UK Oil & Gas PLC (London AIM: UKOG), announces that, in relation to the £5.5 million financing announced on 7 August 2019 (“Loan”), it has received a notice from Riverfort Global Opportunities PCC Limited and YA II PN Ltd (“Investors”) to convert £400,000 of the Loan into UKOG shares. After today’s conversion, the Loan’s balance has reduced to £4.5 million.
The Company has today allotted 37,362,227 new ordinary shares to the Investors (“Investor Shares”). The Investor Shares will rank pari passu in all respects with the existing ordinary shares. It is anticipated that the Investor Shares will be admitted to trading on AIM on or around 3 October 2019 (“Admission”).
Following Admission of the Investor Shares, the Company’s issued share capital will comprise 6,457,567,170 ordinary shares. As the Company does not hold any shares in treasury, this figure of ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.
The Loan terms are summarised as follows:
· £5.5 million advanced to the Company on 16 August 2019.
· The Loan has 0% interest and is payable at the term end of 16 August 2021.
· For the avoidance of doubt, no repayment in cash is due or can be called upon by the Investors until the term end of 16 August 2021.
· Prior to the term end, the Investors can convert tranches of the Loan into UKOG shares thereby reducing the Loan’s balance.
· Each conversion notice cannot be less than £150,000, with an aggregate limit of £3 million per 3 month period, commencing from 16 August 2019, unless otherwise agreed by the Company.
· The conversion price is the lower of either a share price of 130% of the Company’s average VWAP prior to the Loan drawdown (‘Fixed Conversion Price’), or 90% of the Company’s lowest VWAP during the five days prior to the conversion date.
· The Company can elect to repay in cash all or part of the Loan prior to term end.
· The Loan also includes a provision which prevents the Investors, or any of their affiliates, from holding any net short position with respect to UKOG’s equity and, with full disclosure to UKOG, restricts the Investors’ trades, on any given day, to no more than 15% of the number of UKOG shares traded that day.
· A further advance of up to £4.5 million on the same terms is available to the company dependent on the operational performance of HH-2z well.
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