Document Posted
Xtract Energy plc
16 March 2007
16th March 2007 AIM: XTR
Xtract Energy Plc
('Xtract')
Scheme circular posted
Cambrian Oil & Gas plc
Further to the announcement on 12 February 2007 of the recommended proposal for
the acquisition by Xtract Energy plc ('Xtract')of the entire issued share
capital of Cambrian Oil & Gas plc ('COIL') (not already owned by Xtract) by
means of a scheme of arrangement under section 425 of the Companies Act 1985
('Scheme'), COIL is today posting the Scheme circular to COIL Shareholders
('Scheme Circular'). The Scheme Circular sets out notices convening the Court
Meeting and the EGM for 12 April 2007 at which resolutions will be proposed to
approve the Scheme. Full details of the Court Meeting and EGM and information on
COIL and Xtract are set out in the Scheme Circular. Terms defined in this
announcement have the same meanings as in the Scheme Circular unless the context
requires otherwise.
Under the terms of the Scheme, the COIL Shares not already held by Xtract will
be transferred to Xtract and, upon the Scheme becoming effective, Scheme
Shareholders will receive:
9 New Xtract Shares for every 10 Scheme Shares
The Proposal values the entire issued share capital of COIL at approximately
£14.85 million and each COIL Share at 4.725 pence based on the Closing Price of
one Xtract Share of 5.25 pence on 9 February 2007, the last Dealing Day prior to
the Announcement. Based on the Closing Price of one Xtract Share of 5.125 pence
on 15 March 2007, the last Dealing Day prior to the posting of the Scheme
Circular, the Proposal values each COIL Share at 4.6125 pence. The Proposal
represents a premium of approximately 30.3 per cent. and 31.8 per cent.
respectively to the Closing Prices of a COIL Share of 3.625 pence and 3.5 pence
respectively on those dates.
The New Xtract Shares will be issued credited as fully paid, on identical terms
to and will rank pari passu with the existing issued Xtract Shares, including
the right to receive and retain all dividends and other distributions declared,
paid or made after the Scheme becomes effective.
Completion of the Proposal will result in the issue of up to approximately 129
million New Xtract Shares, representing approximately 18.8 per cent. of the
Enlarged Share Capital.
Fractions of New Xtract Shares will not be allotted or issued to Scheme
Shareholders pursuant to the Proposal.
To become effective, the Scheme requires, amongst other things, (i) approval by
the necessary majorities at the Court Meeting of the Scheme Shareholders present
and voting, either in person or by proxy; (ii) the passing of the special
resolution set out in the notice of the EGM; (iii) satisfaction or waiver of the
other conditions set out in Part 3 of the Scheme Circular; and (iv) the Court
Sanction being obtained. The Court Meeting and the EGM, and the nature of the
approvals required to be given at them, are described in more detail in
paragraph 10 of Part 2 of the Scheme Circular. All Scheme Shareholders are
entitled to attend the Court Hearing in person or to be represented by counsel
to support or oppose the sanctioning of the Scheme.
The Scheme (details of which are set out in Part 7 of the Scheme Circular) will
become effective upon the sanctioning by the Court of the Scheme and the
delivery to the Registrar of Companies of a copy of the Order which, subject to
the Court's timetable, is expected to occur by the close of business on 23 April
2007.
If the Scheme becomes effective, it will be binding on all Scheme Shareholders
irrespective of whether or not they attended or voted in favour of the Scheme at
the Court Meeting or in favour of the special resolution to be proposed at the
EGM.
Unless the Scheme becomes effective by no later than 30 June 2007, or such later
date, if any, as COIL and Xtract may agree and the Court may allow, the Scheme
will not become effective and the Scheme will not proceed. Words and expressions
defined in the Scheme Circular shall bear the same meanings in this
announcement.
Enquiries in relation to Xtract please contact:
Xtract Energy plc John Newton, CEO +44 (0) 20 7409 0890
Smith & Williamson Corporate David Jones +44 (0) 20 7131 4000
Finance Limited Azhic Basirov
Enquiries in relation to COIL please contact:
Cambrian Oil and Gas plc Neale Taylor, CEO +44 (0) 20 7409 0890
Paul McGroary, Director +44 (0) 79 3056 8160
W.H Ireland Limited Paul Dudley / James Joyce +44 (0) 20 7220 1666
About Xtract Energy Plc
Xtract's prime assets are its interest in shale oil deposits at Julia Creek in
Queensland, Australia and a joint venture with the Australian research group,
CSIRO, to develop a process for extracting oil from shale deposits. The initial
validation tests, comprising small scale batch extractions of oil from the
shale, have demonstrated that recovery from Xtract's Julia Creek shales in
Queensland, Australia, would be in the order of 150 litres of light crude oil
per tonne of shale. Earlier conventional retorting experiments indicated that
the conversion of kerogen to oil yielded about 74 litres of oil per ton of
shale.
Applying this rate of yield increase to the yields of 50 - 65 litres per tonne
used in Xtract's AIM admission document in relation to certain of Xtract's Julia
Creek leases results in estimated in-situ shale oil resources of over 1.6
billion barrels of oil.
Other energy assets held by Xtract are:
• Approximately 64% of Cambrian Oil and Gas Plc ('COIL') which is developing oil
and gas assets in the Kyrgyz Republic. COIL also owns approximately 22% of the
issued share capital of ASX listed MEO. MEO is focused on developing a
gas-to-liquids project in the Timor Sea, approximately 275 km northwest of
Darwin, Australia, in an area known as Tassie Shoal. It has secured Australian
Commonwealth Government environmental approvals for two large scale (1.8 mtpa)
methanol plants (50% interest) and a 3 mtpa LNG plant (100%), which is the only
new Australia LNG project to receive its Commonwealth Government environmental
approvals.
• Approximately 15% of Wasabi Energy Limited which has rights to the Kallina
power technology, uranium exploration interests in the Northern Territory,
Australia, interests in the newly-formed Evolution Energy joint venture to
produce bio-diesel fuel in Australia and in a coal deposit in Canada.
• Approximately 18.6% of Aviva Corporation Limited with promising thermal coal
deposits in the mid-west of Western Australia.
About Cambrian Oil & Gas Plc
COIL has a portfolio of interests in Central Asia, China, the North Sea and
Australia.
The Kyrgyz interests held through the Company's wholly owned subsidiary Zhibek
Resources Plc include a production sharing agreement with Kyrgyzneftegaz to
instigate a water injection project on the Beshkent-Togap oil field, a 72%
interest in JSC KNG Hyrdocarbons, which holds several exploration licences in
the Tash Kumyr area and 100% interest in the Toktogul exploration licence.
COIL also holds approximately 22% of MEO. MEO has successfully completed the
acquisition of new 2D and 3D seismic data over Epenarra, located in MEO's 100%
owned Exploration Permit NT/P68 in the Timor Sea. The Epenarra structure is a
broad, low relief anticline with mapped closure of approximately 1,200 square
kilometres, located entirely within Australian waters. The data has been
acquired to confirm optimal well locations for the Heron-2 appraisal well and
production test on the Epenarra structure and the Blackwood-1 exploration well.
MEO intends drilling up to three wells (Heron-2, Blackwood-1 and potentially
Heron-3) in the Permit area and has secured a new jack-up rig to undertake the
drilling. The rig is expected to arrive on location in August 2007.
COIL also holds approximately 33.5% of the issued capital of Elko.
Elko, an oil and gas exploration company, has been awarded a 5,400 square
kilometre exploration and production licence in the Danish North Sea Sector,
which it holds with an 80% interest. The remaining 20% is held by the Danish
State, which has a direct and full working interest. Phase I of the technical
studies has been completed. Following further ongoing technical work it is
planned to farm down Elko's interest during 2007 in exchange for future seismic
and drilling obligations being paid for by a new partner.
Elko also owns approximately 40% of Dragon Energy Inc., a private Canadian
company with a significant development project in Gansu Province, China
('Dragon'). Dragon has signed a Joint Venture Agreement with a provincial
subsidiary of CNPC of China, the 10th largest oil company worldwide, providing
for the re-development of the Maling Oilfield in Gansu Province, China.
This information is provided by RNS
The company news service from the London Stock Exchange