Annual Report and Proposed Capital Reorganisation
30 April 2010
PROVIDENCE RESOURCES P.l.c.
("Providence" or the "Company")
Annual Report
and
Proposed Capital Reorganisation
Providence Resources P.l.c., the Irish oil and gas exploration and production
company, whose shares are listed in London (AIM) and Dublin (IEX), is today
posting its Annual Report for the year ended 31 December 2009 together with a
Notice of AGM to Shareholders. The AGM is convened to be held in The Westbury
Hotel, Grafton Street, Dublin 2 at 11.00 am on 26 May 2010.
The Company is also posting a circular containing a Notice of EGM in connection
with a proposed reorganisation of its share capital to all Shareholders. The
Capital Reorganisation comprises firstly a consolidation of the Existing
Ordinary Shares (and also the authorized but unissued existing Ordinary Shares)
and secondly a Subdivision of the Consolidated Shares to create the New Ordinary
Shares.
An Extraordinary General Meeting has also been convened for 26 May 2010 at The
Westbury Hotel, Grafton Street, Dublin 2 (immediately following the AGM convened
for 11:00am), at which Shareholder approval will be sought for the Capital
Reorganisation.
Pursuant to Rule 20 of the AIM Rules and Rule 20 of the IEX Rules, the Annual
Report, the Notice of AGM and the Circular containing the Notice of EGM are
available at www.providenceresources.com <
http://www.providenceresources.com/>.
Capital Reorganisation
Consolidation
It is proposed that with effect from the Record Date every 1,000 Existing
Ordinary Shares of nominal value €0.001 each will be consolidated into 1
Consolidated Share of nominal value €1.00 each. Treatment of fractional
entitlements is outlined under 'Effect of Capital Reorganisation' below.
Subdivision
Following the Consolidation it is proposed that every Consolidated Share be
subdivided into 10 New Ordinary Shares of nominal value €0.10 each.
Effect of Capital Reorganisation
The effect of the Capital Reorganisation is to reduce the number of Ordinary
Shares in issue by a multiple of approximately 100 and, accordingly, assuming
normal market conditions, to increase the price at which the New Ordinary Shares
will trade to approximately 100 times the value at which the Existing Ordinary
Shares currently trade.
The Directors anticipate that the Capital Reorganisation, if approved, will
reduce the number of Shareholders from the present level of 24,223 to 13,894,
thus easing the administrative burden on the Company and reducing the associated
cost whilst at the same time providing Shareholders who hold small shareholdings
with a means of selling their Existing Ordinary Shares free of normal individual
dealing expenses.
Shareholders should be aware that if they hold fewer than 1,000 Existing
Ordinary Shares they would not be entitled to receive any New Ordinary Shares
should the Capital Reorganisation become effective and as a result would lose
their entire shareholding. In accordance with the Articles of Association,
fractional entitlements arising following the consolidation of shareholdings of
less than 1,000 Existing Ordinary Shares, and the balance of larger
shareholdings not evenly divisible by 1,000, would be aggregated and sold in the
market with the net proceeds, after expenses, being dispatched to Shareholders
in due proportion to their holdings of Existing Ordinary Shares, save that any
amounts below €3.00 would be donated to charity. The Board believes that the
shareholdings thus affected, which, based on the Closing Price of an Ordinary
Share on the Latest Practicable Date, have a maximum aggregate value of less
than €39.96 each, are too small to be considered economic.
For example, save in circumstances where the net proceeds do not exceed €3.00,
Shareholders holding fewer than 1,000 Existing Ordinary Shares on the Record
Date would receive a cash payment representing the proceeds of the sale of their
fractional entitlements on market less the expenses of sale. These expenses of
sale (broker commissions) would be significantly less than that which would
apply to an individual Shareholder disposing of his shareholding.
Holders of more than 1,000 Existing Ordinary Shares on the Record Date but whose
shareholding is not exactly divisible by 1,000 on the Record Date would, save in
circumstances where the net proceeds do not exceed €3.00, receive a cash payment
representing the proceeds of the sale of their fractional entitlements on market
less the expenses of sale. Again these expenses of sale (broker commissions)
would be significantly less than that which would apply to an individual
Shareholder disposing of a part of his shareholding.
The expected timetable of principal events is set out in Appendix I to this
announcement.
EGM
In order to approve the Capital Reorganisation, an Extraordinary General Meeting
has been convened on 26 May 2010 (immediately following the AGM convened for
11:00am), at which Shareholder approval will be sought for the Resolutions. As
set out above, the circular detailing the Capital Reorganisation and containing
the notice of EGM is today being posted to Shareholders.
Admission
Application will be made to the London Stock Exchange and to the Irish Stock
Exchange for the New Ordinary Shares to be admitted to trading on AIM and IEX
respectively and, conditional on the approval of the Capital Reorganisation by
Shareholders at the EGM, it is expected that dealings in the New Ordinary Shares
will commence at 8 a.m. on 27 May 2010. The ISIN for the New Ordinary Shares
will be IE00B66B5T26 and the Company's existing ISIN will be cancelled from
8:00am on 27 May 2010.
Following the Capital Reorganisation the Company will have 33,711,890 voting
Ordinary Shares in issue.
Definitions herein shall have the same meanings as defined in the circular
posted to Shareholders on 30 April 2010 and which is available on the Company's
website - www.providenceresources.com <
http://www.providenceresources.com/>
Contacts:
Providence Resources Plc Tel: +353 (0)1 2194074
Tony O'Reilly
Powerscourt Tel: +44 (0)207 250 1446
Rory Godson/Lisa Kavanagh
Murray Consultants Tel: +353 (0)1 498 0300
Pauline McAlester
Cenkos Securities Plc Tel: +44 (0)207 387 8900
Joe Nally/Nick Wells
Davy Corporate Finance Tel: + 353 (0)1 679 6363
Eugenee Mulhern/ Stephen Barry
First Energy Capital Tel: + 44 (0)207 448 0201
Richard Hail
About Providence
Providence Resources Plc is an independent oil and gas exploration and
production company listed on the AIM market in London and on Dublin's IEX
market. Providence's active oil and gas portfolio includes interests in Ireland,
the United Kingdom, the United States (Gulf of Mexico) and West Africa
(Nigeria). Providence's portfolio is balanced between production, appraisal and
exploration assets, as well as being diversified geographically. Further
information on Providence and its oil and gas portfolio, including Annual
Reports are available from Providence's website at www.providenceresources.com
<
http://www.providenceresources.com/>
APPENDIX I
EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)
Latest time and date for receipt of Forms 11.00 a.m. on 24 May 2010
of Proxy in respect of AGM
Latest time and date for receipt of Forms 11.00 a.m. on 24 May 2010
of Proxy in respect of EGM
Annual General Meeting 11.00 a.m. on 26 May 2010
Extraordinary General Meeting  immediately following the AGM
 convened for
11.00a.m. on 26 May 2010
Cessation of dealing in the Existing close of business on 26 May 2010
Ordinary Shares
Record Date for the Capital 5.00 p.m. on 26 May 2010
Reorganisation
Commencement of dealing in the New start of business on 27 May 2010
Ordinary Shares
CREST accounts credited with New Ordinary  27 May 2010
Shares
Despatch of Fraction Cheques on or before 8 June 2010
Despatch of share certificates in respect on or before 8 June 2010
of New Ordinary Shares to non-CREST
Shareholders
NOTES
(1) Â Unless otherwise stated, all references in this document are to Dublin
time. The dates given are based on the Directors expectations and may be subject
to change. Any change to the timetable will be notified to the Irish Stock
Exchange, the London Stock Exchange and to the market via a regulatory
announcement.
[HUG#1410513]