Capital Reorganisation

RNS Number : 0791Y

Nostra Terra Oil & Gas Company PLC

12 May 2016

 

12 May 2016

Nostra Terra Oil and Gas Company Plc

("Nostra Terra" or "the Company")

SHARE CAPITAL REORGANISATION & NOTICE OF GM

Nostra Terra Oil and Gas Company Plc (AIM: NTOG), the oil and gas exploration and production company with a portfolio of assets in the USA and Egypt, announces a proposed capital reorganisation of its share capital ("Capital Reorganisation").

Background to and reasons for the Capital Reorganisation

The board of the Company ("Board") believes that the current market for oil & gas assets presents a rare opportunity. After a prolonged period of low prices, the Board considers the time is right to reposition Nostra Terra to take advantage of these conditions. Specifically the Board has noted a recent increase in the quantity and caliber of assets available for sale, at depressed or distressed prices. As such, the Board believes that if Nostra Terra is to grow and deliver shareholder value over the coming years it needs to take appropriate steps to restructure the company now.

The existing ordinary shares of 0.1p ("Existing Ordinary Shares") have in recent months frequently been trading on AIM at a price below their nominal value of 0.1 pence per share. The issue of new shares by an English and Wales incorporated company at a price below their nominal value is prohibited by the Companies Act 2006 and accordingly the ability of the Company to raise funds to take advantage of the aforementioned opportunity by way of the issue of further equity has been inhibited.

In addition, the share price levels at which the Existing Ordinary Shares are currently trading means that small absolute movements in the share price represent large percentage movements in the Company's market capitalization, resulting in increased share price volatility. The Directors also note that the number of Existing Ordinary Shares in issue at 4,110,347,691 is an excessive number for a company of the size of Nostra Terra.

A Circular and Notice of General Meeting is being sent to shareholders today to convene a General Meeting of the Company at which resolutions will be proposed to shareholders to sub-divide and consolidate the issued share capital, amend the Articles of Association, increase the authorised share capital and disapply pre-emption rights (the "Proposals").  The expected timetable of principal events can be found at the end of this announcement.

Details of the Capital Reorganization

The Capital Reorganisation comprises a sub-division of shares that will create two classes of shares: subdivided shares with a nominal value of 0.002p ("Subdivided Shares") and deferred shares with a nominal value of 0.098p ("Deferred Shares") (the "Subdivision") followed by a consolidation of every 50 Subdivided Shares into one new ordinary share of 0.1 pence ("Consolidated Share") (the "Consolidation"). Subject to the provisions of the Companies Act 2006, the Deferred Shares may then be cancelled by the Company; or may be bought back by the Company for £1 and then cancelled as permitted under the amended articles, leaving the number of shares in issue the same as at the date of sending out this notice (except for shares subsequently issued).  If the Company determines to cancel or buy back the deferred shares, it will advise Shareholders accordingly at the relevant time.

The Deferred Shares shall not be quoted and no share certificates will be issued in respect of the same. The Deferred Shares are effectively valueless. The Deferred Shares are required to be issued in order for the aggregate par value of the shares, once sub-divided and consolidated, to remain at 0.1p.

It is proposed to issue an additional 9 shares so that the total number of shares in issue will be 4,110,347,700 at the time of the Subdivision and Consolidation to ensure the number of shares in issue is exactly divisible by 50.

The Directors believe that the Proposals are in the best interests of the Company and its shareholders as a whole and recommend a vote in favour of the resolutions to be proposed at a General Meeting to be held on 31 May 2016 at 11:00am at the offices of Jeffreys Henry LLP at Finsgate, 5-7 Cranwood Street, London EC1V 9EE. The Directors intend to vote in favour of the resolutions in respect of their combined holding of 241,965,468 Existing Ordinary Shares, representing 5.89 per cent. of the issued share capital of the Company.

New certificates representing the Consolidated Shares will be issued as soon as practicable after the Record Date. No share certificates will be issued for the Deferred Shares.

Application will be made to the London Stock Exchange for the Consolidated Shares to be admitted to trading on AIM conditional on, inter alia, the passing of the resolutions, it is expected that Admission will become effective and that dealings in the Consolidated Shares on AIM will commence on 1 June 2016.

The Circular and Notice of General Meeting is available on the Company's website, www.ntog.co.uk

For further information, visit www.ntog.co.uk or contact:

Nostra Terra Oil and Gas Company Plc
Matt Lofgran, CEO	[phone]
Strand Hanson Limited
(Nominated & Financial Adviser & Joint Broker)
Rory Murphy / Ritchie Balmer	[phone]
Cornhill Capital Ltd (Joint Broker)
Nick Bealer / Colin Rowbury	[phone]
Walbrook PR
Gary Middleton / Nick Rome	[phone]

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Circular posted to Shareholders	12 May 2016
Latest time and date for receipt of Forms of Proxy	11:00 am on 26 May 2016
General Meeting	11:00 am on 31 May 2016
Record Date for the Consolidation and Subdivision	Close of business on 31 May 2016
Expected date on which the Consolidated Shares will be admitted to trading on AIM	8.00am on 1 June 2016
Expected date on which CREST accounts are to be credited	1 June 2016
Expected date by which definitive new share certificates are to be despatched	By 8 June 2016

 

END

 

 

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