Schedule 1 – UK Oil & Gas Plc (AIM:UKOG)

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES (“AIM RULES”)

COMPANY NAME:

 

UK Oil & Gas Investments PLC (to be renamed UK Oil & Gas PLC on admission)

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

8th Floor, Broadgate Tower, 20 Primrose Street, London, EC2A 2EW, United Kingdom

 

COUNTRY OF INCORPORATION:

 

United Kingdom

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

http://www.ukogplc.com/

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

The Company is admitted to trading on AIM and has a portfolio of direct and indirect investments in 8 UK onshore exploration, appraisal, development and production assets. These assets cover 928 sq km in the Weald and Purbeck-Wight basins of Southern England. The Company is generating investment cash from its interest in producing oil field in the region: Horndean, as well as having an interest in the development of its flagship investments in the Broadford Bridge and Horse Hill projects. UKOG is also looking at the advancement of its interests in Markwells Wood, Holmwood and the Arreton onshore Isle of Wight licence areas.

 

UKOG is classified as an Investing Company under the AIM Rules and is therefore subject to the procedures within the Note for Investing Companies subsection of the AIM Rules. The Company is seeking to admit its shares to AIM as an Operating Company upon approval from a shareholder vote following publication of an Admission Document.

 

Following approval for and the change of status to an operating company, the Company would be allowed to take direct controlling interests in oil and gas assets and become the operator of such assets. Upon Admission as an operating company, the AIM note for investing companies will no longer apply to UKOG.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFEROF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

Admission of 5,207,240,526 ordinary shares to AIM as an operating company.

 

There are no shares held in treasury.

 

There are no restrictions on the transfer of ordinary securities.

 

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

No capital will be raised on admission.

 

Anticipated market capitalisation is expected to be approximately £120,000,000 on admission.

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

11.93% of AIM securities are currently not in public hands.

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 

None.

 

FULL NAMES AND FUNCTIONS OF DIRECTORSAND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Allen Howard – Non-Executive Chairman (on admission)

 

 

Stephen Sanderson – CEO (on admission)

 

 

Kiran Mozaria – Finance Director

 

 

Nicholas Mardon-Taylor – Non-Executive Director (on admission)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Shareholder

% Shareholding

HARGREAVES LANSDOWN (NOMINEES) LIMITED

11.83%

INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED

9.55%

BARCLAYS DIRECT INVESTING NOMINEES LIMITED

8.64%

HARGREAVES LANSDOWN (NOMINEES) LIMITED

7.14%

INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED

6.71%

HARGREAVES LANSDOWN (NOMINEES) LIMITED

6.09%

HSDL NOMINEES LIMITED

5.70%

HSDL NOMINEES LIMITED

5.69%

HSBC CLIENT HOLDINGS NOMINEE (UK) LIMITED

4.08%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

N/A

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

i)          30 September

ii)         30 September 2017 and 31 March 2018

iii)         30 September  2018, 31 March 2019, 30 September 2019

 

EXPECTED ADMISSION DATE:

 

Late July

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

WH Ireland Limited

24 Martin Lane

London

EC4R 0DR

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Joint Brokers:

 

WH Ireland Limited

24 Martin Lane

London

EC4R 0DR

United Kingdom

 

and

 

Cenkos Securities plc

6 7 8 Tokenhouse Yard

London

EC2R 7AS

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

The Admission Document containing full details about the Company and the admission of its securities will be available at:

 

Website: http://www.ukogplc.com/index.php

 

The Company’s registered office: 8th Floor, Broadgate Tower, 20 Primrose Street, London, EC2A 2EW, United Kingdom

 

The NOMAD’s office: WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR, United Kingdom

 

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

Quoted Companies Alliance Corporate Governance Code

 

DATE OF NOTIFICATION:

 

12th July 2018

 

NEW/ UPDATE:

 

New

 

 


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