REG - Barryroe Offshore - Listing Cancellation and Notice of EGM

Barryroe Offshore EnergyAnnouncement

30/06/2023 07:00

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RNS Number : 4650E  Barryroe Offshore Energy PLC  30 June 2023

AIM and Euronext Growth Cancellation and Notice of EGM

 

30 June 2023

 

 

Barryroe Offshore Energy plc

 

(Barryroe or the Company)

 

Proposed Cancellation of Admission to Trading on AIM and Euronext Growth and
Notice of General Meeting

 

As stated in the announcement of 19 June 2023, the Board of Barryroe, intends
to initiate an orderly wind down of the business through a Creditors Voluntary
Liquidation (CVL). As well as the CVL the Company proposes to seek Shareholder
consent to cancel the admission of the Company's ordinary shares (the
"Ordinary Shares") to trading on AIM and Euronext Growth (the Cancellation).
The Company will therefore later today be posting a circular to shareholders
(Circular) in connection with the proposed CVL and Cancellation.

 

The Circular will set out the background to and reasons for the CVL and the
Cancellation and additional information on the implications of the CVL and
Cancellation for the Company and its Shareholders.

 

Cancellation of Admission

Reasons for the proposed Cancellation

As previously announced, on 19 May 2023 the Company received a letter from the
Department of the Environment, Climate and Communications (DECC) refusing the
April 2021 application for a Lease Undertaking (LU); that LU following on
directly from exploration licence SEL 1/11 and required in order for the
Company to complete appraisal drilling at the Barryroe oil and gas field.
Shareholders will be aware that, prior to the Minister's decision of 19 May
2023, the Company was in an advanced stage of preparation to raise up to a
further €20 million in equity capital, subject to shareholder approval. As
announced on 8 June 2023, the Minister's decision made it impossible to
proceed with the planned Placing and Open Offer to raise working capital.

The very limited working capital remaining has obliged the Board to call an
EGM to seek approval for appointment of the Liquidator, to minimise the extent
to which liabilities exceed remaining assets. Given the Board's decision to
propose a resolution to appoint a Liquidator to the Company and considering
the Company's financial position, the Board also believes it sensible to
propose a resolution to cancel the Company's admission to trading on AIM and
Euronext Growth.

 

Effects of the CVL and Cancellation

In the event the CVL resolution is passed, the Company will be voluntarily
wound up following the appointment of the Liquidator.

 

In the event that the Cancellation Resolution is passed and the Admission of
the Company's Ordinary Shares to trading on AIM and Euronext Growth is
cancelled, Shareholders will no longer be able to buy and sell Ordinary Shares
in the Company through AIM or Euronext Growth. Accordingly, the Company would
no longer be subject to the rules and corporate governance requirements to
which companies admitted to trading on AIM and Euronext Growth are subject
(and accordingly shareholders will no longer be afforded the protections given
by the AIM Rules or the Euronext Growth Rules). Davy will cease to be the
Company's nominated adviser and broker. Given the Company's intention to
proceed with the appointment of a Liquidator, there will be no formal market
for shareholders to effect transactions in the Company's shares following
Cancellation.

 

On the appointment of the liquidator, all the powers of the Board will vest in
him and the Board will effectively stand down. In the event that the
liquidator's appointment is not approved by shareholders, the Board will have
to consider their options, including standing down. In those circumstances the
shareholders will have to appoint new directors. A creditor would also be able
to present a petition to wind up the company.

 

Cancellation Process

In accordance with the AIM Rules and the Euronext Growth Rules, the Company
has notified the London Stock Exchange plc and Euronext of the proposed
Cancellation.

Pursuant to the AIM Rules and the Euronext Growth Rules, the Cancellation can
only be effected by the Company after securing a resolution of shareholders in
a general meeting passed by a requisite majority, being not less than 75 per
cent of the votes cast by shareholders (in person or by proxy).

Under the AIM Rules and Euronext Growth Rules, the Cancellation can only take
place after the expiry of a period of twenty Business Days from the date on
which notice of the Cancellation is given.  In addition, a period of at least
five Business Days following the shareholder approval of the Cancellation is
required before the Cancellation may be put into effect.  Accordingly, if the
Resolution to cancel the Admission is approved, the Cancellation will become
effective at 7.00 a.m. on 1 August 2023.

Extraordinary General Meeting

The Circular will include a copy of the notice convening the Extraordinary
General Meeting to be held at the offices of Davy, Davy House, 49 Dawson
Street, Dublin 2 at 10.00 a.m. on 24 July 2023 at which, inter alia, the
Cancellation Resolution will be proposed.

The Directors of the Company are responsible for the release of this
announcement.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                                 2023
 Notice given to London Stock Exchange and Euronext notifying it of the          30 June
 proposed Cancellation
 Publication of the Circular                                                     30 June
 Notice convening Annual General Meeting                                         30 June
 Latest time and date for receipt of Form of Proxy                               no later than 10:00 a.m. 22 July
 Extraordinary General Meeting                                                   10:00 a.m. on 24 July
 Announcement of results of Extraordinary General Meeting                        24 July
 Expected time and date that the Admission to trading of the Ordinary Shares on  7:00 a.m. 1 August
 AIM and Euronext Growth will be cancelled

 

 

INVESTOR ENQUIRIES:

Barryroe Offshore Energy P.l.c. Tel: +353 1 219 4074 / Alan Curran Chief
Executive

Investor Relations Tel: + 353 1 219 4074 / Job Langbroek

J & E Davy Tel: +353 1 679 6363 / Anthony Farrell

MEDIA ENQUIRIES:

AM O'Sullivan PR Tel: +353 87 9881890, tina@amosullivanpr.ie / Tina Quinn

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