UK Oil & Gas Investments
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this Document or the action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000, as amended if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser. The Company and the Directors whose names appear on page 4 of this Document accept individual and collective responsibility for the information contained in this Document including individual and collective responsibility for compliance with the AIM Rules. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information. Application has been made for all of the Existing Ordinary Shares to be admitted to trading on the London Stock Exchange’s AIM market. It is expected that trading in the Ordinary Shares will commence on AIM on 1 August 2018. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules to have a Nominated Adviser. The Nominated Adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this Document. A copy of this Document, which comprises an Admission Document drawn up in accordance with the AIM Rules has been issued in connection with the application for Admission to trading of all of the Existing Ordinary Shares of the Company in issue. This Document does not comprise a prospectus for the purpose of the FSMA and the Prospectus Rules of the FCA and has not been pre-approved by the FCA pursuant to section 85 of FSMA. This Document does not constitute a financial promotion and has not been approved for issue as such in the United Kingdom for the purposes for Section 21 of FSMA. The whole of this Document should be read. Your attention is particularly drawn to the Risk Factors set out in Part II of this Document. All statements regarding the Company’s business, financial position and prospects should be viewed in light of these Risk Factors. UK Oil & Gas Investments PLC (Incorporated in England and Wales with registered number 05299925) (to be renamed UK Oil & Gas Plc with effect from Admission) Re-Admission to AIM of existing share capital as an Operating Company and Notice of General Meeting Nominated Adviser and Broker Ordinary Share Capital on Admission Issued and fully paid Number Aggregate Nominal Value Ordinary Shares of £0.0001 each 5,207,240,526 £0.0001 WH Ireland Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser and Broker to the Company. Its responsibilities as the Company’s Nominated Adviser and Broker under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person. No representation or warranty, expressed or implied, is made by WH Ireland Limited as to any of the contents of this Document. WH Ireland Limited will not be offering advice and will not otherwise be responsible for providing customer protections to recipients of this Document or for advising them on the contents of this Document or any other matter. The distribution of this Document outside the UK may be restricted by law and therefore any persons outside the UK into whose possession this Document comes should inform themselves about and observe any such restrictions as to the Ordinary Shares and the distribution of this Document. Any failure to comply with such restrictions may constitute a violation of the securities laws of any jurisdiction outside of the UK. This Document does not constitute an offer to sell or the solicitation of an offer to buy shares in any jurisdiction in which such offer is unlawful. In particular, this Document is not for distribution, directly, or indirectly, in or into Canada, Australia, Japan, the Republic of South Africa or the United States or to any national, resident or citizen of Canada, Australia, Japan, the Republic of South Africa or the United States. The Ordinary Shares have not been and will not be registered under the securities legislation of any province or territory of Canada, Australia, Japan, or the Republic of South Africa. Accordingly, the Ordinary Shares may not, subject to certain exceptions, be offered or sold directly or indirectly, in or into the United States, Canada, Australia, Japan, the Republic of South Africa or to any national, citizen or resident of the United States, Canada, Australia, Japan or the Republic of South Africa. Copies of this Document will be available for collection, free of charge, from WH Ireland Limited, 24 Martin Lane, London EC4R 0DR for 1 month from the date of this Document. No person has been authorised to give any information or to make any representation about the Company and about the matters that are the subject of this Document, other than those contained in this Document. If any such information or representation is given or made then it must not be relied upon as having been so authorised. The delivery of this Document shall not imply that no change has occurred in the Company’s affairs since the date of issue of this Document or that the information in this Document is correct as at any time after the date of this Document, save as shall be required to be updated by law or regulation. Notice of a Meeting of Shareholders to be held at 10.00 a.m. BST at Hill Dickinson LLP, The Broadgate Tower, 8th Floor, 20 Primrose Street, London EC2A 2EW on 31 July 2018 is set out at the end of this Document. A Form of Proxy for holders of Ordinary Shares for use in connection with the General Meeting accompanies this Document and, to be valid, must be completed and lodged with Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR or sent by email to [email protected] as soon as possible but in any event to be received not later than 10.00 a.m. BST on 27 July 2018 or 48 hours before any adjourned meeting. Completion of a Form of Proxy will not preclude a Shareholder from attending and voting at the General Meeting in person save that in each case the Shareholder should contact Share Registrars Limited in advance to confirm what identity documents they should bring with them and to complete a form of representation (available on request from Share Registrars Limited) if necessary. IMPORTANT INFORMATION The information below is for general guidance only and it is the responsibility of any person or persons in possession of this Document to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. No person has been authorised by the Company to issue any advertisement or to give any information or to make any representation in connection with the contents of this Document and, if issued, given or made, such advertisement, information or representation must not be relied upon as having been authorised by the Company. Prospective investors should inform themselves as to: (a) the legal requirements of their own countries for the purchase, holding, transfer or other disposal of the Ordinary Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of the Ordinary Shares which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of the Ordinary Shares. Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein. Statements made in this Document are based on the law and practice currently in force in the UK and are subject to change. This Document should be read in its entirety. All holders of Ordinary Shares are entitled to the benefit of, and are bound by and are deemed to have notice of, the provisions of the Articles of Association of the Company. FORWARD LOOKING STATEMENTS All statements other than statements of historical fact, contained in this Document constitute “forward looking statements”. In some cases forward looking statements can be identified by terms such as “may”, “intend”, “might”, “will”, “should”, “could”, “would”, “believe”, “forecast”, “anticipate”, “expect”, “estimate”, “predict”, “project”, “potential”, or the negative of these terms, and similar expressions. Such forward looking statements are based on assumptions and estimates and involve risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.