REG - UK Oil & Gas PLC - Notice of General Meeting

UK Oil & GasAnnouncement

08/08/2025 07:00

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RNS Number : 5020U  UK Oil & Gas PLC  08 August 2025

UK Oil & Gas PLC

("UKOG" or the "Company")

 

Notice of General Meeting

 

UKOG (LONDON AIM:UKOG) is pleased to announce that copies of a General Meeting
of the Company's shareholders ("GM") notice and forms of proxy will be posted
to registered shareholders today, 8 August 2025. The GM will be held at
10:00am on Tuesday 2 September 2025. The GM will be a virtual meeting and can
be accessed via the details in the GM notice.

 

The GM notice and subsequent GM results will both be made available on the
Company's website (www.ukogplc.com (http://www.ukogplc.com) ). Extracts from
the notice are included below.

 

For further information, please contact:

 

UK Oil & Gas Plc

Stephen Sanderson / Guzyal Mukhametzhanova                   Tel:
01483 941493

 

Zeus (Nominated Adviser and
Broker)

James Joyce / James
Bavister
Tel:  0203 829 5000

 

CMC Markets (Joint Broker)

Douglas
Crippen
Tel:  0203 (Tel:0203) 003 8632

 

Communications

Brian
Alexander                                                                             Tel:
01483 941493

 

Notice of General Meeting

 

DEFINITIONS

The following definitions apply throughout this Document, unless the context
otherwise requires:

 "Act"                             the Companies Act 2006
 "ARA"                             the Company's Annual Report and Accounts
 "General Meeting"                 the general meeting of the Company to be held on 2 September 2025 at 10 a.m.,
                                   notice of which is set out at the end of this Document
 "Board" or "Directors"            the directors of the Company whose names are set out on page 5 of this
                                   Document
 "Company"                         UK Oil & Gas PLC, a company incorporated and registered in England and
                                   Wales, with registered number 05299925
 "CREST"                           the computerised settlement system (as defined in the CREST Regulations)
                                   operated by Euroclear which facilitates the transfer of title to shares in
                                   uncertificated form
 "CREST Regulations"               the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any
                                   enactment or subordinate legislation which amends or supersedes those
                                   regulations and any applicable rules made under those regulations or any such
                                   enactment or subordinate legislation for the time being in force
 "Document"                        this document, containing details of the Resolutions
 "Form of Proxy"                   the form of proxy for use by the Shareholders in connection with the General
                                   Meeting
 "HSBM"                            Hydrogen Storage Business Model Revenue Support
 "London Stock Exchange"           the London Stock Exchange plc
 "MOU"                             Memoranda of Understanding
 "Ordinary Shares"                 the ordinary shares of £0.000001 each in the capital of the Company
 "Registrar"                       Share Registrars Limited, the registrars of the Company
 "Regulatory Information Service"  any information service authorised from time to time by the FCA for the
                                   purpose of disseminating regulatory announcements
 "Resolutions" or "Resolution"     the resolutions to be proposed at the General Meeting, notice of which is set
                                   out at the end of this Document
 "Shareholders" or "Shareholder"   the holders of Ordinary Shares in the Company

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Event                                               Expected time / date
 Publication of this Document                        8 August 2025
 Latest time and date for receipt of forms of proxy  10 a.m. on 29 August 2025
 General Meeting                                     10 a.m. on 2 September 2025

Notes:

(1)        All times shown in this Document are London times unless
otherwise stated. The dates and times given are indicative only and are based
on the Company's current expectations and may be subject to change. If any of
the times and/or date above changes. The revised times and/or dates will be
notified to Shareholders by announcement through the Regulatory Information
Service of the London Stock Exchange.

(2)        If the General Meeting is adjourned, the latest time and
date for receipt of forms of proxy for the adjourned meeting will be notified
to Shareholders by announcement through the Regulatory Information Service of
the London Stock Exchange.

 

 

LETTER FROM THE CHAIRMAN

UK OIL & GAS PLC

(Incorporated and registered in England & Wales with registered number
05299925)

 

 Directors:                                                Registered Office:
                                                           The Broadgate Tower

 Nicholas Mardon Taylor (Non-Executive Chairman)           8(th) Floor

 Stephen Sanderson (Chief Executive Officer)               20 Primrose Street

 Kris Bone (Executive Director, Chief Technical Officer)   London

 Allen D Howard (Executive Director)                       United Kingdom

                                                           EC2A 2EW

 To the Shareholders and, for information only, to the holders of warrants and
 options
 8 August 2025

Dear Shareholder

Notice of General Meeting

Introduction

I am writing to you with details of the General Meeting of the Company which
will be held at 10 a.m. on 2 September 2025. The general meeting will be a
virtual meeting and can be accessed via the Lumi platform
https://meetings.lumiconnect.com/100-223-960-836
(https://meetings.lumiconnect.com/100-223-960-836) . We are utilising
provisions in our articles of association and certain associated discretionary
powers for the orderly conduct of meetings, to facilitate the holding of the
meeting on an electronic platform. The platform that we will be using will
allow Shareholders to hear the persons present at the meeting and submit
questions during the course of the meeting on the resolutions and business of
the meeting. The formal notice of the General Meeting is set out at the end of
this Document.

This letter also explains why the Directors recommend that Shareholders of the
Company vote in favour of the Resolutions being proposed at the General
Meeting.

The Company's Annual General Meeting, at which the Annual Report and Accounts
("ARA") for the year ended 30 September 2024 will be presented, will be
convened separately following publication of the Company's ARA. The ARA is
currently expected to be published in early September 2025.

Before the General Meeting

In the usual way we ask and encourage Shareholders to vote in favour of the
Resolutions.

You can register your vote(s) for the General Meeting either:

•     by visiting www.shareregistrars.uk.com
(http://www.shareregistrars.uk.com) , clicking on the "Proxy Vote" button and
then following the on-screen instructions;

•     by post or by hand to Share Registrars Limited, 3 The Millennium
Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying
this notice; or

•     in the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedures set out in note 10
of the notice of General Meeting set out at the end of this Document.

 

In order for a proxy appointment to be valid the proxy must be received by
Share Registrars Limited by 10 a.m. on 29 August 2025.

 

On the day of the General Meeting

The meeting takes place at 10 a.m. on 2 September 2025. On the day of the
meeting, to join the meeting, type (or paste) the following web address into
your web browser:

https://meetings.lumiconnect.com/100-223-960-836
(https://meetings.lumiconnect.com/100-223-960-836)

You will be asked to enter your username and access code to gain access to the
meeting. These can be found on the top section of your proxy form. Please keep
a record of these codes before returning the proxy form.

When the meeting opens at the appointed time, you will be able to hear the
Chairman. The Chairman will open the meeting, will formally put the
Resolutions to the meeting and advise of the proxy votes received in advance.
There will then be a short opportunity, when the webcast text will be open for
Shareholders, to ask additional questions on the Resolutions and business of
the meeting only. The directors present at the meeting will then answer the
questions after the formal business of the meeting has been concluded.
Following these questions the meeting will formally close.

Resolutions at the General Meeting

The following notes give an explanation of the proposed Resolutions.
Resolution 1 is proposed as an ordinary resolution. This means for the
Resolution to be passed, more than half of the votes cast must be in favour of
the Resolution. Resolution 2 is proposed as a special resolution. This means
that for Resolution 2 to be passed, at least three quarters of the votes cast
must be in favour of the Resolution.

Resolution 1 - Directors' Authority to Allot Shares

This is an ordinary resolution to grant the Directors with authority to allot
and issue shares and grant rights to subscribe for shares in the Company for
the purposes of Section 551 of the Act up to the maximum aggregate nominal
amount of £18,249.13 (being 100% of the Company's issued share capital). This
Resolution replaces any existing authorities to issue shares in the Company
and the authority under this Resolution will expire at the conclusion of the
next annual general meeting of the Company to be held following publication of
the Company's ARA for the year ended 30 September 2025, or, if earlier, the
date falling 12 months after the date of the General Meeting.

 

Resolution 2 - Disapplication of Pre-emption Rights

Resolution 2 proposes to dis-apply the statutory rights of pre-emption in
respect of the allotment of equity securities for cash under Section 561(1) of
the Act. This is a special resolution authorising the Directors to issue
equity securities as continuing authority up to an aggregate nominal amount of
£18,249.13 (being 100% of the Company's issued share capital) for cash on a
non pre-emptive basis pursuant to the authority conferred by Resolution 1
above. The authority under this Resolution will expire at the conclusion of
the next annual general meeting of the Company to be held following
publication of the Company's ARA for the year ended 30 September 2025, or, if
earlier, the date falling 12 months after the date of the General Meeting.

The purpose of this General Meeting is to seek shareholder approval to allot
and issue shares with a view to future fundraising necessary to support the
Company's continued development of its hydrogen storage and hydrogen
production businesses in Dorset and Yorkshire, as well as for general working
capital across all assets. This additional funding will be required to enable
the Company to compile and submit an eligible and competitive application for
Hydrogen Storage Business Model Revenue Support ("HSBM") in the first
competitive HSBM allocation round now earmarked by the Government to commence
in H1 2026 (see the government's 23 July "Hydrogen Update to the Market: July
2025", page 20,
https://www.gov.uk/government/publications/hydrogen-update-to-the-market-july-2025
(https://www.gov.uk/government/publications/hydrogen-update-to-the-market-july-2025)
). Making an HSBM application is critical to the future success of the
Company's hydrogen storage projects.

Additional funding will also permit the Company to continue negotiations with
identified prospective strategic joint venture partners in the Company's
hydrogen projects. The Company will also seek further Letters of Support for
its HSBM application similar to those recently furnished by major energy and
UK hydrogen infrastructure players RWE, Sumitomo, SGN and the Solent Cluster.
The funding will also permit the Company to conclude Memoranda of
Understanding ("MOU") with hydrogen pipeline providers, identified hydrogen
offtakers and clean electrical power providers necessary for the operation of
the Company's hydrogen storage projects. Further, the funding will also enable
the Company to build upon its current MOUs with Portland Port covering the
import and production of green hydrogen from renewable energy.

It should be noted that the satisfactory passing of Resolutions 1 and 2 are
crucial to permit the Company to further advance its core hydrogen business.

The Directors therefore seek specific Shareholder approval for authority to
issue shares and dis-apply pre-emption rights in respect of those shares in
order that the Company can raise money for its working capital obligations.

The authority granted by Resolutions 1 and 2 will expire on the later of
either one calendar year from the date of this General Meeting or at the
Annual General Meeting following publication of the Company's ARA for the year
ended 30 September 2025.

Action to be taken by Shareholders

Shareholders will find enclosed with this letter a Form of Proxy for use at
the General Meeting. The Form of Proxy should be completed and returned in
accordance with the instructions printed on it so as to arrive with the
Registrar at Share Registrars Limited, 3 The Millennium Centre, Crosby Way,
Farnham, Surrey, GU9 7XX, United Kingdom as soon as possible and in any event
not later than 10 a.m. on 29 August 2025. Completion and the return of the
Form of Proxy will not prevent Shareholders from attending and voting at the
General Meeting should they so wish.

Alternatively, you can lodge your vote(s) for the meeting by visiting
www.shareregistrars.uk.com (http://www.shareregistrars.uk.com) , clicking on
the "Proxy Vote" button and then following the on-screen instructions.

Recommendation

The Directors unanimously believe that the Resolutions are in the best
interests of the Company and its Shareholders and unanimously recommend you
vote in favour of the Resolutions.

Yours faithfully

 

Nicholas Mardon Taylor

Non-Executive Chairman

 

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