04.04.08
Notice of Extraordinary General Meeting
Notice of Extraordinary General Meeting
PetroLatina, an independent oil and gas exploration, development and production company focused on Latin America, is pleased to announce that further to the announcement made on 27 March 2008, it has today posted a circular (the “Circular”) to its shareholders convening an extraordinary general meeting of the Company (“EGM”).
The purpose of the EGM is to seek shareholder approval for the proposed 1 for 5 share consolidation, increase in the Company’s authorised share capital and granting of authority to the Directors to allot equity securities, without offering those equity securities pro rata to existing shareholders, up to an aggregate nominal amount equivalent to the increased authorised share capital. It is now proposed that the Company’s authorised ordinary share capital be increased from the currently prevailing amount of US$20,000,000 to US$40,000,000 by the creation of 200,000,000 ordinary shares of US$0.10 each, rather than the amount previously announced of US$30,000,000. The Board considers that it is in the best interests of the Company and its shareholders generally, that the Directors should have the flexibility conferred by such authorities.
Following completion of the Proposals, the Company will seek to arrange a fundraising to provide additional working capital to support its existing operations and potentially to enable it to pursue newly identified investment opportunities. It is expected that this fundraising will be effected by means of a private placement with certain institutional and other investors to raise up to approximately US$30 million. The Directors have recently undertaken discussions with certain of the Company’s existing major Shareholders in relation to its future funding requirements and have obtained indications, in principle, of their support and potential partial underwriting for such a fundraising.
The Company intends to drill a minimum of six development wells and four exploration wells over the course of the next two years on the Los Angeles and Santa Lucia fields, at an estimated cost of approximately US$24 million and will then re-evaluate the Company’s long term financing needs. The Directors anticipate a significant increase in the Company’s revenue generation in 2009 which will serve to provide flexibility with regards to its operations and assessment of strategic alternatives for development within the region.
In addition, the Company expects the flow of oil through its Rio-Zulia pipeline to increase from the current level of 3,000 barrels of oil per day (“bopd”) to approximately 5,000 bopd in 2008 and then approximately 15,000 bopd in 2009.
The Board has allotted a further 3 ordinary shares of US$0.10 each (“Ordinary Shares”) to ensure that the Company’s issued share capital is exactly divisible by 5 for the consolidation. Application will be made for admission of these Ordinary Shares to trading on AIM. It is expected that admission will take place and that dealings in the Ordinary Shares will commence at 8.00 a.m. on 10 April 2008. Accordingly, the Company’s issued share capital currently consists of 116,337,125 existing ordinary shares. Since on consolidation the aforementioned additional ordinary shares would only represent an entitlement to a fraction of a New Ordinary Share, this fraction would be sold pursuant to the arrangements for fractional entitlements set out in the Circular, with the proceeds being held for the benefit of the Company.
The EGM will be held at 11.00 a.m. on Monday 28 April 2008 at the offices of Strand Partners Limited, 26 Mount Row, London W1K 3SQ. Pursuant to the AIM Rules, a copy of the Circular incorporating a notice of EGM will shortly be available to download from the Company’s website at www.petrolatinaenergy.com.
The expected timetable of principal events is summarised below:
| Latest time and date for receipt of Forms of Proxy | 11.00 a.m. on 26 April 2008 | | Extraordinary General Meeting | 11.00 a.m. on 28 April 2008 | | Latest date for dealings in Ordinary Shares and for registration of transfers | Close of business on 28 April 2008 | | Record date for the Share Consolidation | Close of business on 28 April 2008 | | Admission effective and dealings in the New Ordinary Shares expected to commence on AIM | 29 April 2008 | | CREST accounts expected to be credited with the New Ordinary Shares (where applicable) | 29 April 2008 | | New ISIN effective | 29 April 2008 | | Definitive share certificates for the New Ordinary Shares (where applicable) to be despatched by | 9 May 2008 |
Subject to the approval of the Resolutions contained within the Circular, the New Ordinary Shares of US$0.50 each will trade under the new ISIN GB00B2QMZ536, with effect from 29 April 2008.
Unless the context otherwise requires, defined terms used in this announcement shall have the meanings given to them in the Circular to shareholders of the Company dated 4 April 2008.
Enquiries:
| Greg Smith, Chairman / Pawan Sharma, Executive Vice President - Corporate Affairs | PetroLatina Energy Plc | Tel: 020 7808 4851 | | Simon Raggett / Matthew Chandler | Strand Partners Limited | Tel: 020 7409 3494 | | Ben Brewerton | Financial Dynamics | Tel: 020 7831 3113 |
Download PetroLatina EGM Circ (.pdf)
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