30 November 2012 Adriatic Oil Plc ("Adriatic" or the "Company") Notice of General Meeting The Directors of the Company announce that a general meeting of the Company (the "GM") will be held at 11.15 a.m. on 18 December 2012 at No.1 Grosvenor Crescent, London SW1X 7EF. A notice convening the GM, forming part of a circular (the "Circular") and form of proxy (collectively the "Circular Documents") have today been posted to shareholders. INTRODUCTION At the general meeting held on 15 February 2012, the Board of Directors (the "Board") was authorised to allot up to 180,107,500 Ordinary Shares. Since then, 163,107,500 Ordinary Shares have been issued in connection with the acquisition of the entire share capital of Pelagian Oil Limited and three cash placings to raise additional working capital. Warrants to subscribe for up to 15,440,000 Ordinary Shares remain outstanding. The Board anticipates that further issues of Ordinary Shares may be required in the future in excess of current authorities to allot Ordinary Shares, as described under "Current Trading" and "Proposed Allotments" below. Accordingly, the Directors are proposing to seek Shareholders' approval to increase the general authorities to allot Ordinary Shares, and consider that it would be prudent to create additional headroom for allotments of shares that may be proposed in the future. The various capital commitments which the Company is likely to enter into in the Celtic Sea, in the Atlantic Margin offshore western Ireland, in adjoining waters and in the Adriatic necessitate an increase of the general authorities of the Board to allot Ordinary Shares. CURRENT TRADING AND PROPOSED ALLOTMENTS Ireland - North Celtic Sea Basin In November 2012 Adriatic was awarded Licensing Option 12/5 in the North Celtic Sea by the Petroleum Affairs Division of the Irish Department of Communications, Energy and Natural Resources to a joint venture group comprising Adriatic acting as operator, Carob Limited and Petro-Celtex Consultancy Limited. The Licensing Option area is located in the North Celtic Sea Basin east of and on trend with the Kinsale Gas Field and the undeveloped Barryroe Oil Field. Adriatic (and its joint venture partners) immediately farmed-out part of the Licensing Option to Fastnet Oil & Gas Plc, subject to ministerial approval. The Licensing Option includes part-Blocks 49/18, 49/19, 49/20, 49/23, 49/24 and 49/ 25 in the North Celtic Sea covering an area of 881 sq. km. The Licensing Option commences on 1 December 2012 and is for a term of 18 months until 31 May 2014. It can be extended by a further 18 months subject to a satisfactory work programme being agreed with the Petroleum Affairs Division. A condition of the Licensing Option is that a detailed specified work programme is to be carried out. The main elements of the proposed work programme include reprocessing of 600 km. of 2D seismic data; analysis of the data for the drill stem tests carried out in the Basal Wealden and Purbeck reservoir sequences and a regional analysis of the working petroleum systems encountered in the 49/19-1 well - Middle Jurassic, Upper Jurassic, Basal Wealden and Upper Wealden. Well 49/19-1 was drilled by Marathon Oil Corporation and Enterprise Oil in 1984 and was not fully tested due to operational issues and poor gas economics as the Kinsale gas field satisfied the Irish domestic market and no gas interconnector existed to the UK at the time. The results of the entire work programme are to be incorporated in a comprehensive assessment of the petroleum potential of the Licensing Option area, which is required to be submitted to the Petroleum Affairs Division, alongside other reports, by 28 February 2014. Furthermore under the terms of the farm-out agreement, Fastnet must finance the acquisition and processing of 200 km² of new 3D seismic over the area. Fastnet will operate the Licensing Option on behalf of its partners Adriatic, Carob Limited and Petro-Celtex Consultancy Limited. Ireland - Atlantic Margin Adriatic owns a 0.6% Net Profit Bonus in North Porcupine Basin Licence 1/04 comprising part-Blocks 26/27, 26/28, 35/2 and 35/3. The operator of the licence, San Leon Energy Plc, has announced that it is looking for farm-in partners for this licence. Albania Adriatic is continuing its negotiations regarding various offshore exploration licences in Albania, in particular North Rodoni. The negotiations have been delayed due to the privatisation of the former state-owned oil company Albpetrol and to a change of management at the National Agency of Natural Resources of the Republic of Albania. Adriatic is working on other projects and expects to make further announcements in due course. PROPOSED ALLOTMENTS Being an oil and gas exploration company, Adriatic needs to increase its exploration acreage in areas which offer high prospectivity, either through licence applications or farm-ins. Where possible, the Company will try to remunerate its various consultants and advisers via the issue of Ordinary Shares and the grant of warrants to subscribe for Ordinary Shares, in lieu of cash fees. If the Company's licence applications and offers for farm-ins are successful, it will also in the future need to raise funding to implement certain work programmes in the relevant areas, and to provide additional working capital. Funds may potentially be raised through the issue of Ordinary Shares, and accordingly the Directors are proposing that they be generally authorised to allot up to 310,000,000 Ordinary Shares for cash to allow for such potential fundraising as well as for the issues of shares and to allow headroom for the potential exercise of the warrants referred to above. WARRANTS The Company has granted warrants which can be exercised for a total of 15,440,000 Ordinary Shares. RECOMMENDATION Your Directors consider Resolutions 1 and 2 to be proposed at the GM to be in the best interests of the Company and its Shareholders as a whole and accordingly your Directors unanimously recommend that Shareholders vote in favour of Resolutions 1 and 2 set out below and in the notice of GM, as they intend to do in respect of their own beneficial holdings which amount to 98,163,411 Ordinary Shares (representing 33.65 per cent. of the existing issued ordinary share capital of the Company). GM RESOLUTIONS The GM has been called for the purpose of considering and, if thought fit, passing the following resolutions, which will be proposed as to resolution 1 as an ordinary resolution, and as to resolution 2 as a special resolution: 1 THAT, in substitution for any existing and unexercised authorities, the directors be authorised generally and unconditionally pursuant to Section 551 of the Companies Act 2006 as amended to exercise all the powers of the Company to allot shares and/or rights to subscribe for or to convert any security into shares, provided that the authority conferred by this resolution shall be limited to the allotment of shares and/or rights to subscribe or convert any security into shares of the Company up to an aggregate nominal amount of £ 1,550,000 such authority (unless previously revoked, varied or renewed) to expire on the conclusion of the Annual General Meeting of the Company to be held in 2014 or on 31 March 2014, whichever is earlier, provided that the Company may, before such expiry, make an offer, agreement or other arrangement which would or might require shares and/or rights to subscribe for or to convert any security into shares to be allotted after such expiry and the directors may allot such shares and/or rights to subscribe for or to convert any security into shares in pursuance of such offer, agreement or other arrangement as if the authority conferred hereby had not expired. 2 THAT, subject to resolution 1 above being duly passed, in substitution for any existing and unexercised authorities, the directors be and are hereby generally empowered to allot equity securities (within the meaning of Section 560 of the Companies Act 2006) for cash pursuant to the authority conferred by resolution 1 above or by way of sale of treasury shares as if Section 561 of the Companies Act 2006 or any pre-emption provisions contained in the Company's articles of association did not apply to any such allotment, provided that the power conferred by this resolution shall be limited to (i) any allotment of equity securities where such securities have been offered (whether by way of rights issue, open offer or otherwise) to holders of equity securities in proportion (as nearly as may be practicable) to their then holdings of such securities, but subject to the directors having the right to make such exclusions or other arrangements in connection with such offer as they deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising in, or pursuant to, the laws of any territory or the requirements of any regulatory body or stock exchange in any territory or otherwise howsoever; (ii) the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal value of £1,550,000, such authority and power (unless previously revoked, varied or renewed) to expire on the earlier to occur of 31 March 2014 or the conclusion of the Annual General Meeting of the Company to be held in 2014, provided that the Company may prior to such expiry make any offer, agreement or other arrangement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities pursuant to any such offer, agreement or other arrangement as if the power hereby conferred had not expired. Under resolutions 1 and 2 it is proposed to give the Directors authority to allot relevant securities up to an aggregate nominal amount of £1,550,000 (310,000,000 Ordinary Shares of 0.5p) for cash, representing approximately 106 per cent. of the existing issued share capital. This will allow for the Proposed Allotments and other share issues in the period until the annual general meeting to be held in 2014, when such authorities will be renewed. DEFINITIONS The following definitions apply throughout this announcement, unless the context otherwise requires: "BCF" billion cubic feet "Board" or "Directors" the board of directors of the Company "CA 2006" the Companies Act 2006, as amended "Company" or "Adriatic" Adriatic Oil plc "Fastnet" Fastnet Oil & Gas plc "GM" the general meeting of the Company to be held on 18 December 2012 "mmbbls" million barrels "Ordinary Shares" ordinary shares of 0.5p each in the capital of the Company "ISDX" ICAP Securities & Derivatives Exchange Limited "ISDX Growth Market" the market for unlisted securities operated by ISDX "ISDX Rules" the ISDX Growth Market - Rules for Issuers published by ISDX "Proposed Allotments" the proposed allotments of new Ordinary Shares as described in the paragraph above titled Proposed Allotments "Resolutions" the resolutions set out in the paragraph above titled GM Resolutions "Shareholders" holders of Ordinary Shares OTHER Copies of the Circular Documents will be available for inspection for a period of one month from today's date, free of charge, from the offices of SVS Securities Plc at 21 Wilson Street, London EC2M 2SN. THE DIRECTORS OF THE COMPANY ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT --ENDS-- Enquiries: ADRIATIC OIL PLC Bruno Muller + 41 78 7730 659 SVS SECURITIES PLC - PLUS Corporate Adviser Peter Ward / Alexander Brearley +44 (0)20 7638 5600 END -0- Nov/30/2012 09:33 GMT
ADRIATIC OIL PLC: Notice of General Meeting
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