TIDMNEW
RNS Number : 1927Z
New World Oil & Gas
25 May 2016
New World Oil and Gas Plc / Index: AIM / Epic: NEW / Sector: Oil
& Gas
For immediate release 25 May 2016
NEW WORLD OIL AND GAS PLC ("New World" or "the Company")
Notice of Extraordinary General Meeting
The Company has today sent to holders of ordinary shares in the
Company ("Shareholders") a circular and notice convening an
Extraordinary General Meeting of the Company to be held at 44
Esplanade, St Helier, Jersey, JE4 9WG on 17 June 2016 at 11.00 am.
The circular and notice ("the Document") will be available on the
Company's website www.nwoilgas.com and copies of the Document will
be available free of charge during normal business hours on any
weekday (except Saturdays, Sundays and public holidays) from the
registered office of the Company being 44 Esplanade, St Helier,
Jersey, JE4 9WG from the date of this announcement for a period of
one month from the date of the Extraordinary General Meeting.
1 introduction
On 9 May 2016, New World Oil and Gas plc (the "Company" or "New
World" and together with its subsidiaries, the "Group") announced
(the "Announcement") that, since the 2015 AGM, the Board of New
World Oil and Gas plc had been reviewing the Company's strategy,
which included looking at a number of possible acquisition
opportunities, and that the Company had signed a non-binding letter
of intent ("LOI") to acquire the entire issued share capital of Big
Sofa Limited ("Big Sofa") for new shares in New World (the
"Acquisition"). The Acquisition, if completed, would result in New
World shareholders having around 45 per cent. of the enlarged group
prior to the impact of any associated fund raising.
The Acquisition is subject, inter alia, to the completion of due
diligence, documentation and compliance with all regulatory
requirements, including the AIM Rules and, as required, the
Takeover Code.
As a precursor to the Acquisition, the Company also agreed to
provide Big Sofa with a short-term loan (the "Loan") of up to
GBP500,000 for working capital purposes, to be drawn down in two
GBP250,000 tranches, of which the first has been drawn down. The
Loan will pay a coupon of 6 per cent., is secured by way of
debenture and is fully repayable on 19 October 2016 if admission to
AIM of the enlarged group has not occurred by 19 August 2016.
For the time being, the Company will continue to retain its
Belize Licences. However, if the Acquisition completes, the Board
will consider withdrawing from its oil and gas activities if
shareholders support the associated change in the Company's future
direction.
As the Acquisition would amount to a Reverse Takeover under the
AIM Rules, the Directors requested that trading in the Company's
shares be suspended with immediate effect. Accordingly, trading in
the Company's shares was suspended on 9 May 2016 and remains
suspended pending the publication of the required AIM Admission
Document or confirmation that the Acquisition is not
proceeding.
As set out in the Announcement, the Company is now convening an
Extraordinary General Meeting (the "EGM") on 17 June 2016 at 1:00
pm in order to seek Shareholder approval for the Company to
evaluate acquisition opportunities outside of the oil and gas
sector and for release of the second tranche of the Loan to Big
Sofa. The purpose of the Document is to provide further background
as to why the Company wishes to evaluate opportunities outside of
the oil and gas sector, the resolutions to be proposed at the
Extraordinary General Meeting, action to be taken by Shareholders
and the Directors' recommendation.
2 Background
Since its last fund raising in July 2015, the Company has
considered possible opportunities within the oil and gas sector.
However, despite the rebound in oil and gas prices, the oil and gas
sector is still volatile and considerable uncertainty remains as to
how prices may move in the short to medium term. Furthermore, with
the relinquishment of the Group's Danish interests in September
2015, the Group's only remaining oil and gas interests comprise the
Belize licences which are due to expire in October 2016. Against
this background, the Directors believe that the Company's current
cash reserves alone would be insufficient and it would be difficult
to raise further funds from the market in order to make a
transformational move in the oil and gas sector. As a result, the
Board began to review opportunities in other sectors assisted by
the new directors elected to the Board in November 2015.
Having considered a number of opportunities, the Directors have
now agreed to pursue the proposed Acquisition, including execution
of the agreement dated 9 May 2016 between the Company and Big Sofa
(the "Big Sofa Loan Agreement") for a loan of up to GBP500,000 to
Big Sofa and the drawdown of the first tranche of GBP250,000 (the
"First Tranche"). The Directors are of the view that it is in the
Company's best interests to continue to pursue the proposed
acquisition of Big Sofa and to permit drawdown of the second
tranche of GBP250,000 (the "Second Tranche") of the Loan. The
Acquisition, if pursued, would represent a change in direction for
the Company and drawdown of the Second Tranche, when combined with
the First Tranche, would represent a material part of the Company's
assets. Expenses will also be incurred in connection with due
diligence, the negotiation, documentation and implementation of the
Acquisition. The Directors therefore believe that it is
appropriate, in these circumstances, to request shareholders'
approval for:
-- the Company to evaluate opportunities outside of the oil and
gas sector and to incur costs associated with such pursuit; and
-- drawdown of the Second Tranche of the Loan.
Shareholders should note that a further Extraordinary General
Meeting will need to be called in due course in order to seek all
necessary approvals for the Acquisition (including all approvals
required under the AIM Rules and, if relevant, the UK Takeover
Code) if the evaluation work leads to the Company recommending to
proceed with the Acquisition and related fundraising.
3 INFORMATION ON BIG SOFA
Big Sofa, originally founded as a marketing consultancy in 2008
and based in Central London, is a technology services company
operating in the area of data and, more specifically video and
image analytics, part of the global multi-billion GBP consumer
intelligence market. Big Sofa, through the development of its own
technology, is involved in the use of visual data to provide
consumer and customer insights in an organised and coherent way. By
managing and analysing visual data on this scale, Big Sofa can
enable its clients to get closer to how consumers interact and
provide them with a competitive edge in developing new products or
innovative services.
To date, Big Sofa has won a number of substantial contracts with
multi-national consumer brand companies on a global basis as well
as being well advanced in discussions with other companies and
agencies. This progress underlines Big Sofa's credentials in the
sector and the company is now positioned to achieve significant
growth. The proposed transaction with New World will provide it
with a cash injection and access to capital markets in order to
deliver this sizeable growth opportunity.
4 RESOLUTIONS
The resolutions to be proposed at the Extraordinary General
Meeting are set out in full in the notice of meeting which forms
part of the Document being posted to Shareholders ("Notice").
RESOLUTION 1: The first resolution in the Notice is being
proposed to allow the Company to evaluate opportunities outside of
the oil and gas sector and to incur costs associated with such
pursuit.
RESOLUTION 2: The second resolution in the Notice is being
proposed to approve the release by the Company of the Second
Tranche of the Loan to Big Sofa pursuant to the terms of the Big
Sofa Loan Agreement and to authorise the directors of the Company
to execute and deliver any and all documents and take all actions
as they may consider necessary or expedient in connection with the
Second Tranche of the Loan. Big Sofa has already drawn down the
First Tranche of the Loan, being GBP250,000 and is entitled to draw
down the balance of the Loan by 9 July 2016 provided that
Resolution 2 has been passed and various other documentary
conditions precedent have been satisfied. As noted in the
Announcement, the Loan will be used by Big Sofa for general working
capital purposes.
As noted above, a further Extraordinary General Meeting will be
called in due course in order to seek all necessary approvals for
the Acquisition and related fundraising, in accordance with AIM
Rule 14 and associated matters included any applicable requirements
of the UK Takeover Code, if directors recommend that the
Acquisition proceeds.
Shareholders should note that the Directors and members of their
families have the following interests in Big Sofa:
Adam Reynolds, through his father Hugh Peter Reynolds, has an
interest in warrants for 450,574 A' ordinary shares of GBP0.00001
each in the capital of Big Sofa.
Shareholders should also note that the nature of these interests
is not such that neither the Loan nor the Acquisition are
considered 'Related Party Transactions' as defined by the AIM Rules
and that this information is being provided solely for information
purposes rather than being required under the AIM Rules or
otherwise.
5 ACTION TO BE TAKEN
Pursuant to article 15.5 of the Company's Articles of
Association, the Board have determined that persons entitled to
receive notices of meetings are only those Shareholders registered
in the Register of Members of the Company as at 19 May 2016 at 5:00
pm, being close of business on the day that is 5 days before the
day that the notice of the meeting is being sent.
To attend and vote at the EGM Shareholders should contact
Computershare by emailing externalproxyqueries@computershare.co.uk
or in writing to Computershare Investor Services (Jersey) Limited,
c/o The Pavillions, Bridgwater Road, Bristol, BS99 6ZY no later
than 1:00 pm on 15 June 2016.
6 recommendation
The Directors consider that the proposed resolutions are in the
best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that
Shareholders vote in favour of the resolutions being proposed at
the Extraordinary General Meeting, as they intend to do or procure
to be done in respect of their own and their connected persons'
beneficial holding.
Enquiries:
Georges Sztyk New World Oil and Tel: +1 646 407
Adam Reynolds Gas plc 9946
Nicholas Lee New World Oil and Tel: +44 (0)7785
Gas plc 908158
New World Oil and Tel: +44 (0) 20
Gas plc 7580 7576
Roland Cornish Beaumont Cornish Tel: +44 (0) 20
Limited 7628 3396
Felicity Geidt Beaumont Cornish Tel: +44 (0) 20
Limited 7628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
END
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