REG - Deltic Energy PLC - Posting of Annual Report & Notice of AGM

Deltic EnergyAnnouncement

27/04/2023 07:00

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RNS Number : 5899X  Deltic Energy PLC  27 April 2023

 

Deltic Energy Plc / Index: AIM / Epic: DELT / Sector: Natural Resources

 

27 April 2023

 

Deltic Energy Plc ("Deltic" or "the Company")

 

Posting of Annual Report, Notice of Annual General Meeting

and Proposed Share Consolidation

 

Deltic announces that its Annual Report for the year ended 31 December 2022
and the Notice of Annual General Meeting ("AGM") are now available to download
from the Company's website at www.delticenergy.com and will today be posted to
shareholders.

The AGM will be held on Wednesday 24 May 2023 at 10.30 a.m. at the offices of
K&L Gates LLP, One New Change, London, EC4M 9AF.

Proposed Share Consolidation

 

The Chairman's letter to shareholders in the Notice of AGM describes a
proposed 20 for one consolidation of the Company's existing ordinary shares of
0.5 pence each in the capital of the Company ("Existing Ordinary Shares") (the
"Share Consolidation"), and the resolution required to effect this (resolution
6 in the Notice of AGM) will be put to shareholders at the forthcoming AGM.

 

As at 26 April 2023, there are 1,861,931,992 Existing Ordinary Shares in
issue.  The Directors consider that the number of Existing Ordinary Shares is
unwieldly in volume given Deltic Energy's market capitalisation and that, when
combined with the Company's prevailing share price, may not at times be
conducive to an orderly market. The Directors believe that both these factors
have the potential at times to cause a de-stabilising effect on the Company's
share price.  The Directors consider that the Share Consolidation will result
in a more appropriate share capital structure for the Company which is
expected to increase the Company's share price proportionately which may
consequently positively impact the liquidity of and trading activity in the
Company's shares; and provide the basis for enhanced perception of the
Company, improving its marketability to a wider investor group.

 

Under the Share Consolidation, it is proposed that every 20 Existing Ordinary
Shares be consolidated into one new ordinary share of 10p each ("New Ordinary
Share").  Accordingly, the proportion of Existing Ordinary Shares held by
each Shareholder immediately before the Share Consolidation will, save for
fractional entitlements, be the same as the proportion of New Ordinary Shares
held by each Shareholder immediately after the Share Consolidation.  The
Board believes that the Share Consolidation will result in a more appropriate
number of shares in issue for a company of the Company's size.

 

The New Ordinary Shares will carry equivalent rights to the Existing Ordinary
Shares, save as to nominal value.

 

Expected Share Consolidation timetable

 Dispatch of the Notice of AGM to Shareholders                                   27 April 2023
 Latest time and date for receipt of Forms of Proxy                              10.30 a.m. on 22 May 2023
 Annual General Meeting                                                          10.30 a.m. on 24 May 2023
 Record Date for the Share Consolidation                                         6.00 p.m. on 24 May 2023
 Admission and dealings in the New Ordinary Shares Expected to commence on AIM   8.00 a.m. on 25 May 2023
 Expected date for CREST accounts to be credited for the New Ordinary Shares to  25 May 2023
 be held in uncertificated form
 Dispatch of definitive share certificates in respect of the New Ordinary        by 1 June 2023
 Shares to be held in certificated form, if applicable

 

Notes

1.        Each of the times and dates above are indicative only and if
any of the details contained in the timetable above should change, the revised
times and dates will be notified to Shareholders by means of an announcement
through a Regulatory Information Service.

2.        All of the above times refer to London time unless otherwise
stated.

3.        Some of the events listed in the above timetable in relation
to the Share Consolidation are conditional on the passing at the Annual
General Meeting of the necessary Resolution.

 

Further information on the Share Consolidation

 

To effect the Share Consolidation, it will be necessary to issue 8 additional
Existing Ordinary Shares so that the Company's issued ordinary share capital
is exactly divisible by 20. It is proposed that these additional Existing
Ordinary Shares will be issued to the Company's share registrars, Share
Registrars Limited.  These additional Existing Ordinary Shares would only
represent an entitlement to a fraction of a New Ordinary Share, so this
fraction would be sold pursuant to the arrangements for fractional
entitlements described below. Application for these 8 Existing Ordinary Shares
to be admitted to trading on AIM will be made in due course and it is
currently expected that admission to trading on AIM will take place at 8.00
a.m. on or around 24 May 2023.

 

In the event that the number of Existing Ordinary Shares held by a Shareholder
is not exactly divisible by 20, the Share Consolidation will generate an
entitlement to a fraction of a New Ordinary Share.

 

The Company proposes that any such fractional entitlements will be aggregated
and sold in the market for the best price reasonably obtainable with the
proceeds being to the benefit of the Company. Given the small economic value
of such fractional entitlements, the Board is of the view that the
distribution of the sale proceeds to individual Shareholders would result in a
disproportionate cost to the Company.

 

Any Shareholder holding fewer than 20 Ordinary Shares at the Record Date for
the Share Consolidation, being 6.00 p.m. on 24 May 2023 (the "Record Date")
will cease to be a Shareholder.

 

The issued share capital of the Company immediately following the Share
Consolidation is expected to comprise 93,096,600 New Ordinary Shares.

 

The entitlements to New Ordinary Shares of holders of share options or other
instruments convertible into Existing Ordinary Shares will be adjusted in
accordance with their terms to reflect the Share Consolidation.

 

Application will be made for the simultaneous cancellation of the Existing
Ordinary Shares from CREST and admission of the New Ordinary Shares to CREST
and their admission to trading on AIM. The New Ordinary Shares may thereafter
be held and transferred by means of CREST. It is expected that New Ordinary
Shares which are held in uncertificated form will be credited to the relevant
CREST accounts on 25 May 2023 and admitted to trading on AIM on the same day.

 

Definitive share certificates in respect of those New Ordinary Shares which
will be held by Shareholders who currently hold their Existing Ordinary Shares
in certificated form are expected to be dispatched to relevant Shareholders on
or around 1 June 2023. Share certificates in respect of Existing Ordinary
Shares will cease to be valid on 25 May 2023 and, pending delivery of share
certificates in respect of New Ordinary Shares, transfers will be certified
against the register.

 

Share Consolidation Statistics

 

 Number of Existing Ordinary Shares at the date of this announcement            1,861,931,992

 Number of Existing Ordinary Shares expected to be in issue at the Record Date  1,861,932,000

 Consolidation ratio                                                            One New Ordinary Share for

                                                                                every 20 Existing Ordinary Shares

 Number of New Ordinary Shares following the Share Consolidation                93,096,600

 ISIN number for the New Ordinary Shares                                        GB00BNTY2N01

 SEDOL number for the New Ordinary Shares                                       BNTY2N0

 

 

**ENDS**

 

For further information please contact the following:

 Deltic Energy Plc                                                              Tel: +44 (0) 20 7887 2630

 Graham Swindells / Andrew Nunn / Sarah McLeod

 Allenby Capital Limited (Nominated                                             Tel: +44 (0) 20 3328 5656
 Adviser)

 David Hart / Alex Brearley (Corporate Finance)

 Stifel Nicolaus Europe Limited (Joint                                          Tel: +44 (0) 20 7710 7600
 Broker)

 Callum Stewart / Simon Mensley / Ashton Clanfield

 Canaccord Genuity Limited (Joint Broker)                                       Tel: +44 (0) 20 7523 8000

 Adam James / Gordon Hamilton

 Vigo Consulting (IR Adviser)                                                   Tel: +44 (0) 20 7390 0230

 Patrick d'Ancona / Finlay Thomson / Kendall Hill

 

About Deltic Energy Plc

Deltic has created a strategically located portfolio of high-quality gas
exploration licences in the Southern North Sea over a number of licensing
rounds.  These licences are located in areas that have been underexplored
despite significant discoveries such as Tolmount, Breagh, Pegasus and Cygnus,
most of which have gone on to be developed and could provide ready access to
export infrastructure for any future developments on Deltic's licence acreage.

 

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