TIDMJKX
RNS Number : 2971T
JKX Oil & Gas PLC
23 November 2021
23 November 2021
JKX Oil & Gas plc
("JKX", the "Company" or the "Group")
Results of General Meeting
The board of directors of the Company, is pleased to announce
that the resolutions proposed at the general meeting of the Company
held today at 11 a.m. were duly passed. Voting on the resolutions,
which was by way of a poll, was as follows:
Resolution For Against Votes % of Votes
Total issued Withheld
share
capital
voted
No. % of No. % of
of votes of votes
votes cast votes cast
------------ ------ ---------- -------
THAT, subject to and
conditional upon Resolutions
2 and 5 set out in
this Notice of Extraordinary
General Meeting being
passed, the proposed
cancellation of the
ordinary shares of
GBP0.10 each in the
capital of the Company
(Ordinary Shares) from
admission to the premium
segment of the Official
List of the Financial
Conduct Authority and
to trading on the London
Stock Exchange's Main
Market for listed securities
(the Delisting) be
and is hereby approved
and that the directors
of the Company be and
are hereby authorised
to cause such Delisting
to be effected and
to do or procure to
be done all such acts
or things as they may
consider necessary
or desirable in connection
1 therewith. 117,375,262 97.29 3,268,456 2.71 120,643,718 70.25% 30,217
------------------------------------ ------------ ------ ---------- ------- ------------ -------- ---------
THAT, subject to and
conditional upon Resolutions
1 and 5 set out in
this Notice of Extraordinary
General Meeting being
passed, the share premium
account of the Company
2 be cancelled. 117,385,772 97.29 3,268,446 2.71 120,654,218 70.26% 19,717
------------------------------------ ------------ ------ ---------- ------- ------------ -------- ---------
THAT, subject
to and
conditional
upon
Resolutions
1, 2, 4 and 5
set out
in this
Notice of
Extraordinary
General
Meeting being
passed and
the Listing
Cancellation
becoming
effective;
(a) the
Company be
re-registered
as a
private
company in
accordance
with the
provisions of
section
97 Companies
Act 2006;
and
(b) the name
of the
Company be
and it is
changed to
"JKX Oil
& Gas
3 Limited". 117,385,762 97.43 3,091,249 2.57 120,477,011 70.16% 19,717
------------------------------------ ------------ ------ ---------- ------- ------------ -------- ---------
TH AT, subject to and
conditional upon Resolutions
1, 2, 3 and 5 set out
in this Notice of Extraordinary
General Meeting being
passed and the Listing
Cancellation becoming
effective the amended
and restated Articles
of Association enclosed
in Annex I and for
the purposes of identification
initialled by the Chair
of the meeting be and
are approved and adopted
as the articles of
association of the
Company in substitution
for and to the exclusion
of all existing articles
4 of the Company 117,385,762 97.43 3,090,416 2.57 120,476,178 70.16% 20,550
------------------------------------ ------------ ------ ---------- ------- ------------ -------- ---------
THA T, subject to and
conditional upon Resolutions
1 and 2 set out in
this Notice of Extraordinary
General Meeting being
passed, the terms of
the conditional contract
dated 3 November 2021
between (1) the Company
and (2) SP Angel Corporate
Finance LLP under which
SP Angel Corporate
Finance LLP shall,
subject to the passing
of this resolution,
have the option to
require the Company
to purchase of up to
40,096,476 Ordinary
Shares, be and is approved
and that the Company
be authorised to purchase
such Ordinary Shares
on such terms, which
contract has been deposited
at the registered office
of the Company for
not less than 15 days
prior to the meeting
convened by this notice
and is produced to
the meeting and initialled
by the Chairman for
the purpose of identification,
and that the authority
conferred by this resolution
shall, unless varied,
revoked or renewed
prior to such time,
expire on 31 March
5 2022. 117,417,371 97.66 2,816,154 2.34 120,233,525 70.02% 263,203
------------------------------------ ------------ ------ ---------- ------- ------------ -------- ---------
An amendment to Resolution 5 was proposed by the Chairman at the
meeting and approved by a resolution of the members, such that the
date of the expiry of the authority was extended to 31 March
2022.
As at 6.30 pm (UK time) on 21 November 2021, being the record
date for the General Meeting, the Company's issued share capital
consisted of 172,125,916 Ordinary Shares, carrying one vote each,
with 402,771 Ordinary Shares held in treasury. Therefore, the total
number of voting rights in the Company as at 21 November 2021 is
171,723,145.
The result of the General Meeting will also be made available on
the Company's website: www.jkx.co.uk/investors .
The Company confirms that, as at today's date, the timetable is
as follows:
Court Hearing to confirm Capital Reduction(1) 14 December 2021
Registration of Court Order and effective date of Capital Reduction(2) 15 December 2021
Announcement of Tender Offer 16 December 2021
Expected last day of dealings in the Company's Ordinary Shares on the 5 January 2022
Main Market
Expected cancellation of listing of the Company's Ordinary Shares on the Effective as of 8.00 am on 6 January 2022
Official List
Latest time and date for receipt of Tender Forms and TTE Instructions in 1.00 pm on 6 January 2022
relation to the Tender
Offer
Closing Date of Tender Offer 1.00 pm on 6 January 2022
Tender Offer Record Date 6.00 pm on 6 January 2022
Announcement of results of the Tender Offer 10 January 2022
Tender Offer declared unconditional (the Unconditional Date) and expected 10 January 2022
purchase of the
Ordinary Shares under the Tender Offer and completion of the repurchase
from SP Angel
CREST accounts credited for revised uncertificated shareholdings of By not later than 12 January 2022
Ordinary Shares (or, in
the case of unsuccessful tenders, for entire holdings of Ordinary Shares)
CREST accounts credited in respect of Tender Offer proceeds for By not later than 14 January 2022
uncertificated Ordinary Shares
Despatch of cheques for Tender Offer consideration in respect of By 20 January 2022
certificated Ordinary Shares
sold under the Tender Offer and any balance certificates in respect of
any unsold certificated
Ordinary Shares
Expected time and date of Re-Registration 24 January 2022
Notes:
1. This date is subject to any changes which may be imposed by the Court.
2. This date will depend on, amongst other things, the date on
which the Court confirms the proposed Capital Reduction.
Enquiries:
EM Communications +44 (0) 20 7002 7860
Jeroen van de Crommenacker
Note: This and other press releases are available at the
Company's web site: www.jkx.co.uk/investors .
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END
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