TIDMMTA
RNS Number : 2284E
Matra Petroleum PLC
07 April 2014
Matra Petroleum Plc
("Matra" or "the Company")
Publication of Circular
Matra Petroleum Plc (AIM: Matra), the oil & gas focused
Investing Company, today announces that the Circular relating to
the proposed cancellation of the admission of the Company's
ordinary shares to trading on AIM in accordance with Rule 41 of the
AIM Rules for Companies ("AIM Rules") ("Cancellation") has been
published.
A full copy of the circular may be downloaded from the Company's
website at www.matrapetroleum.com
The expected timetable of events and Chairman's statement is
copied below
Circular Highlights:
Rationale
-- In order to complete the value accretive transaction and grow
the asset base in the US, the Board proposes to delist the Company
from AIM
-- The Board believes it is important the Company take full
control of the 27 oil and gas leases with net 2P reserves estimated
by the Competent Person to be 15 mmbbls of oil equivalent, to
maximise value for shareholders
Share Trading
-- The Company has set up an off market trading facility, to be
available from Delisting, administered by JP Jenkins ("JPJ") who
will, where possible, match trades in the Ordinary Shares between
willing buyers and willing sellers, acting as a central point for
negotiation between UK stockbrokers
-- The Board currently intends to seek to have the Company
listed again on a public market, potentially in the United States,
depending on the speed of execution of the Company's strategy and
market conditions
Corporate Governance
-- If Matra is delisted, the Company is committed to maintaining
a high standard of corporate governance including updates on
developments and operational progress
Enquiries:
Matra Petroleum plc c/o Bell Pottinger
Henry Lerwill 020 7861 3169
Canaccord Genuity Limited
Henry Fitzgerald-O'Connor 0207 523 8000
Neil Elliot
EXPECTED TIMETABLE OF EVENTS
2014
-----------------------
Notice provided to the London Stock Exchange to notify it of the
Delisting....................... 31 March
Publication date of the
Circular.................................................................... 7 April
Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting 11.00 a.m. on 21 April
Time and date of the Extraordinary General Meeting................................... 11.00 a.m. on 23 April
Expected time and date of Delisting...................................................... 7.00 a.m. on 1 May
Notes:
(1) Each of the times and dates in the above timetable is
subject to change. If any of the above times or dates should
change, the revised times and/or dates will, where the Directors
consider it appropriate, be notified to Shareholders by
announcement through a regulatory information service recognised by
the London Stock Exchange.
(2) The Delisting requires the approval of not less than 75 per
cent. of the votes cast by Shareholders at an Extraordinary General
Meeting.
LETTER FROM THE CHAIRMAN
Dear Shareholder,
Proposed cancellation of Ordinary Shares from trading on AIM
1 Introduction
On 1 April 2014 the Company announced it was proposing to seek
Shareholder consent to the Delisting (the "Delisting
Announcement").
An Extraordinary General Meeting has been convened for 11.00
a.m. on 23 April 2014, at which Shareholders will be asked to
consider and, if thought fit, to approve the Resolution in order to
implement the Delisting. Details of the Extraordinary General
Meeting are set out in the Notice of Extraordinary General Meeting
at the end of the Circular.
This letter sets out the background to and reasons for the
Delisting, additional information on the implications of the
Delisting for the Company and its Shareholders, and why the Board
believes the Delisting to be in the best interests of Shareholders
as a whole. Having disclosed their interests in the Company and
their intentions with regard to their individual holdings, the
Directors also unanimously recommend that the Shareholders vote in
favour of the Delisting.
2 The Delisting
Principal Reasons for the Delisting
On 31 October 2013, the Company announced that it had entered
into a transaction to make a series of investments into the US
onshore oil and gas sector.
Pursuant to, amongst other things, an omnibus agreement dated 31
October 2013 (the "Omnibus Agreement"), these investments have
initially been made through a series of transactions involving the
Company's wholly owned subsidiary, Matra Petroleum U.S.A, Inc
("Matra USA"), and the joint venture company PG--M International,
LLC ("PG--M JV") which is held as to 50 per cent. by Matra USA (the
"Transaction").
The first of the series of investments was Matra USA's
acquisition of a 50 per cent. interest in PG--M JV from PSOFEI, LLC
("PSOFEI") for US$1,500,000 cash.
PSOFEI is a holding company owned by Amiba Resources L.L.C.,
Galaga Resources LLC and Jenkins Oil & Gas LLC. PG--M JV was a
newly incorporated company created to hold various oil and gas
licences and initially held four leases.
On 22 January 2014 the Company announced the transfer of
additional oil and gas leases into PG--M JV by affiliates of
PSOFEI. The consideration for this transfer was the payment of cash
of US$2,258,880 from Matra USA to PSOFEI and the provision of
additional secured lending by Matra USA to PSOFEI of up to
US$5,350,000, with an initial advance of US$3,758,880 being made,
such lending being secured by PSOFEI's 50 per cent. interest in
PG--M JV.
During March 2014, PG--M JV purchased a further two cured
licences for an amount of US$354,000.
The Company has to this date funded PG--M JV's work programme
through secured lending to the joint venture company. Pursuant to a
joint operating agreement, Petrolia Group, LLC has to date been
appointed as operator to service the properties owned by PG--M JV,
and Matra USA and PSOFEI jointly agreed a work programme.
Pursuant to the Omnibus Agreement, Matra USA was granted the
Option to make the Acquisition by the Option Deadline. The
consideration for the Acquisition is the cancellation of the
outstanding debt due to Matra USA from PSOFEI which currently
stands at US$3,880,000. As at 1 April 2014, the Company had a
consolidated cash balance of approximately US$11,210,000.
Completion of the Acquisition would result in the Company
reverting from an Investing Company (as defined in the AIM Rules)
back to a trading company thereby triggering a reverse takeover
under the AIM Rules ("RTO") for which the approval of the Company's
shareholders and re--admission of the enlarged company to trading
on AIM ("Re--Admission") is required. Accordingly, the Company's
shares were suspended from trading on 31 October 2013 (for a
maximum of six months following which, the Company would be subject
to an automatic delisting) in order to effect the RTO after which
Re--Admission would take place. Since the suspension of the
Company's shares in October 2013 and in preparation for the RTO,
the Company has committed significant resources to a successful
outcome. In this time the Company commissioned the Competent
Person's Report, undertook extensive financial and legal due
diligence and prepared a draft admission document.
Following discussions between Canaccord and AIM Regulation over
recent weeks, it was determined that Rule 7 of the AIM Rules, which
requires the Company's Substantial Shareholders (as defined in the
AIM Rules) to agree not to dispose of or transfer any interest in
their securities for a period of one year from Re--Admission
("Lock--In Agreement"), would apply to Matra's RTO.
On 28 March 2014, following a request from the Company to the
Substantial Shareholders to enter into Lock--In Agreements, the
Company received notification from its two major shareholders,
Winpro Ventures Corporation (which is 50 per cent. beneficially
owned by each of Mr Barskiy and Alltech Capital Limited) and Tricon
Energy Finance Limited, that they were unwilling to enter into
Lock--In Agreements. As a consequence, the Company is unable to
meet the requirements of Rule 7 of the AIM Rules which would apply
on Re--Admission and is therefore unable to complete the RTO. This
rule would apply to any disposal in a public or private market,
save in the event of an intervening court order, death of a
shareholder or upon the acceptance of a takeover offer which is
open to all shareholders.
If the Company cannot complete the RTO, it will be unable to
complete the Acquisition as an AIM listed company.
Further to the Delisting Announcement, the Company announced
that it had entered into an amendment letter dated 30 March 2014,
the principal terms of which included an extension of the Option
Deadline to 2 May 2014. This extension will, subject to shareholder
approval, allow the Company to effect the Delisting following which
it will proceed to complete the Acquisition as an unlisted
company.
On completion of the Acquisition, the Company would have
acquired an aggregate of 27 leases (the "Existing Leases") for
aggregate consideration of US$10,700,000. Four of the Existing
Leases are subject to title defects as of 7 April 2014 and the
Company continues to work towards curing these title defects. A
copy of the Competent Person's Report (prepared in contemplation of
the exercise of the Option by Matra USA in the context of the RTO)
dated 5 March 2014 in respect of these Existing Leases, which sets
out the extent of the Proved and Probable Reserves and the value of
the Proved and Proved--plus--Probable Reserves is included as Part
II of the Circular.
Your Board believes that the Acquisition is an exciting and
transformational opportunity for the Company. Not only would the
proposals allow the Company to take full control of 27 oil and gas
leases with 2P net reserves estimated by the Competent Person to be
15 mmbbls of oil equivalent, but it also represents the
establishment of a core asset base from which the Board believes
that the Company can potentially build a leading medium--sized
independent oil and gas company focused on the conventional US
onshore market.
The Company believes that the US conventional onshore oil and
gas market represents a compelling investment opportunity as it
offers access to low risk production at attractive valuations in a
stable fiscal and legal regime. The Directors consider that the
Company's management team is experienced in extracting economic
value from mature and depleted fields primarily through using
modern low cost drilling and redevelopment techniques.
Additional Reasons for the Delisting
Having carefully considered the specific near term growth
strategy of the Company, and the regulatory requirements that would
govern the execution of that strategy, the Board has concluded that
the best option is for the Company to seek to cancel its admission
to AIM and to continue its strategy to create a medium--sized
exploration and production business outside the public market, at
least in the short term.
The Company has been seeking to grow its portfolio of oil and
gas assets and, through the Acquisition, will have acquired
recoverable reserves with significant development and exploration
potential. The Company has plans to enhance the value of such
reserves through intensive drilling and investment programmes, by
the consolidation of its other assets and by the near term
completion of further material acquisitions. The Board is of the
view that the necessary speed of execution of this particular
strategy, which it believes to be in the overwhelming interests of
all shareholders, may be constrained by the regulatory requirements
of the public markets.
Following a Delisting and the Company executing its growth
strategy, the Board currently intends to seek to have the Company
listed again on a public market, potentially in the United States.
However, the timing of such a re--listing will depend on the speed
of execution of the Company's strategy and market conditions at the
time and there can be no assurance that this will take place within
a specified time--frame or that it will happen at all.
Suspension
The Company has investigated any means under which trading in
the Ordinary Shares could recommence prior to the Delisting become
effective. Following discussions between Canaccord and AIM
Regulation over recent weeks, it has been confirmed that, whilst
the Company does not intend to proceed with the RTO if the
Delisting is not approved, a transaction that would constitute an
RTO is still technically in contemplation and, until such time as
an admission document is published or it is confirmed that the
Company is no longer going to proceed with the Acquisition, under
AIM Rule 14 the Ordinary Shares must remain suspended from trading
on AIM. This means that, in the event that Shareholders vote in
favour of the Delisting and the Company continues to work towards
executing the Acquisition, it is likely that the Company's Ordinary
Shares will remain suspended from trading on AIM up to
Delisting.
Effect of Delisting
The principal effects of the Delisting would be that:
(a) Shareholders will not, during the period that the Company
remains delisted, be able to buy and sell shares in the Company
through a public stock market. During such period, trading in the
Company's shares will only be possible through matched bargain
trading facilities that the Company will establish from Delisting
(see below for further details of such matched bargain trading
facilities).
(b) the Company would not be bound to announce to the market
material events, administrative changes or material transactions,
nor to announce interim or final results; and
(c) the Company would no longer be subject to the AIM Rules;
Shareholders would no longer be required to vote on certain matters
as provided in the AIM Rules; and the Company would no longer be
subject to the provisions of the Disclosure and Transparency Rules
relating to the disclosure of changes in significant shareholdings
in the Company.
If Delisting becomes effective, the Company will cease to retain
a nominated adviser.
Corporate governance following the Delisting
Although the way in which the Company would communicate with
Shareholders would be altered by the Delisting, the Board
nevertheless intends, if Matra becomes an unlisted company, to
maintain a broadly comparable standard of corporate governance and
compliance as has previously existed, including by retaining the
same number of independent directors.
Following Delisting, the Directors:
(a) will hold an Annual General Meeting and, when required,
other general meetings, in accordance with the applicable statutory
requirements and the Articles;
(b) will make available to all Shareholders an audited annual
report and unaudited half--yearly financial reports, each prepared
in accordance with IFRS standards; and
(c) intend to maintain an "Investors" section on the Company's
website at www.matrapetroleum.com providing information on any
significant events, developments or operational updates in which
Shareholders may be interested.
The Code and the Companies Act currently apply to the Company
and will continue to apply to the Company notwithstanding the
Delisting. The Code is issued and administered by the Takeover
Panel. The Code and the Takeover Panel operate to ensure that
shareholders are treated fairly in the event of a takeover are not
denied an opportunity to decide on the merits of a takeover and
that shareholders of the same class are afforded equivalent
treatment by any offeror. The Code also provides an orderly
framework within which takeovers are conducted.
The Board believes that its continued approach to all
Shareholders will serve to underpin good governance at the Company
in the future.
Trading of Ordinary Shares
The Company has set up an off market trading facility, to be
available from Delisting, administered by JP Jenkins ("JPJ") who
will, where possible, match trades in the Ordinary Shares between
willing buyers and willing sellers, acting as a central point for
negotiation between UK stockbrokers. JPJ states that it is the
oldest and largest exchange platform for unlisted companies.
However, Shareholders should be aware that the matched trade
service will not offer the same liquidity as AIM as such service is
not an investment exchange, nor a public market, nor is it
recognised or designated by the Financial Conduct Authority or any
other regulatory authority anywhere in the world. Transactions
effected by JPJ will be conducted "off--exchange".
Further details will be available after the Delisting on the
Company's website www.matrapetroleum.com.
If Shareholders do not approve the Resolution
If the Resolution is not approved by the Shareholders at the
Extraordinary General Meeting, the Company will remain listed as an
Investing Company and therefore subject to the AIM Rules. In
addition, as the Option will lapse on 2 May 2014, the Company will
be unable to complete the Acquisition without securing a further
extension to the Option Deadline and completing an RTO or otherwise
restructuring the proposed Acquisition. The Company will only be
able to continue to own 50 per cent. of PG--M JV and PG--M JV will
continue to own the Existing Leases.
Shareholders should be aware that the Company's Nominated
Adviser, Canaccord, has served notice under the terms of its
engagement letter. As a result, in the event that Shareholders do
not approve the Resolution the Company will have until 2 July 2014
to appoint a new Nominated Adviser or its shares will be suspended
from trading until such time as a new Nominated Adviser is
appointed.
Operational/Trading Update
PG--M JV
As at the Last Practicable Date, PG--M JV had worked over 55
wells across the Existing Leases, all of which are producing. As at
the Last Practicable Date, PG--M JV had no material revenue.
The Company
Following the Disposal in June 2013 the Company become an
Investing Company with a cash balance of US$25,000,000 and had a
contingent receivable of US$10,000,000 (the "Deferred
Consideration") due from Taldom Trading Limited in respect of the
Disposal.
On 1 April 2014 the Company became entitled to a deferred
consideration of US$10 million in relation to the disposal of
Arkhangelovskoye Licence. The consideration was conditional upon
not providing a report about negative drilling results to the
Company by the buyer by 1 April 2014. On 1 April 2014 such report
hasn't been provided to the Company and then the consideration
became payable.
As at the Last Practicable Date the Company had spent
US$3,880,000 on investments into PG--M JV for the acquisition of
the Existing Leases and loaned PG--M JV US$3,438,000 to fund the
work programme.
US$3,880,000 million has been lent to PSOFEI which as part of
the consideration for the Acquisition will be cancelled.
As at 1 April 2014, the Company had a consolidated cash balance
of approximately US$11,210,000. The figure of US$11,210,000 does
not include amounts receivable under the Deferred
Consideration.
Save for the revenue generated from within PG--M JV, the Company
has not recorded any revenue since the Disposal.
If the Delisting and Acquisition occur, the business of the
Company following completion of the Acquisition will be focused on
delivery of a work programme designed to increase production across
the Existing Leases. The Company will also continue to assess
further acquisition opportunities which are likely to also require
the raising of further finance. The Company will continue to expand
its operational team as necessary to support that anticipated
future growth of the business.
Extract from the Competent Person's Report
Whilst the following information has been extracted from the
Executive Summary of the Competent Person's Report (which was
prepared on the basis of Matra completing the Acquisition and can
be found in Part II of the Circular), Shareholders should read the
Competent Person's Report in its entirety.
Leases
The Existing Leases are currently held by the PG--M JV, in which
Matra currently has a 50 per cent. interest. The table below,
extracted from the CPR, has contemplated the Company being delisted
and the Acquisition successfully completing.
Working Lease Existing November 2013 Lease Area
Lease Interest (%) Holder County Wells Oil--bbl/Gas--Mcf (acres)
---------------------------------- -------------- -------- ----------- --------- ------------------- -----------
Burnett.........................
............. 50.00 Matra Carson 17 4/0 679
Burnett
RD..............................
. 91.25 Matra Carson 4 6/162 160
Burnett S.B.
RD....................... 91.25 Matra Carson 1 0/512 160
Burnett S.B.
23......................... 91.25 Matra Carson 3 2/178 320
Burk............................
............... 91.25 Matra Carson 1 1/0 160
Chain
C...............................
...... 91.25 Matra Hutchinson 7 1/31 320
Christian.......................
............ 91.25 Matra Hutchinson 4 1/0 309
Couts...........................
............. 91.25 Matra Carson 3 1/0 20
Estate..........................
.............. 91.25 Matra Carson 5 2/0 320
Helms...........................
............. 91.25 Matra Carson 5 18/429 40
Hodges,
J.T.............................
. 91.25 Matra Hutchinson 1 0/173 320
Jaten E &
F............................... 91.25 Matra Hutchinson 3 4/0 600
Karcat..........................
............. 91.25 Matra Carson 7 1/0 160
Luginbyhl.......................
.......... 91.25 Matra Hutchinson 29 10/0 140
Lyall...........................
............... 91.25 Matra Hutchinson 33 128/2,009 480
PEI
Hedgecoke.......................
. 91.25 Matra Hutchinson 12 20/46 160
PEI
Spool...........................
....... 91.25 Matra Hutchinson 9 5 320
Powell
C...............................
..... 91.25 Matra Moore 5 12/526 320
Sanford.........................
............ 91.25 Matra Carson 21 44/1,449 500
Sanford
1004............................ 91.25 Matra Carson 1 0/612 536
Sharon..........................
............ 91.25 Matra Carson 4 4/0 80
Skelly--Merchant................
...... 91.25 Matra Hutchinson 11 12/29 160
Skidmore........................
........... 50.00 Matra Gray 10 0/0 100
Notes:
(1) All leases are held by production, set to expire following
the cessation of production.
(2) The above table does not include the four leases of the
Existing Leases which are subject to title defects as of 7 April
2014. The Company continues to work towards curing these title
defects.
Reserves
Reserves presented below and in the CPR are those quantities
estimated using the DeGolyer and McNaughton Base Price Case (as
defined in the CPR contained in Part II of the Circular). Estimates
of proved and probable oil and gas reserves, as of January 1, 2014,
attributable to net interests to be owned by Matra following
Delisting and successful completion of the Acquisition are set out
below:
Gross Reserves Net Reserves
------------------------------- -------------------------------
Oil and Oil and
Condensate Wet Gas TOTAL Condensate Wet Gas TOTAL
------------ -------- ------- ------------ -------- -------
(Mbbl) (MMcf) (MBOE) (Mbbl) (MMcf) (MBOE)
Proved
Developed
Producing................................. 96 1,236 302 37 502 121
Developed Nonproducing......................... 866 15,901 3,516 614 11,656 2,556
Undeveloped.......................................
......... 1,782 49,701 10,066 1,227 34,874 7,040
------------ -------- ------- ------------ -------- -------
Total Proved
(1P)........................................ 2,744 66,838 13,884 1,878 47,031 9,717
============ ======== ======= ============ ======== =======
Probable..........................................
.............. 1,800 37,938 8,122 1,194 25,051 5,369
------------ -------- ------- ------------ -------- -------
Proved plus Probable (2P)......................... 4,543 104,775 22,006 3,072 72,082 15,086
------------ -------- ------- ------------ -------- -------
Note: The above table does not include the four leases of the
Existing Leases which are subject to title defects as of 7 April
2014. The Company continues to work towards curing these title
defects.
Estimates of future net revenue and present value to be derived
from the proved and proved--plus--probable reserves, as of January
1, 2014, of the properties evaluated in the CPR and on the basis of
Delisting and successful completion of the Acquisition are set out
below. Present values are reported in detail using a discount rate
of 10 per cent. and values using discount rates of 8, 15, and 20
per cent. are reported as totals. Details of the pricing and cost
assumptions are contained under the Valuation of Reserves heading
of the CPR. Values are expressed in thousands of U.S. dollars:
Valuation of Reserves Summary-Base Price Case
------------------------------------------------
Future Net Revenue and Present Value
------------------------------------------------
Proved Plus
Proved Probable
(10(3) U.S.$) (10(3) U.S.$)
----------------------- -----------------------
Future Net
Revenue...........................................................
................................................ 479,150 827,550
Present Value at 8
Percent...........................................................
..................................... 233,357 387,013
Present Value at 10
Percent...........................................................
................................... 202,486 335,094
Present Value at 15
Percent...........................................................
................................... 148,060 245,350
Present Value at 20
Percent...........................................................
................................... 113,023 188,655
Notes:
(1) Values for probable reserves have not been risk adjusted to
make them comparable to values for proved reserves.
(2) The above table does not include the four leases of the
Existing Leases which are subject to title defects as of 7 April
2014. The Company continues to work towards curing these title
defects.
Accounts
The accounts of the Company for the year ending 31 December 2013
are incorporated by reference into the Circular. These accounts are
available on the Company's website from the date of the
Circular.
CREST
The Ordinary Shares will remain eligible for settlement in
CREST. Accordingly, Shareholders will continue to be able to hold
their Ordinary Shares in CREST after Delisting.
Taxation
The Delisting may have taxation consequences for Shareholders.
Shareholders who are in any doubt about their tax position should
consult their own professional independent tax adviser.
Summary
The Board has accordingly concluded that it is in the best
interests of Shareholders as a whole that the Delisting be
approved.
Under the AIM Rules, the Delisting may be effected by the
Company after securing a resolution of Shareholders in an
Extraordinary General Meeting whereby at least 75 per cent. of
votes cast are in favour of such a resolution, and the expiration
of a period of twenty clear Business Days from the date on which
notice of the Delisting is given. In addition, a period of at least
five clear Business Days following the Shareholder approval of the
Delisting is required before the Delisting may be put into
effect.
The Resolution seeks Shareholder approval for the Delisting.
Assuming that Shareholders approve the Resolution, it is proposed
that the Delisting would take place at 7.00 a.m. on 1 May 2014.
3 Shareholders' Meeting
Set out at the end of the Circular is a notice convening the
Extraordinary General Meeting of the Company which is expected to
be held at the offices of BDO Stoy Hayward LLP, 55 Baker Street,
London W1U 7EU at 11.00 a.m. (London time) on 23 April 2014. At
this Extraordinary General Meeting, the Resolution will be
proposed.
4 Action to be taken
A Form of Proxy for use at the Extraordinary General Meeting
accompanies the Circular. The Form of Proxy should be completed and
signed in accordance with the instructions thereon and returned to
the Company's registrars, Computershare Investor Services plc, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible,
but in any event so as to be received by no later than 11.00 a.m.
on 21 April 2014. The completion and return of a Form of Proxy will
not preclude a Shareholder from attending the Extraordinary General
Meeting and voting in person should he or she so wish.
5 Recommendation
The Board considers that the Resolution is fair and reasonable
and in the best interests of Shareholders and the Company as a
whole.
The Board therefore unanimously recommends that Shareholders
vote in favour of the Resolution as the Directors either intend to
do in respect of their own shareholdings of 555,555 Ordinary
Shares, or, intend to use reasonable endeavours to procure votes
are cast in favour in respect of 287,500,000 Ordinary Shares in
which the Directors have a beneficial interest, together
representing approximately 14.88 per cent. of the Company's issued
share capital.
Yours faithfully
James William Guest
Non--Executive Chairman
DEFINITIONS
"Acquisition"................................ the acquisition of the 50 per cent. of PG--M JV that
Matra does not already own from PSOFEI
"AIM"............................................. a market of that name operated by the London Stock
Exchange
"AIM Rules"................................. the AIM rules for companies published by the London Stock
Exchange governing admission to,
and the operation of, AIM
"Arkhangelovskoe Licence"..... licence for the production of hydrocarbons in the
Sokolovskoe field in the Orenburg region
of Russia
"Articles"...................................... the articles of association of the Company in existence
as at the date of this announcement
"Board" or "Directors".............. the board of directors of the Company
"Business Day"............................ a day (other than a day which is a Saturday, Sunday or
public holiday in England and Wales)
on which banks are generally open for business in London
for the transaction of normal banking
business
"Canaccord".................................. Canaccord Genuity Limited, the Company's nominated
adviser and broker, a member of the London
Stock Exchange and authorised and regulated by the
Financial Conduct Authority
"Circular" The circular to be sent to shareholders relating to the
Delisting
"certificated" or "in certificated an Ordinary Share for which a share certificate has been
form"..................... issued
"Code" or "Takeover Code"...... the City Code on Takeovers and Mergers
"Companies Act".......................... the Companies Act 2006 of the United Kingdom, as amended
"Company" or "Matra"............... Matra Petroleum plc
"Competent Person".................... DeGolyer and McNaughton
"Competent Person's Report"... the report prepared by the Competent Person set out in
Part II of the Circular
"CREST"....................................... the computer based system for the transfer of
uncertificated securities operated by Euroclear
"Delisting".................................... the cancellation of admission to trading on AIM of the
Ordinary Shares
"Disposal"..................................... the disposal by the Company of its subsidiary which held
the Arkhangelovskoe Licence
"Euroclear"................................... Euroclear UK and Ireland Limited
"Existing Leases"........................ the 27 leases in which Matra USA will have an interest
following completion of the Acquisition,
as further set out in the Competent Person's Report
"Extraordinary General the Extraordinary General Meeting of Matra convened for
Meeting".................................... 11.00 a.m. (London time) on 23 April
2014 and any adjournment thereof
"Form of Proxy"........................... the form of proxy which accompanies the Circular, for use
at the Extraordinary General Meeting
"Last Practicable Date".............. Friday 4 April 2014
"London Stock Exchange".......... London Stock Exchange plc
"Matra USA"................................. has the meaning given to it in Paragraph 2 of Part I of
the Circular
"Notice of Extraordinary General the notice of Extraordinary General Meeting set out at
Meeting".................... Part IV the Circular
"Option"......................................... the option to make the Acquisition
"Option Deadline"........................ the deadline for the exercise of the Option being
originally 26 April 2014, as extended to
2 May 2014
"Ordinary Shares"...................... the ordinary shares of GBP0.01 each in the capital of
Matra
"PG--M JV".................... has the meaning given to it in Paragraph 2 of Part I of
the Circular
"PSOFEI"...................................... has the meaning given to it in Paragraph 2 of Part I of
the Circular
"Resolution"................................. the resolution to be proposed at the Extraordinary
General Meeting as set out in the Notice
of Extraordinary General Meeting
"Shareholders"............................ holders of Ordinary Shares from time to time
"Takeover Panel"......................... the Panel on Takeovers and Mergers
"US", "USA" or "United States".......................... the United States of America, each state thereof
(including the District of Columbia); its
territories, possessions and all areas subject to its
jurisdiction
GLOSSARY OF TECHNICAL TERMS
bcf..................................................... billion standard cubic feet
boepd................................................. barrels of oil equivalent per day
Field.................................................. an area consisting of either a single reservoir or
multiple reservoirs, al groped on or related
to the same individual geological structure feature and/or
stratigraphic condition
Hydrocarbons................................. compounds formed primarily from the elements hydrogen and
carbon and existing in solid, liquid
or gaseous forms
mmbbls............................................. millions of barrels
NGLs................................................ natural gas liquids
Possible Reserves.......................... those additional reserves which analysis of geoscience and
engineering data suggest are less
likely to be recoverable than Probable Reserves. The total
quantities ultimately recovered
from the project have a low probability to exceed the sum
of Proved plus Probable plus Possible
Reserves (3P), which is equivalent to the high estimate
scenario. In this context, when probabilistic
methods are used, there should be at least a 10--percent
probability that the actual quantities
recovered will equal or exceed the 3P estimate
Probable Reserves......................... those additional Reserves which analysis of geoscience and
engineering data indicate are less
likely to be recovered than Proved Reserves but more
certain to be recovered than Possible
Reserves. It is equally likely that actual remaining
quantities recovered will be greater
than or less than the sum of the estimated Proved plus
Probable Reserves (2P). In this context,
when probabilistic methods are used, there should be at
least a 50--percent probability that
the actual quantities recovered will equal or exceed the
2P estimate
Proved Reserves............................. those quantities of petroleum which, by analysis of
geoscience and engineering data, can be
estimated with reasonable certainty to be commercially
recoverable, from a given date forward,
from known reservoirs and under defined economic
conditions, operating methods, and government
regulations. If deterministic methods are used, the term
reasonable certainty is intended
to express a high degree of confidence that the quantities
will be recovered. If probabilistic
methods are used, there should be at least a 90--percent
probability that the quantities actually
recovered will equal or exceed the estimate
Reserves.......................................... those quantities of petroleum anticipated to be
commercially recoverable by application of
development projects to known accumulations from a given
date forward under defined conditions.
Reserves must further satisfy four criteria: they must be
discovered, recoverable, commercial
and remaining (as of the evaluation date) based on the
development project(s) applied. Reserves
are further categorized in accordance with the level of
certainty associated with the estimates
and may be sub--classified based on project maturity
and/or characterized by development and
production status
Reservoir......................................... deposits of naturally occurring hydrocarbons which, if
recoverable, include those volumes
of hydrocarbons either yet to be found or if found the
development of which depends upon a
number of factors being resolved
Royalty............................................. funds payable to the lessor from the production of oil or
gas, free of costs, except taxes
Sales gas......................................... the deliverable quantity of separator gas available for
sales after deductions for fuel usage
and shrinkage
2P Reserves.................................... Proved Reserves plus Probable Reserves
3P Reserves.................................... Proved Reserves plus Probable Reserves plus Possible
Reserves
This information is provided by RNS
The company news service from the London Stock Exchange
END
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