Lekoil Limited - Publication of Circular and Notice of EGM
09/12/2022 16:03
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RNS Number : 2736J Lekoil Limited 09 December 2022
9 December 2022
Lekoil Limited
("LEKOIL" or the "Company")
Publication of Circular and Notice of Extraordinary General Meeting
LEKOIL (AQSE: LEK), the Cayman Islands litigation asset company with an
investment in oil & gas assets in Nigeria, announces that, further to its
announcement of 7 December 2022 regarding the proposed settlement of claims
with Lekoil Nigeria Limited and Olalekan Akinyanmi, the former CEO of the
Company (the "Settlement Announcement"), an Extraordinary General Meeting
("EGM") of the Company will be held on 29 December 2022 at 10.00 a.m.
(Greenwich Mean Time) at the offices of White & Case LLP, 5 Old Broad
Street, London EC2N 1DW, United Kingdom.
Capitalised terms not defined in this announcement shall have the meaning
given to them in the Settlement Announcement.
As noted in Settlement Announcement, the LNL Arrangements and the Change of
Name are conditional upon, amongst other things, Shareholder approval being
obtained at the Extraordinary General Meeting. The LNL Arrangements and the
Change of Name are inter-conditional.
Under the AQSE Rules, a fundamental change of business requires the approval
of Shareholders by way of an ordinary resolution; under the Articles, the
Change of Name requires the approval of Shareholders by way of a special
resolution. In addition, the Company is seeking approval to allot Ordinary
Shares to settle certain outstanding debts, including as part of the SEIL
Arrangements.
Accordingly the Directors are seeking approval of a single special resolution
to authorise the LNL Arrangements, the Change of Name and allotment of
Ordinary Shares (together, the "Settlement Resolution").
In addition, the Directors propose that the following resolutions are put to
Shareholders at the EGM:
To be approved as ordinary resolutions
· To re-elect Thomas Richardson as a director of the Company; and
· To re-elect Marco D'Attanasio as a director of the Company.
To be approved as a special resolution:
· To disapply the provisions of Article 107 of the Articles so that the
Company is required to hold its annual general meeting in respect of 2022 by
no later than 28 February 2023.
If the Settlement Resolution is approved, it is anticipated that Completion
will shortly after the Extraordinary General Meeting (subject to satisfaction
of any other conditions to Completion).
The expected timetable of principal events in relation to the General Meeting
is as follows:
EVENT
EXPECTED TIMETABLE
Publication of Circular 9 December 2022
Latest time and date for receipt of Form of Instruction 10.00 a.m. on 12 December 2022
Latest time and date for receipt of Form of Proxy 10.00 a.m. on 23 December 2022
Extraordinary General Meeting 10.00 a.m. on 29 December 2022
All references to time in this announcement are to London time unless
otherwise stated.
Copies of the Notice of EGM and Forms of Proxy and Instruction have been
posted to shareholders and are available to download from the Company's
website.
The Company has received irrevocable undertakings from the following
shareholders confirming their agreement to vote in favour of the Resolutions
detailed below:
· Savannah Energy in respect of 179,997,756 Ordinary Shares
(representing approximately 23.72% of the Existing Ordinary Shares) to vote in
favour of all of the Resolutions;
· Lekoil Nigeria in respect of 107,658,847 Ordinary Shares
(representing approximately 14.19% of the Existing Ordinary Shares) to vote in
favour of all of the Resolutions;
· Hadron Master Fund in respect of 46,025,000 Ordinary Shares
(representing approximately 6.07% of the Existing Ordinary Shares) to vote in
favour of all of the Resolutions;
· TDR Enterprises Limited in respect of 10,200,000 Ordinary Shares
(representing approximately 1.34% of the Existing Ordinary Shares) to vote in
favour of all of the Resolutions; and
· Amala Management Limited in respect of 10,200,000 Ordinary Shares
(representing approximately 1.34% of the Existing Ordinary Shares) to vote in
favour of all of the Resolutions.
Accordingly, the Company has received undertakings to vote in favour of the
Settlement Resolution in respect of 354,081,603 Ordinary Shares representing
approximately 46.66% of the Company's issued share capital as at 7 December
2022 (the latest practicable date prior to the publication of the Circular).
The Directors consider that the terms of the Transactions are in the best
interests of the Company and its shareholders as a whole.
The Directors consider that the Resolutions to be put to the Extraordinary
General Meeting, including the Settlement Resolution, are in the best
interests of the Company and its shareholders as a whole and unanimously
recommend shareholders to vote in favour of the Resolutions, as they do in
respect of their own beneficial holdings amounting in aggregate to 10,616,438
Ordinary Shares representing approximately 1.33% of the Company's issued share
capital as at 7 December 2022, being the latest practicable date prior to the
publication of this announcement.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.
For further information, please visit www.lekoilplc.com
(http://www.lekoilplc.com/) or contact:
First Sentinel Corporate Finance Ltd (AQSE Corporate Adviser)
Brian Stockbridge +44 203 989 2200
Tennyson Securities (Broker) +44 20 7186 9030
Peter Krens
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