Notice of General Meeting, Placing & CVA
19/08/2024 16:14
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RNS Number : 9797A Curzon Energy PLC 19 August 2024
19 August 2024
Curzon Energy Plc
("Curzon" or the "Company")
Notice of General Meeting, Placing & CVA
Further to the announcement on 3 June 2024 in relation to the proposed Company
Voluntary Arrangement (the "CVA"), the Company is pleased to announce that
today, Antony Batty & Co ("the Administrator"), has dispatched, on behalf
of the Company, the proposal of the Directors for the CVA (the "CVA
Proposal"). The Company has also today posted a notice of general meeting
("GM" or "General Meeting") and proxy forms to shareholders to approve, inter
alia, the CVA. Full details of the circular can be found below.
The CVA proposal, along with a general meeting circular will be made available
to creditors and shareholders on the Company's website from 19 August 2024.
In connection with the CVA, Peterhouse Capital Limited ("Peterhouse"), the
Company's Broker, has conditionally raised £340,000.17 (The "Placing")
before expenses through the issue of 1,133,333,900 new Ordinary Shares (the
"Placing Shares") to new investors ("Placees").
The General Meeting of Curzon will be held at the offices of Peterhouse
Capital Limited, at 80 Cheapside, London EC2V 6EE at 11:30 a.m. on 5 September
2024 for the purpose of considering and, if thought fit, passing the
Resolutions.
Background of the Proposal
The Company sought a restructuring of the business in order to eliminate
existing liabilities of approximately £3,292,498.81, which could not
otherwise be satisfied, and for the Company to have a reasonable pathway
forward. The Board determined that a CVA would be the best option for all
stakeholders, as it would allow a full restructuring of all of the Company's
obligations and give a revised board of directors a clean listed entity to
take forward.
The terms of the CVA, which are set out in the circular, provide for creditors
to receive (i) a cash payment and (ii) the issue of convertible loan notes
("CULNs").
In order to facilitate the proposals, it was necessary for the Company to
raise capital from new investors. Accordingly, Peterhouse was able to procure
Placees that were willing to participate in the Placing only on the basis that
they would receive shares in the Company. The Placing is necessary for the CVA
to complete and for the Company to continue as a going concern.
Board Changes
Subject to the Resolutions being passed, it is proposed that immediately
following the General Meeting Paul Forrest will join the Board as Executive
Director and Richard Glass as Non-Executive Director. It is also proposed that
following completion of the Placing, John McGoldrick, will resign from office
with no compensation for loss of office, and will waive all claims against the
Company under his appointment letters other than the ones already included in
the CVA.
Paul Forrest, Executive Director, age 54
Mr. Forrest has nineteen years' experience in the natural resources sector,
including ten years in offshore oil and gas in the Philippines. More recently
he has seven years United Kingdom experience in onshore oil and gas,
culminating in the acquisition of the Saltfleetby Project in 2019. Paul is the
former financial controller of AIM traded Forum Energy Plc and Celtic
Resources Plc.
Save for the information disclosed below, the Company confirms there is no
further information to be disclosed under the requirements of Listing Rule
9.6.13 in relation to the appointment of Paul Forrest as Executive Director.
Current Directorships Non-current directorships (past 5 years)
Forum Energy Services Limited (FES) Conceptual Build Limited
Saltfleetby Energy Limited Forrest Accounting Limited
Saltfleetby Energy Europe Limited Viridis Holdings UK Limited
PXOG Massey Limited Angus Energy Plc
Forrest Kolebuk Development SPÓŁKA Z The Orwell Group Limited
OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ Anglo African Oil & Gas Plc
Richard Glass, Non-Executive Director, age 47
Mr. Glass holds a Bachelor of Science (Electro-Mechanical Engineering) and a
Master's Degree in Business Administration from the University of Cape Town.
He began his career at Accenture working in the UK, Europe, the Middle East
and the Far East, later joining Investec, an international bank and wealth
manager. He now independently advises select listed and unlisted investors and
financial services businesses where he evaluates and implements deal-making,
project structuring, financing and project execution. Richard has co-founded
and manages various private resources and real estate investment companies in
South Africa and the United Kingdom.
Save for the information disclosed below, the Company confirms there is no
further information to be disclosed under the requirements of Listing Rule
9.6.13 in relation to the appointment of Richard Glass as Non-Executive
Director.
Current Directorships Non-current directorships (past 5 years)
AtDeuce Fund (Pty) Ltd AtCommerce Investments (Pty) Ltd
Atlantis Fund (Pty) Ltd Protea Village Development Company (Pty) Ltd
Atlantis Fund Investments One (Pty) Ltd AtNeat Investments (Pty) Ltd
Atlantis Partners (Pty) Ltd Broadiss (Pty) Ltd
Atlas Park Holdings (Pty) Ltd Frequentsee NPC
Bethel Partners (Pty) Ltd
Fynbosland 301 CC
Glasshouse Investment Holdings (Pty) Ltd
Glasshouse Developments (Pty) Ltd
Richmond Park Development Company (Pty) Ltd
Richmond Park Investment (Pty) Ltd
Skypark Capital (Pty) Ltd
Neither Richard Glass nor Paul Forrest currently holds any Ordinary Shares in
the Company.
Details of the Placing
In connection with the CVA, Peterhouse has conditionally raised £340,000.17
before expenses through the issue of 1,133,333,900 new Ordinary Shares. The
Company is currently unable to admit the Placing Shares without either the
publication of a prospectus or relying upon an exemption to the requirement to
issue a prospectus. Consequentially, the Placing involves a subscription by
Scott Kaintz, a director of Curzon, for 966,667,200 new Ordinary Shares in the
Company (the "Director Shares"), at the Placing Price being £0.0003 per new
Ordinary Share. Following Admission, Mr Kaintz has agreed to immediately sell
the Director Shares, at the Placing Price, to certain investors introduced by
Peterhouse. Paul Forrest, proposed Director, has conditionally subscribed for
166,666,700 Placing Shares at the Placing Price, which will equate to 13.52
per cent of the Enlarged Share Capital.
The Placing is subject to certain conditions being met, including, inter alia,
passing of the CVA and successful restoration of its listing. The proceeds of
the Placing will be used to settle outstanding Creditors under the terms of
the CVA Proposal and for working capital. Following the full settlement of
Creditors as part of the proposed CVA Proposal, the Company will be largely
debt free.
For further information please contact:
Curzon Energy Plc
Scott Kaintz Development@curzonenergy.com (mailto:Development@curzonenergy.com)
www.curzonenergy.com (http://www.curzonenergy.com)
Peterhouse Capital Limited (Corporate Broker) +44 (0)20 75690930
EXPECTED TIMETABLE
Date of this
document
19 August 2024
Latest time and date for receipt of Forms of
Proxy 11:30
a.m. 3 September 2024
General
Meeting
11:30 a.m. 5 September 2024
Meeting of Creditors to consider the
CVA
11:00 a.m. 5 September 2024
KEY STATISTICS
Ordinary Shares in issue as at the date of the Document 99,639,565
Number of Ordinary Shares to be issued as part of the Placing 1,133,333,900
Enlarged Share Capital following the Placing 1,232,973,465
Placing Shares as a percentage of the Enlarged Share Capital 91.92%
Issue Price of the Placing Shares £0.0003
Number of CVA CULN Shares 180,490,269
Fully Enlarged Share Capital following the Placing and the conversion of the 1,413,463,734
CVA CULNs
Gross proceeds of the Placing £340,000.17
References to times in this document are to London times. Any changes to the
expected timetable will be notified by the Company through a Regulatory
Information Service.
LETTER FROM THE CHAIRPERSON
CURZON ENERGY PLC
(Incorporated and registered in England and Wales with registered number
09976843)
Directors Registered Office:
Scott Kaintz (Chief Executive Officer) Salisbury House
John McGoldrick (Chairperson) London Wall
London
EC2M 5PS
19 August 2024
Dear Shareholder,
Proposals for:
General Meeting
Company Voluntary Arrangement
Placing of Ordinary Shares
Issue of Convertible Unsecured Loan Notes
Board Changes
Authority to allot and to disapply pre-emption rights
1. Introduction
Curzon Energy Plc ("Curzon" or the "Company") was incorporated in England and
Wales on 29 January 2016 to acquire oil and gas assets. Its first acquisition
was the Coos Bay coal bed methane project, which was acquired in 2017. At the
same time, the Company was admitted to the Standard List of the Main Market of
the London Stock Exchange. Post admission, the Company focused its time and
resources on testing several CBM wells at Coos Bay, which ultimately did not
flow commercial levels of gas. Additional factors, such as extended low levels
of US natural gas prices alongside the ultimate cancellation of the nearby
Jordan Cove LNG terminal, began to make the Coos Bay project less attractive
and less viable for further development.
Faced with its only asset not performing, deteriorating secondary factors and
requiring both additional capital and a viable pathway forward, the Company
surveyed several other US based oil and gas project as acquisition
opportunities. Following a period of discussions between key stakeholders and
investors in the business, the Directors had resolved to enlarge the focus of
the Company beyond the energy sector.
Over the course of the subsequent three years, the Company conducted due
diligence on over one hundred acquisition opportunities and had agreed formal
exclusivity with three. On 3 February 2021 the Company announced the
termination of discussions with Sun Seven Starts Investment Group ("SSSIG").
Then, on 19 April 2023 the Company announced the termination of discussions
with Poseidon Enhanced Technology ("PET" or "Poseidon Plastics"). At the same
time, the Company announced a potential reverse takeover transaction with
Technology Metals Market Limited ("TM2") and execution of LOI, for which, the
exclusivity period originally announced on 19 April 2023, has since lapsed. As
such, the Company is now able to explore alternative opportunities and
transactions.
In an announcement made on 1 May 2024, Curzon stated that the Company and its
auditors have 'requested additional time in order to complete an ongoing
corporate restructuring with the objective of recapitalising the Company and
the elimination of its outstanding liabilities and corporate debt.' Following
a restructuring proposal (the "Proposal") put forward to the Company's
existing major creditors and corporate lenders (the "Creditors"), the Company
was able to reach an agreement with all but one of the Company's Creditors and
therefore, will not be able to proceed with the Proposal as the Proposal
required all Creditors to agree. As such, the Company was left in a position
whereby its only remaining viable options were to either liquidate the Company
or to seek some form of creditor protection.
The Board has therefore concluded that, a Company Voluntary Arrangement (the
"CVA"), if approved, would allow for the Company to continue as an entity for
the benefit of all stakeholders.
As part of the restructuring process, Peterhouse has conditionally raised
£340,000.17 before expenses through the Placing. The Placing is subject among
other conditions to the CVA and Resolutions being approved.
The proceeds of the Placing will allow the Company to implement the CVA.
Further details on the Placing can be found below.
This Circular also seeks shareholders' approval for the CVA. A notice
convening the General Meeting to be held at 11:30 a.m. on 5 September 2024, at
the offices of Peterhouse Capital Limited, 80 Cheapside, London EC2V 6EE, to
consider the Resolutions as set out at the end of this Circular.
Shareholders should be aware that the Placing and the issue of the CVA CULNs
are conditional upon CVA Approval, the lifting of the suspension of trading in
the Company's Ordinary Shares and the passing of the Resolutions. If either of
these conditions is not satisfied, then the Placing will not proceed. In this
case the Company would then have insufficient working capital to continue to
trade as a going concern and, in the absence of any other source of funding,
the Board may have no alternative but to place the Company into an insolvency
process, probably administration.
2. Background to and reasons for the CVA
The Company has creditors of £3,292,498.81. As mentioned above, the Company
has conducted due diligence on a number of acquisition opportunities and had
agreed formal exclusivity with three. These parties agreed to fund the ongoing
costs of Curzon while the acquisition process was ongoing and to allow each
party to conduct more detailed due diligence. As Curzon had limited cash
reserves and limited access to new capital, this structure was deemed by the
Directors to be the most appropriate. The funding from the acquisition targets
for the due diligence and prospectus preparation were offered to Curzon in the
form of loans. The intention was for these loans to be converted into equity
at the time of a reverse takeover.
These acquisition efforts did not ultimately complete due to a variety of
reasons. In one case, the inability of the target to adequately prepare its
business and accounts for listing, and in another case a decision by the
target to remain private and focus on other international markets. As such,
the Company was left with substantial amounts of legacy debt and increasing
levels of associated interest accumulated. Further to this, restrictions on
the Company's ability to issue equity also complicated efforts to otherwise
improve the Company's balance sheet and this left the Company with an
inability to service these debts.
Accordingly, in order for the Company to have a reasonable pathway forward,
the Board sought a restructuring of the business. With the help of Peterhouse
Capital Limited ("Peterhouse"), the Company approached the Creditors with a
Proposal, with a view to eliminate its outstanding liabilities and corporate
debt by offering a mixture of cash and equity. However, with 15 of the 16
Creditors to which the Proposal was presented, agreeing, the Company was not
able to proceed with the Proposal as the Proposal required all Creditors to
agree.
Following this, the Board has decided that a CVA would be the best option for
all stakeholders, as it would allow a full restructuring of all of the
Company's obligations and give a revised board of directors a clean listed
entity to take forward.
Once the following conditions have been satisfied:
· the CVA approved by Creditors;
· approval of the Resolutions, including the CVA, by Shareholders;
· the audit of the annual report and financial statements for the
year ended 31 December 2023; is completed and published; and
· confirmation from the FCA to lift the suspension of trading in the
Company's Ordinary Shares;
the following steps will be taken:
· the issue of the CVA CULNs and a payment to creditors as part of
the CVA process;
· the Issue of the Placing Shares;
· Board changes; and
· change of name.
3. Company Voluntary Arrangement
If the CVA proposal is approved, in total it is estimated that the creditors
will receive £100,446.57 in cash and convertible loan notes, which will be
converted into 180,490,269 New Ordinary Shares, allocated pro-rata to their
agreed claims. Critical creditors will receive an additional cash payment of
£58,082.18
The Directors have appointed Antony Batty of Antony Batty & Company LLP to
act as nominee (the "Nominee") in respect of the proposal of the Directors for
a CVA (the "CVA Proposal"). Mr Batty has provided his consent to act as
Nominee and, if the CVA Proposal is approved, as Supervisor of the same, and
his Nominee's Report has been filed at Court as required.
A CVA requires the approval of 75 per cent. or more by value of the creditors
voting on the resolution in person or by proxy. It also requires the approval
of 50% or more by value of creditors who are 'unconnected.' Once approved, the
CVA binds all relevant creditors who were entitled to vote, whether or not
they were present or represented at that meeting and so voted and whether or
not they actually received notice of the meeting.
A CVA also requires shareholder approval. The CVA Resolution seeks that
approval. It is being proposed as an ordinary resolution and therefore
requires the approval of 50 per cent. by value of Shareholders present in
person or by proxy and voting on the CVA Resolution.
Conversion of the CVA CULN is subject to the Company having the appropriate
regulatory authority to issue the shares to the creditors. The CVA CULN must
be converted at the time that the Company undertakes a reverse takeover or is
a readmitted to trading on a public market.
Approval by Creditors of the proposed CVA Proposal will be put to a meeting of
Creditors to be held at 11 a.m. on 5 September 2024 and, if approved by
Creditors at that meeting, the CVA Resolution will be put to Shareholders at a
meeting to be held at 11:30 a.m. the same day.
For the avoidance of doubt, Shareholders will retain their existing Ordinary
Shares in the Company; and the CVA will not result in any distribution being
made to Shareholders of the Company in their capacity as Shareholders.
A copy of the Directors' CVA Proposal incorporating the Nominee's Report is
available for download from the following website:
http://www.antonybatty.net/client-login.php
(http://www.antonybatty.net/client-login.php) access code 1205262491.
Any Shareholder wishing to receive a paper copy of the proposal, should
contact Antony Batty on
020 7831 1234, or email antonyb@antonybatty.com, or in writing to Antony
Batty, Anthony Batty & Company LLP, 3 Field Court, London WC1R 5EF.
The CVA Proposal is conditional upon the approval of the Resolutions, and
completion of the Placing.
The Directors, under the terms of their existing service contracts and other
arrangements, are currently owed in aggregate £518,927.91. Under the terms of
the CVA Proposal, the Directors are entitled to make a claim for these
contractual amounts owing to them. Assuming all Creditors make a valid claim
under the CVA Proposal, the Directors will receive an initial payment of up to
4.81 pence in the £1 pari passu with all other creditors. Should fewer of the
Creditors make a valid claim under the CVA then the amount issued to the
Directors may increase.
4. The Placing
Peterhouse has conditionally raised £340,000.17 before expenses through the
Placing.
In order to issue the Placing Shares, the Company is seeking authority to
issue and to disapply statutory pre-emption rights.
The Company is also currently unable to admit the Placing Shares without
either the publication of a prospectus or relying upon an exemption to the
requirement to issue a prospectus. Consequentially, the Placing involves a
subscription by Scott Kaintz, a director of Curzon, for 966,667,200 new
Ordinary Shares in the Company (the "Director Shares"), at the Placing Price
being £0.0003 per new Ordinary Share. Following Admission, Mr Kaintz has
agreed to sell the Director Shares, at the Placing Price, to certain investors
introduced by Peterhouse. Paul Forrest, proposed Director, has conditionally
subscribed for 166,666,700 Placing Shares at the Placing Price, which will
equate to 13.52 per cent of the Enlarged Share Capital.
Peterhouse is acting as placing agent to the Company.
The Placing is conditional on:
· the CVA approved by Creditors;
· approval of the Resolutions, including the CVA, by Shareholders;
· the audit of the annual report and financial statements for the
year ended 31 December 2023 is completed and published; and
· confirmation from the FCA to lift the suspension of trading in the
Company's Ordinary Shares;
The proceeds of the Placing will allow the Company to implement the CVA
Proposal.
Following completion of the Placing, the Placees will, in aggregate, hold
approximately 91.92% per cent. of the Enlarged Share Capital.
Placees will receive 1 warrant for each new Ordinary Share subscribed for as
part of the Placing ("Warrants"). The Warrants will be valid for 3 years from
the date of the Placing and will have an exercise price of £0.0005. The
exercise of the Warrants will be subject to the company issuing a prospectus
and subject to other regulatory requirements.
It is the intention that there will be Board changes following the completion
of the Placing.
Shareholders should be aware that the Placing is conditional amongst other
things on the CVA Approval and the passing of the Resolutions. If these
conditions are not met, then the Placing will not proceed, and the Company
would then have insufficient capital to continue trading as a going concern;
and, in the absence of any other source of funding, the Board may have no
alternative but to place it into a formal insolvency process, probably
administration.
5. Use of Proceeds
The proceeds of the Placing will be used to settle outstanding Creditors under
the terms of the CVA Proposal and for working capital. Following the full
settlement of Creditors as part of the proposed CVA Proposal, the Company will
be free of debt.
6. Board Changes
Subject to the Resolutions being passed, it is proposed that immediately
following the General Meeting Paul Forrest will join the Board as Executive
Director and Richard Glass as Non-Executive Director. It is also proposed that
following completion of the Placing, John McGoldrick, will resign from office
with no compensation for loss of office, and will waive all claims against the
Company under their appointment letters other than the ones already included
in their CVA.
Paul Forrest, Executive Director, age 54
Mr. Forrest has nineteen years' experience in the natural resources sector,
including ten years in offshore oil and gas in the Philippines. More recently
he has seven years United Kingdom experience in onshore oil and gas,
culminating in the acquisition of the Saltfleetby Project in 2019. Paul is the
former financial controller of AIM traded Forum Energy Plc and Celtic
Resources Plc.
Save for the information disclosed below, the Company confirms there is no
further information to be disclosed under the requirements of Listing Rule
9.6.13 in relation to the appointment of Paul Forrest as Executive Director.
Current Directorships Non-current directorships (past 5 years)
Forum Energy Services Limited (FES) Conceptual Build Limited
Saltfleetby Energy Limited Forrest Accounting Limited
Saltfleetby Energy Europe Limited Viridis Holdings UK Limited
PXOG Massey Limited Angus Energy Plc
Forrest Kolebuk Development SPÓŁKA Z The Orwell Group Limited
OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ Anglo African Oil & Gas Plc
Richard Glass, Non-Executive Director, age 47
Mr. Glass holds a Bachelor of Science (Electro-Mechanical Engineering) and a
Master's Degree in Business Administration from the University of Cape Town.
He began his career at Accenture working in the UK, Europe, the Middle East
and the Far East, later joining Investec, an international bank and wealth
manager. He now independently advises select listed and unlisted investors and
financial services businesses where he evaluates and implements deal-making,
project structuring, financing and project execution. Richard has co-founded
and manages various private resources and real estate investment companies in
South Africa and the United Kingdom.
Save for the information disclosed below, the Company confirms there is no
further information to be disclosed under the requirements of Listing Rule
9.6.13 in relation to the appointment of Richard Glass as Non-Executive
Director.
Current Directorships Non-current directorships (past 5 years)
AtDeuce Fund (Pty) Ltd AtCommerce Investments (Pty) Ltd
Atlantis Fund (Pty) Ltd Protea Village Development Company (Pty) Ltd
Atlantis Fund Investments One (Pty) Ltd AtNeat Investments (Pty) Ltd
Atlantis Partners (Pty) Ltd Broadiss (Pty) Ltd
Atlas Park Holdings (Pty) Ltd Frequentsee NPC
Bethel Partners (Pty) Ltd
Fynbosland 301 CC
Glasshouse Investment Holdings (Pty) Ltd
Glasshouse Developments (Pty) Ltd
Richmond Park Development Company (Pty) Ltd
Richmond Park Investment (Pty) Ltd
Skypark Capital (Pty) Ltd
7. General Meeting
Attached to this Document is a notice convening a General Meeting of the
Company to be held at the offices of Peterhouse Capital Limited at 80
Cheapside, 3(rd) Floor, London, EC2V 6EE at 11:30 a.m. on 5 September 2024 at
which the Resolutions will be proposed to, inter alia, approve the CVA, to
appoint the Proposed Directors, to give the Directors authority to issue the
new Ordinary Shares, and to change the name of the Company. A summary of the
Resolutions is set out below. Please note that unless all of the Resolutions
are passed the Proposals outlined in this Document will not proceed.
At the General Meeting, the following Resolutions will be proposed, of which
resolutions 1 to 4 will be proposed as ordinary resolutions and resolutions 5
and 6 will be proposed as special resolutions:
Resolution 1, which will be proposed as an ordinary resolution, seeks approval
for the CVA.
Resolution 2, which will be proposed as an ordinary resolution, will, if
passed, give the Directors the authority to:
· allot up to a further 1,200,000,000 new shares, equal to 97.3 per
cent. of the Enlarged Share Capital;
· allot up to a further 1,133,333,900 new shares, in connection with
the Placing, equal to 91.92 per cent. of the Enlarged Share Capital;
· allot up to a further 1,133,333,900 new shares, pursuant to the
exercise of any Warrants; and
· issue the CVA CULNs and up to 180,490,269 Ordinary Shares pursuant
to the conversion of the CVA CULNs equal to 12.75 per cent. of the enlarged
Share Capital.
Resolution 3, which will be proposed as an ordinary resolution, to appoint
Paul Forrest as a Director of the Company
Resolution 4, which will be proposed as an ordinary resolution, to appoint
Richard Glass as a Director of the Company
Resolution 5 which will be proposed as a special resolution, seeks to change
the name of the Company to Corpus Resources plc.
Resolution 6, which will be proposed as a special resolution, seeks approval
to disapply the statutory pre-emption rights under section 561 of the
Companies Act 2006
8. Action to be taken
Shareholders will find a Form of Proxy enclosed for use at the General
Meeting. You are requested to complete and return the Form of Proxy in
accordance with the instructions printed thereon as soon as possible.
To be valid, completed Forms of Proxy must be received by the Company's
registrars, Neville Registrars Limited, Neville House, Steelpark Road,
Halesowen, B62 8HD not later than 11:30 a.m. on 3 September 2024, being 48
hours (two working days) before the time appointed for holding the General
Meeting.
You are entitled to appoint a proxy to exercise all or any of your rights to
vote at the General Meeting instead of you. Your attention is drawn to the
notes to the Form of Proxy.
9. Recommendation
The Directors consider that the CVA Proposal and the Placing are in the best
interests of the Company, its Creditors and the Shareholders as a whole.
In the absence of any other source of funding, the only alternative course of
action, in the opinion of the Board, would be to place the Company into a
formal insolvency process, probably administration. As a result, the Board is
advised that the Company would very likely lose its public listing; and the
opportunity to create future value for Shareholders would be severely
constrained.
The Directors therefore unanimously recommend that Shareholders vote in favour
of all the Resolutions.
Yours faithfully
John McGoldrick
Chairperson
DEFINITIONS
The following definitions apply throughout this document and the Form of
Proxy, unless the context requires otherwise:
"Board" the board of Directors;
"Circular" or "Document" this document dated 19 August 2024;
"Company" or "Curzon" Curzon Energy plc;
"CREST" the computerised settlement system operated by Euroclear which facilitates the
transfer of title to shares in uncertificated form;
"Creditors" the creditors of the Company;
"Creditors' Meeting" the meetings of creditors to be convened at 11 a.m. on 5 September 2024
pursuant to the CVA;
"CVA" a Company Voluntary Arrangement, pursuant to Part 1 of the Insolvency Act
1986, details of which are set out in this document and a proposal document
available to Creditors and Shareholders dated 16(th) August 2024 (the "CVA
Proposal");
"CVA Approval" approval of the terms of the CVA Proposal at the Creditors' Meeting and the
General Meeting convened for such purposes;
"CVA CULNs" the convertible unsecured loan note instrument for 180,490,269 new Ordinary
Shares between the Company and the Creditors;
"CVA CULN Shares" the 180,490,269 Ordinary Shares issued to the Creditors upon converting the
CVA CULNs;
"CVA Resolution" resolution 1, to approve the terms of the CVA;
"Directors" the directors of the Company or any duly constituted committee of the Board;
"Enlarged Share Capital" 1,232,973,465 Ordinary Shares which includes the Issued Share Capital and the
Placing Shares;
"Euroclear" Euroclear UK & International Limited, being the operator of CREST;
"FCA" the Financial Conduct Authority;
"Form of Proxy" the form of proxy provided with this document for use by Shareholders in
connection with the General Meeting;
"Fully Enlarged Share Capital" the Enlarged Share Capital plus the CULNs Shares;
"General Meeting" the general meeting of the Company to consider the Resolutions, convened for 5
September 2024 at 11:30 a.m. notice of which is set out on page 11 of this
document;
"Issued Share Capital" 99,639,565 Ordinary Shares currently in issue;
"London Stock Exchange" London Stock Exchange plc;
"Nominee" or "Supervisor" Antony Batty of Antony Batty & Company LLP;
"Noteholders" holders of the CULNs;
"Notice of General Meeting" or "Notice" the notice of the General Meeting as set out on page 11 of this document;
"Ordinary Shares" ordinary shares of £0.0001 each in the capital of the Company;
"Placees" a subscriber of the Placing Shares under the Placing;
"Placing" the conditional placing of the Placing Shares;
"Placing Shares" the 1,133,333,900 Ordinary Shares to be issued as part of the Placing;
"Registrar" Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West
Midlands B62 8HD;
"Resolutions" the resolutions being proposed at the General Meeting;
"Shareholders" holders of Ordinary Shares;
"Shareholders' CVA Meeting" a meeting of the Shareholders, called pursuant to section 3 of the Insolvency
Act 1986 (as amended) to consider the CVA to be convened immediately following
the Creditors' Meeting on 5 September 2024;
"Sterling" or "£" the lawful currency of the UK;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland.
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