Notice of AGM

RNS Number : 6238J

Solo Oil Plc

29 June 2017

 

FOR IMMEDIATE RELEASE                                                                                    29 June 2017

SOLO OIL PLC

("Solo" or the "Company")

Notice of Annual General Meeting (the "Notice")

Revised Investing Policy

Proposed Share Consolidation

The Board of Solo announces that the Notice of an Annual General Meeting ("AGM") of the Company, to be held at the offices of Buchanan Communications at 3^rd Floor, 107 Cheapside, London, EC2V 6DN at 11 a.m. on 24 July 2017 has been posted to shareholders and will be available from the Company's website: www.solooil.co.uk 

Several resolutions will be put to shareholders including an update to the investment policy of the Company, a share consolidation and authorities to allot shares. The Board are keen to ensure that the Company operates with the very best practice and is therefore proposing that the shares in issue are reduced by a factor of twenty to bring the Company in line with its peers on the AIM.  A high level of clarity over the investment policy is now best practice and therefore a slight revision to the 2009 policy statement is proposed.  Finally, to ensure the Company remains in a strong position to support the creation of value within its existing portfolio, especially the Ruvuma Basin gas discovery in Tanzania, the shareholders are asked to approve the further allotments of shares for investment purposes.

The AGM will be held to consider, and if thought fit, pass the following resolutions:

Resolutions at the Annual General Meeting

Resolution 1 - Receiving and Considering the Accounts

This is an ordinary resolution to receive and consider the financial statements of the Company for the period ended 31 December 2016 together with the report of the Directors and the report of the auditors thereon.

Resolution 2 - Reappointment of Director

The Board recommends the re-appointment of Fergus Jenkins, who will retire by rotation in accordance with Article 126 of the Articles of Association of the Company, as a Director of the Company.  Mr Jenkins, being eligible, offers himself for re-appointment.

Resolution 3 - Reappointment of Director 

The Board recommends the re-appointment of Daniel Maling, who will retire in accordance with Article 133 of the Articles of Association of the Company, as a Director of the Company.  Mr Maling, being eligible, offers himself for re-appointment.

Resolution 4 - Reappointment of Auditors

This Resolution seeks to authorise the re-appointment of Chapman Davis LLP as auditors of the Company and to authorise the Directors to determine their remuneration.

Resolution 5 - Investing Policy

The Company's current Investing Policy, adopted in July 2009, is to acquire a diverse portfolio of direct and indirect interests in exploration, development and production oil and gas assets which are based in the Americas, Europe or Africa.

To more closely reflect current market opportunities and portfolio interests the Board proposes an ordinary resolution to include investments in oil or gas and any subsurface gases of commercial significance within its investing policy and propose the revised Investing Policy wording:

The Company's Investing Policy is to acquire a diverse portfolio of direct and indirect interests in exploration, development and production oil and gas assets, and any other subsurface gas assets of potential commercial significance, located worldwide but predominantly in the Americas, Europe or Africa.

Resolution 6 - Share Consolidation

The Board proposes an ordinary resolution to consolidate every 20 existing ordinary shares into one new ordinary share.  The Board considers that it is in the best interests of the Company's long term development as a public quoted company to have a more manageable number of issued ordinary shares and to a level which is more in line with other comparable AIM-traded companies.

The consolidation has been structured in such a way so that each of the new ordinary shares created shall have a nominal value of 0.20p each.  This is achieved by a consolidation of every 20 existing ordinary shares into 1 new ordinary share.  Such new ordinary shares will have the same rights and be subject to the same restrictions (save as to par value) as the existing ordinary shares.

In the event that the number of existing ordinary shares attributed to a Shareholder is not exactly divisible by 20, the consolidation will generate an entitlement to a fraction of a new ordinary share.  Such fractional entitlements will be sold on open market in accordance with the Articles of Association of the Company.  Accordingly, following the consolidation, any Shareholder who as a result of the consolidation has a fractional entitlement to any new ordinary shares will not have a proportionate shareholding of new ordinary shares exactly equal to their proportionate holding of existing ordinary shares.

Furthermore, any Shareholder holding fewer than 20 existing ordinary shares as at 24 July 2017 will cease to be a Shareholder of the Company.  The minimum threshold to receive new ordinary shares will be 20 existing ordinary shares.

CREST accounts will automatically be updated for the consolidation but existing share certificates will cease to be valid and new certificates will be issued as soon as practicable.

If the Resolution is passed, the Share Consolidation will become effective immediately following close of business on 24 July 2017 (being the date of the AGM).

Resolution 7 - Directors' Authority to Allot Shares

This is an ordinary resolution to grant the Directors the authority to allot and issue shares and grant rights to subscribe for shares in the Company for the purposes of Section 551 of the Companies Act 2006 (the Act) up to the maximum aggregate nominal amount of £235,000 (before proposed 20:1 share consolidation). This Resolution replaces any existing authorities to issue shares in the Company and the authority under this Resolution will expire at the conclusion of the next annual general meeting of the Company. If such authority were to be granted, the shares would represent 29.9% per cent of the existing issued share capital.

This Resolution will give the Board the flexibility to raise additional funds to protect or enhance the value of our existing key investments over the coming year. The amount and timing of any fundraising activities will generally be dependent on agreeing forward work programmes and budgets with our respective Joint Venture and Investee company partners.  Until such time as the Ruvuma asset in Tanzania can be monetised it is not the current intention of the Board to make any material new investment beyond the existing portfolio.  Should a compelling new investment outside the existing portfolio present itself in the next six months the Board will, where practical, seek shareholder approval for any such investment before proceeding.

Resolution 8 - Authorised Share Capital

The Board proposes to amend its Articles of Association by way of special resolution to remove reference to authorised share capital which effectively set a maximum amount of Ordinary Shares that the Company may allot.  This is regarded as a legacy restriction on a Company's share capital deriving from the Companies Act 1985 and it is now proposed that the Company modernise its Articles of Association by deleting those references.  The amendments to the Articles of Association will have no practical effect on the Company's ability to issue shares which at all times remains subject to the passing of a shareholder resolution.

Resolution 9 - Disapplication of Pre-emption Rights

Resolution 7 proposes to dis-apply the statutory rights of pre-emption in respect of the allotment of equity securities for cash under Section 561(1) of the Act. This is a special resolution authorising the Directors to issue equity securities as continuing authority up to an aggregate nominal amount of £235,000 (before proposed 20:1 share consolidation) for cash on a non pre-emptive basis pursuant to the authority conferred by Resolution 7 above.

The authority granted by this Resolution will expire at the conclusion of next annual general meeting of the Company.

Background

Solo is an investment company that seeks to obtain material, non-operated equity positions in resources assets, and then leverage our industry expertise and technical knowledge to progress those assets over time to a point where we can realise value. The traditional investment criteria focused on conventional oil and gas assets, however we recently broadened the criteria to include other sectors within the wider resources industry, thereby enabling the Company to assess and invest in more diverse and compelling investment opportunities. Whilst the investment strategy has recently updated, our overall strategy remains consistent in terms of only executing investments where we believe we can add material value to the technical aspects of each asset and generate a competitive rate of return over the life of the investment. 

As an investment company, Solo's primary objective is to maximise the returns on our investments and in doing so, maximise value on behalf of our shareholders over time. We seek early stage entry points in order to obtain a meaningful equity position at an attractive entry valuation. Solo seeks to add value to the assets as they progress through exploration, appraisal and development. As a result of the early stage entry, Solo is required to fund its proportionate share of costs or farm down its equity in an asset in return for cash or carried operations. Furthermore, as we enter assets at an early stage, the Board is required to adopt a long-term view on the investment horizon from original investment to the point of monetisation. It is the responsibility of the Board, to assess the optimum point and method of monetisation, whether that be early in order to realise value and enable the gains to be reinvested into new opportunities, or to follow our money with further proportionate investment in an asset with the belief that greater returns can be generated at a later point in time. Whilst the latter approach may result in some near-term dilution of shareholders as we raise the necessary funds through the issue of equity, it is ultimately likely to deliver greater returns on investment over the medium to long term by increasing the core value of the asset 

Throughout 2016, and the first few months of 2017, Solo oversaw a significant maturing of the Company's portfolio with first gas and revenues from Kiliwani North, the successful testing of the Horse Hill oil discovery in the UK and the successful appraisal of the Tanzanian Ntorya gas-condensate discovery in early 2017. As the core assets within the portfolio mature, we have begun to consider the next cycle of the investment strategy. Bearing in mind our investment ethos of first mover advantage and the application of extensive technical expertise we announced the addition of the Helium One investment in early 2017, something we truly believe holds significant future value. 

In the immediate future the Board consider it prudent to ensure it has the capability to further invest in the Ruvuma, Horse Hill and Kiliwani North assets to protect value and maximise the overall return on our investment to date. Whilst a farm-out or sale of the Ntorya gas-condensate field is planned it may be necessary to defend the asset value through further investment in studies, seismic and drilling should the Tanzanian authorities or the operator require further work to be conducted in the near term. 

The joint operations at the Horse Hill discovery, where long-term testing is planned during the second half of 2017, and initial work in the Isle of Wight may require further cash calls this year. It is currently not envisaged that additional investment will be required in 2017 for other existing options in the portfolio, nevertheless, the Board feel that adequate working capital should be available to preserve or enhance these options where relevant. Whilst no new investments are currently planned, new opportunities that support the Company's investment strategy and where an early entry can be obtained at a compelling valuation will continue to be considered. 

To assist in funding the Company's upcoming investment activity the Board intends to provide an opportunity to existing shareholders to subscribe for shares in the Company through an open offer at an appropriate time in the future.

Event	Expected time / date
Publication of the Notice	29 June 2017
Record Date	6.00 p.m. on 21 July 2017
Latest time and date for receipt of Forms of Proxy	11 a.m. on 22 July 2017
Date and time of Annual General Meeting	11 a.m. on 24 July 2017
Record Date for Share Consolidation	close of business 24 July 2017
Existing Ordinary Shares disabled in CREST and share register closed	close of business 24 July 2017
Admission effective and dealings commence on AIM in New Ordinary Shares	8.00 a.m. on 25 July 2017
CREST accounts credited with New Ordinary Shares	on 25 July 2017
Dispatch of the new Ordinary Share certificates	on 8 August 2017
ISIN of Existing Ordinary Shares	GB00B1TYBN97
ISIN of New Ordinary Shares	To be advised

Notes:

1        All times shown in this document are London times unless otherwise stated.  The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change.  If any of the times and/or date above changes.  The revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange plc.

2        If the Annual General Meeting is adjourned, the latest time and date for receipt of forms of proxy for the adjourned meeting will be notified to Shareholders by announcement through the regulatory news service of the London Stock Exchange.

For further information:

Solo Oil plc Neil Ritson / Dan Maling	[phone]
Beaumont Cornish Limited Nominated Adviser and Joint Broker Roland Cornish	[phone]
Shore Capital Joint Broker Jerry Keen Beaufort Securities Joint Broker Jon Belliss Buchanan (PR) Ben Romney / Chris Judd / Henry Wilson	[phone] [phone] [phone]

 

END

 

 

NOAXKLFLDQFZBBZ