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.
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.
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.
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
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.
The Company has granted warrants which can be exercised for a total of
15,440,000 Ordinary Shares.
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).
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
(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.
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
"ISDX" ICAP Securities & Derivatives Exchange Limited
"ISDX Growth Market" the market for unlisted securities operated by
"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
"Resolutions" the resolutions set out in the paragraph above
titled GM Resolutions
"Shareholders" holders of Ordinary Shares
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
ADRIATIC OIL PLC
+ 41 78 7730 659
SVS SECURITIES PLC - PLUS Corporate Adviser
Peter Ward / Alexander Brearley
+44 (0)20 7638 5600
-0- Nov/30/2012 09:33 GMT
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