Circular to Shareholders

RNS Number : 0714R

Cadogan Petroleum PLC

28 October 2011

Cadogan Petroleum Plc (the "Company" or "Cadogan")

Circular to Shareholders and Notice of General Meeting

The Company has today posted a circular and a Notice of General Meeting to Shareholders which contains details of a proposed transfer of listing category on the Official List from premium to standard.

Copies of the circular will be submitted to the National Storage Mechanism and will shortly be available for viewing online at the following website address: http://www.hemscott.com/nsm.do

Capitalised terms used but not defined herein shall have the meanings ascribed to them in the circular.

The General Meeting will be held on 22 November 2011 at One Fleet Place, London EC4M 7WS starting at 10 a.m.

Transfer of Listing Status

Shareholders will be asked to vote on the proposed transfer of the Ordinary Shares out of the category of a "premium listing (commercial company)" on the Official List and into the category of a "standard listing" on the Official List.

The Company's strategy is to increase value for shareholders by establishing commercial reserves from strategic positions in high potential oil and gas fields in Ukraine and to realise that value at an appropriate time. This strategy led to the Company completing a farm out of some of its assets on 6 July 2011 to Eni Ukraine Holdings B.V. (a wholly owned subsidiary of Eni S.p.A, a major integrated energy company which is listed both on the Italian Stock Exchange and the New York Stock Exchange). It remains the Company's intention to seek other appropriate disposal and acquisition opportunities.

After careful consideration, the Board has concluded that in order to ensure liquidity in the Ordinary Shares through a public listing whilst maintaining an appropriate degree of flexibility for a company of the size and type of Cadogan, it is appropriate to transfer the listing of the Ordinary Shares from the category of "premium listing" to the category of "standard listing" under the Listing Rules. This transfer forms part of the long-term strategic plan of the Company which will facilitate more cost efficient administration generally and potential future disposal and acquisition opportunities. Companies with securities admitted to a standard listing will not normally be required to seek prior shareholder approval in connection with the acquisition or disposal of assets which exceed certain size criteria and/or involve a transaction with a related party. Furthermore, the Board wishes to align its regulatory responsibilities and the associated cost consequences with the Company's size. The proposed transfer will mean that the Company will not be required to comply with the super-equivalent provisions of the Listing Rules which apply to companies with a premium listing - this will have a direct cost saving for the Company.

A standard listing requires the issuer to comply with the minimum regulatory requirements imposed by the European Union that apply to all securities that are admitted to trading on European Union regulated markets. As an issuer with a standard listing, the Company will remain subject to the Listing Rules (as applicable to a company whose equity shares have a standard listing), the Prospectus Rules and the Disclosure and Transparency Rules, however it will not be required to comply with super-equivalent provisions of the Listing Rules which apply to companies with a premium listing. Such super-equivalent provisions include:

· certain continuing obligations set out in Chapter 9 of the Listing Rules such as providing pre-emption rights to shareholders, the Model Code, certain rules regarding employee share schemes and long term incentive plans, certain rules regarding the conduct of rights issues, open offers and placings and certain disclosures in annual financial reports;

· complying or explaining against the UK Corporate Governance Code (although the Company will still be required to make a corporate governance statement under paragraph 7.2 of the Disclosure and Transparency Rules); and

· complying with provisions in Chapters 10 and 11 of the Listing Rules relating to significant and related party transactions.

The super-equivalent provisions provide Shareholders with rights to vote on certain corporate actions, including significant and related party transactions. Upon the transfer to standard listing becoming effective, Shareholders will no longer have the opportunity to vote on such corporate actions.

The administrative requirements associated with the Ordinary Shares having a standard listing will be simplified as the Listing Rules for securities with a standard listing are less demanding and stringent than those applicable to securities with a premium listing. In particular, companies with securities admitted to a standard listing will not normally be required to produce documentation and seek prior shareholder approval in connection with the acquisition or disposal of assets which exceed certain size criteria and/or involve a transaction with a related party.

The higher level of regulation contained in the super-equivalent provisions referred to above has been designed to offer shareholders in premium listed companies additional rights and protections. Accordingly, investors should be aware that any investment in a company that has a standard listing is likely to carry a higher risk than an investment in a company with a premium listing. However, the Board intends to maintain appropriate standards of reporting and corporate governance for a company with a standard listing and, to the extent it considers appropriate in light of the Company's size and future developments, will observe the requirements of the UK Corporate Governance Code. However, if the Company complies with the UK Corporate Governance Code, it would be on a voluntary basis only. Furthermore, the Board has not made, and does not anticipate or intend to make, any changes to the Company's business in connection with the proposed transfer from a premium to a standard listing.

The transfer to standard listing will not affect the way in which Shareholders buy or sell Ordinary Shares and, following the transfer, existing share certificates in issue in respect of Ordinary Shares will remain valid. The Ordinary Shares will also continue to be eligible to be held in ISAs and SIPPs. As for a company with a premium listing, a company with a standard listing is still required to have a minimum of 25 per cent. of its shares in public hands and will continue to be obliged to publish a prospectus when issuing new shares to the public unless such an issue falls within one of the permitted exemptions. Companies with standard listings are also still required to disclose inside information to the market and to comply with the provisions of the Disclosure and Transparency Rules including to make notifications of dealings in shares. They must also prepare annual audited financial reports, half yearly financial reports and interim management statements in the same way that companies with a premium listing are required to do.

While the Ordinary Shares have a standard listing, they will not be eligible for inclusion in the UK series of FTSE indices.

Under the Listing Rules, the proposed transfer requires the Company first to obtain the approval of Shareholders by way of a special resolution.

Pursuant to the Listing Rules, the date of transfer of listing category must not be less than 20 business days after the passing of the Resolution. The Board proposes to apply as soon as possible for the transfer to be effected and so, subject to the passing of the Resolution, it is anticipated that the date of transfer will be Tuesday, 20 December 2011. The Ordinary Shares will, on completion of the transfer, continue to be traded on the Main Market, but under the designation "Listed: Standard".

Recommendation

The Board considers that the proposed transfer of listing category on the Official List from premium to standard is in the best interests of Shareholders as a whole.

The Board unanimously recommends that Shareholders vote in favour of the Resolution, as the Directors intend to do so in respect of their own beneficial holdings amounting to 850,000 Ordinary Shares representing approximately 0.37 per cent. of the existing issued ordinary share capital of the Company as at 27 October 2011.

EXPECTED TIMETABLE OF EVENTS

	2011
Posting of circular and notice of General Meeting	28 October
Latest time and date for receipt of Forms of Proxy for use at the General Meeting	10 a.m. on Sunday, 20 November
General Meeting	10 a.m. on Tuesday, 22 November
Expected date upon which the transfer of listing category will become effective	Tuesday, 20 December