Holding(s) in Company

RNS Number : 7384J

Petro Matad Limited

19 July 2013

 



Petro Matad Limited

("Petro Matad" or the "Company")

Changes to notifiable holders and issuance of equity

Further to Petro Matad's announcement on 12 June 2013 that the Company had raised $5 million before expenses through the issue of 90,612,540 ordinary shares (the "Subscription Shares") of US$0.01 each (the "Transaction"), Petro Matad has been notified of a change to the final allotment  of the Subscription Shares.  Petrovis Matad Inc. ("Petrovis"), the counterparty to the subscription arrangement, has instructed the Company to allot 55,500,000 Subscription Shares to Petrovis and the balance of 35,112,540 Subscription Shares directly to its five underlying shareholders. The Transaction funds have been received by Petro Matad.

In addition to the Subscription Share issuance, Petro Matad announces that 671,550 ordinary shares of US$0.01 each were issued to a number of employees today under the Company's Long Term Equity Incentive Plan (the "Incentive Plan")(the "Incentive Plan Shares").  The 671,550 Incentive Plan Shares were issued, under the terms of the Incentive Plan, at nominal value. John Henriksen, the Company's Chief Financial Officer, was awarded 263,030 of the Incentive Plan Shares; this is Mr Henriksen's only interest in Petro Matad Shares and represents 0.09% of the Company's issued share capital.

Changes to Notifiable Holdings

The below table sets out the Company's significant notifiable shareholders following the issue of the New Shares (being the Subscription Shares and Incentive Plan Shares together) and reflects the changes to the allotment of Subscription Shares.

Shareholder	% holding pre Transaction	No. of Subscription Shares	Total no. of shares post Transaction	% holding post Transaction
Petrovis Matad Inc.	19.65%	55,500,000	92,184,262	33.16%
European Bank for Reconstruction and Development	17.00%	0	31,741,110	11.42%
Dr Oyungerel Janchiv	3.53%	11,723,686	18,308,686	6.59%
Tuya Danzandarjaa	-	11,694,427	11,694,427	4.21%
Forestberries LLC	5.89%	0	11,000,000	3.96%
Enkhmaa Davaanyam	-	3,891,640	3,891,640	1.40%

Following the issue of the New Shares Petrovis directly holds an aggregate of 92,184,262 ordinary shares in the Company representing 33.16 per cent. of the Company's issued share capital.  As Dr Oyungerel Janchiv, a director of Petro Matad, controls more than 20% of Petrovis, her direct holding in Petro Matad of 18,308,686 ordinary shares is, for disclosure purposes, aggregated with that of Petrovis under the AIM definition of director's family.  The aggregated holding of Dr Oyungerel and Petrovis is 110,492,948 ordinary shares representing 39.75 per cent. of the Company's enlarged issued share capital.

Change to the City Code on Takeovers and Mergers (the "Code") residency test from 30 September 2013

On 15 May 2013 The Panel on Takeovers and Mergers (the "Panel") announced an amendment to the residency test in section 3(a) of the Introduction to the Code.   This provision currently stipulates that the Code only applies to AIM companies if they have their registered office and are considered by the Panel to have their place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man.  Whilst Petro Matad's registered office is in the Isle of Man its place of central management and control is considered to be outside of these three jurisdictions on account that the majority of its directors are not residents of the UK, Channel Islands and the Isle of Man and therefore the Code does not currently apply to the Company. A removal of the residency test for AIM companies will come into effect on Monday 30 September 2013 from which date Petro Matad will become subject to the Code.

Future Concert Party

The Petrovis Group (being Petrovis, its underlying shareholders and their family members) holds an aggregate of 142,056,802 ordinary shares representing 51.11 per cent. of Petro Matad's enlarged issued share capital.  The Panel, having reviewed information on the current relationships between members of the Petrovis Group and consulted the Company, have advised that if no changes are made to the Petrovis Group's constituency and shareholdings in Petro Matad before 30 September 2013, the Petrovis Group will be deemed to be a Concert Party by the Panel from that point in time.

Control and Rule 9 implications of the future Concert Party

The Petrovis Group holds together 51.11 per cent. of the Petro Matad's enlarged issued share capital and therefore has majority control of the Company's voting rights.  From 30 September 2013 and subject to consultation with the Panel and Note 4 to Rule 9.1 of the Code, which addresses acquisitions of interests in shares by members of a concert party, the Petrovis Group will be able to acquire additional shares in the Company without being obliged under Rule 9 of the Code to make a mandatory offer for all the of Company's outstanding shares it does not already own.

Total Voting Rights

Following the issue of the New Shares, Petro Matad will have 277,960,091 ordinary shares in issue. There are no ordinary shares held in treasury and therefore the total voting rights in the Company will be 277,960,091.

Admission to AIM

Application is to made for the New Shares to be admitted to AIM and it is anticipated that this will occur on or around 25 July 2013.

About Petro Matad Limited

Petro Matad is the parent company of a group focussed on oil exploration, as well as future development and production in Mongolia.  The Group holds the sole operatorship of three Production Sharing Contracts with the Government of Mongolia.  Block XX has an area of 10,340km² in the far eastern part of the country.  Blocks, IV and V are located in central Mongolia.  Block IV covers approximately 29,000km² and Block V approximately 21,150km².

Petro Matad Limited is incorporated in the Isle of Man under company number 1483V.  Its registered office is at Victory House, Prospect Hill, Douglas, Isle of Man, IM1 1EQ.

Further information:

Petro Matad Limited

George Watkins, Chairman

[phone]

NOMAD and Joint Broker

Westhouse Securities Limited

Richard Baty / Ian Napier

[phone]

Joint Broker

Macquarie Capital (Europe) Limited

Steve Baldwin / Nicholas Harland

[phone]

 

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