REG - Cabot Energy PLC - Result of General Meeting & Open Offer
Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. With the publication of this announcement, this information is now considered to be in the public domain.
1 March 2019
Cabot Energy Plc
("Cabot Energy" or the "Company")
Result of General Meeting & Open Offer
PDMR Notification
Total Voting Rights
Cabot Energy (AIM: CAB), the AIM quoted oil and gas company focussed on creating predictable production growth in Canada, is pleased to announce that at the General Meeting held earlier today, all resolutions proposed were duly passed.
Details of the proxy votes received in relation to each of the resolutions are as follows:
Resolution
Votes For
%
Votes Against
%
Discretionary Votes
Abstained
1) Share Capital Reorganisation
506,016,544
99.93
128,754
0.03
22,163
211,429
2) Authority to allot the Fundraising Shares
505,991,011
99.92
347,133
0.07
23,306
17,440
3) Disapplication of pre-emption rights
505,904,194
99.91
387,616
0.08
23,306
63,774
The total number of votes cast by way of proxy was 506,378,890 reflecting a 76.49% turnout.
In addition, the Company announces the results of its Open Offer announced on 12 February 2019 and closed for acceptances, in accordance with its terms, at 11.00 a.m. on 28 February 2019.
The Fundraising remains conditional on, inter alia, Admission.
Result of Open Offer
The Company confirms that it has received valid acceptances and excess applications from Qualifying Shareholders for a total of 4,486,893 Open Offer Shares pursuant to the terms of the Open Offer. Accordingly, the Open Offer has conditionally raised gross proceeds of £448,689.30, and the Company has therefore conditionally raised total gross proceeds of approximately £2.53 million from the Fundraising and will issue a total of 25,315,880 New Ordinary Shares in connection with the Subscription and the Open Offer (the "Fundraising Shares"). As a result of the fundraising and substantial subscription in the Open Offer, the Company now has sufficient funding through to late April 2019.
Share Capital Reorganisation
Following the passing of the resolutions at the General Meeting, the Company's 661,987,000 Existing Ordinary Shares will be consolidated on the basis of one new ordinary share for every 100 Existing Ordinary Shares and such resulting ordinary shares then sub-divided into one New Ordinary Share of 1p and one deferred share of 99p ("Deferred B Shares"). The Deferred B Shares will have no value or voting rights and subscribers will not be issued with a share certificate in respect of the Deferred B Shares. The New Ordinary Shares will continue to carry the same rights as attached under the Articles to the Existing Ordinary Shares, save for the reduction in nominal value.
Director Subscription Shares
The Company confirms that Paul Lafferty, President of Cabot Energy Inc., has subscribed for 96,129 Subscription Shares.
Following Admission, the holding of Mr Lafferty in the enlarged issued share capital of the Company will be as follows:
Director
Number of Ordinary Shares currently held (post Share Capital Reorganisation)
Number of Subscription Shares subscribed for
Holding following Admission
Percentage holding of Enlarged Share Capital
Paul Lafferty
11,898
96,129
108,027
0.34
Admission to AIM and Total Voting Rights
Dealings on AIM in the Existing Ordinary Shares will cease at the close of business on 1 March 2019. Application has been made for the admission of 31,935,750 New Ordinary Shares (comprising 6,619,870 New Ordinary Shares in issue immediately following the Share Capital Reorganisation, along with 25,315,880 Fundraising Shares) to trading on AIM. It is expected that Admission will take place and that trading in the New Ordinary Shares will commence, at 8.00 a.m. on 4 March 2019. No application will be made for admission of the Deferred B Shares to trading on AIM nor will any such application by made to any other exchange.
Following Admission, there will be a total of 31,935,750 New Ordinary Shares in issue. The Company does not hold any shares in treasury. Consequently, 31,935,750 is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
This announcement should be read in conjunction with the full text of the circular dated 12 February 2019 (the "Circular"), published in connection with the Fundraising and capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the Circular.
Enquiries:
Cabot Energy Plc
+44 (0)20 7469 2900
Scott Aitken, CEO
Petro Mychalkiw, CFO
SP Angel Corporate Finance LLP
+44 (0)20 3470 0470
Nominated Adviser and Joint Broker
David Hignell, Richard Hail, Richard Redmayne
GMP FirstEnergy
+44 (0)20 7448 0200
Joint Broker
Jonathan Wright, David van Erp
Luther Pendragon
+44 (0)20 7618 9100
Financial PR
Harry Chathli, Alexis Gore, Joe Quinlan
Note to Editors:
Cabot Energy (AIM: CAB) is an oil and gas company focussed on creating predictable production growth in Canada. Comprehensive information on Cabot Energy and its oil and gas operations, including press releases, annual reports and interim reports are available from Cabot Energy's website: www.cabot-energy.com
PDMR Disclosure
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail on Paul Lafferty's share dealing pursuant to the Fundraising.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1.
Details of the person discharging managerial responsibilities/person closely associated
(a)
Full name of person Dealing
Paul Lafferty
2.
Reason for notification
(b)
Position/status
President, Cabot Energy Inc.
(c)
Initial notification/ Amendment
Initial notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(d)
Name of entity
Cabot Energy Plc
(e)
LEI
213800GT56T5VYUHOC90
4.
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(f)
Description of the financial instrument, type of instrument
Ordinary shares of 0.1 pence each in the Company
(g)
Identification code
GB00BGR7LD51
(h)
Nature of the transaction
Purchase of shares
(i)
Price(s) and volume(s)
Prices(s)
Volume(s)
10 pence
96,129
(j)
Aggregated information:
- Aggregated volume
- Price
Single transaction as in 4(d) above
Prices(s)
Volume(s)
10 pence
96,129
(k)
Date of transaction
1 March 2019
(l)
Place of transaction
London
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