changing the breakdown of voting rights
and on the basis of information disclosed to the Company in
accordance with DTR 5.6.1R and DTR 5.3.1AR;
and a notification under (ii) must be made on the basis of
equivalent events and disclosed information.
The DTRs can be accessed and downloaded from the FCA's website
at http://fshandbook.info/FS/html/FCA/DTR. Shareholders are urged
to consider their notification and disclosure obligations carefully
as a failure to make a required disclosure to the Company may
result in disenfranchisement.
For further information, please contact:
Upland Resources Limited www.uplandres.com
Steve Staley, CEO Tel: +44 (0)7891 677 441
s.staley@uplandres.com
Optiva Securities Limited
Jeremy King (Corporate Tel: +44 (0)20 3137 1904
Finance) jeremy.king@optivasecurities.com
Christian Dennis (Corporate Tel: +44 (0)20 3411 1882
Broker) christian.dennis@optivasecurities.com
FTI Consulting
Ben Brewerton Tel: +44 (0)203 727 1065
ben.brewerton@fticonsulting.com
Flowcomms Ltd
Sasha Sethi Tel: +44 (0)7891 677441
sasha@flowcomms.com
Notes
Upland is an upstream oil & gas company whose highly
experienced management team has a track record of creating major
value for shareholders in junior oil & gas companies, including
Cove Energy plc. The Company has extensive technical and commercial
skills and contacts, management having held senior roles in Conoco,
Shell etc.
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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