VISTA OIL & GAS, S.A.B. DE C.V. (SUCCESSOR) AND
PETROLERA ENTRE LOMAS SOCIEDAD ANÓNIMA (PREDECESSOR)
Notes to the Consolidated Financial Statements as of December 31, 2019 and 2018 and for the year ended December 31, 2019 and for the period
from April 4, 2018 through December 31, 2018 (Successor) and the Financial Statements as of December 31, 2017 and for the period from January 1, 2018 through April 3, 2018 and for the year ended December 31, 2017 (predecessor)
(Amounts expressed in thousands of US Dollars, unless otherwise specified)
On February 13, 2019 the Company completed the sale of 5,500,000 of series A shares and 5,000,000 of
warrants to purchase series A shares for an aggregate amount of 55,000 to Kensington Investments B.V., pursuant to a Forward Purchase Agreement and certain subscription commitment.
On July 25, 2019, the Company made a global offering in Mexico and United States, as a result of both transactions the Company issued a total of
10,906,257 new Series A shares.
The global offering consisted of:
(i) an international offering in the United States and other countries outside of Mexico of 10,091,257 American Depositary Shares (ADS), each one
representing one Series A share, at a price of 9.25 US/ADS. The ADS are listed on the NYSE under the ticker VIST; and
(ii) a concurrent public
offering in Mexico of 815,000 Series A shares at a price equivalent to US 9.25 in Mexican pesos per Series A share.
For the global offering, the Company
obtained net resources of offering expenses for 91,143.
2) Series A Private Offering
On December 18, 2017, the shareholders meeting approved an increase in the variable capital stock for an amount of 1,000,000 through the
subscription of 100,000,000 Series A common shares as a result of a potential Initial Business Combination disclosed in Note 31.
On April 4, 2018
9,500,000 Series A common shares were fully paid and subscribed for an amount of 95,000 through a shares subscription process approved by the shareholders. In addition, 500,000 Series A common shares amounting for 5,000,000 were also committed
as part of the same subscription process. Aggregate costs associated with the shares subscription process amount for 4,073.
As disclosed in Note
33, on March 22, 2018, the Company shareholders meeting approved 8,750,000 common shares to be held in treasury to be used to implement the LTIP, at the discretion of the Administrator of the Plan, based on the opinion of independent
experts.
The remaining Series A common shares issued on December 18, 2017 not used for purposes of completing the shares subscription process
described above or for the LTIP, were cancelled on April 4, 2018 pursuant to the terms approved by the shareholders on December 18, 2017. As part of the LTIP, the Company will enter into a trust agreement (the Administrative
Trust) to deposit the Series A shares to be used thereunder. As of the issuance date of these financial statements, the Company is in the process to execute such Administrative Trust.
As of December 31, 2019, the Company granted 317,932 Serie A shares that were in treasury to be used to implement the LTIP.
3) Series B
Prior to the Companys initial global
offering, by means of unanimous shareholders resolutions dated May 30, 2017, the shareholders of the Company, among other matters, resolved to increase the variable portion of the capital stock of the Company in the amount of 25,000,
through the issuance of common, nominative, shares, with no expression of their nominal par value.
As of December 31, 2019, and 2018, the
Companys variable share capital consists of 87,133,504 and 70,409,315 Series A common shares with no face value each, respectively, and each granting the right to one vote, issued and fully paid. As of December 31, 2019, and 2018, the
authorized common capital of the Company includes 41,658,735 and 47,476,667 Series A common shares in its treasury; which can be used in connection with the Warrants, the Forward Purchase Agreements and LTIP.
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