Annual Report and Accounts & Notice of AGM
PetroLatina Energy Plc (“PetroLatina” or the “Company”)
2008 Annual Report and Accounts Posted
and Notice of Annual General Meeting
PetroLatina (AIM: PELE), an independent oil and gas exploration, development and production company focused on Latin America, announces that its Annual Report and Accounts for the year-ended 31 December 2008 have today been posted to Shareholders and will shortly be available to download from the Company’s website, www.petrolatinaenergy.com.
The Company has also today posted a circular (the “Circular”) to its shareholders convening an annual general meeting of the Company (“AGM”) to be held at 11.00 a.m. on 23 June 2009.
At the AGM it is intended, inter alia, to seek shareholder approval for a proposed capital reorganisation and the 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 of 60,000,000 New Ordinary Shares. 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.
On 21 January 2009, the Company announced that Tribeca Oil and Gas Financing, Inc., a subsidiary of Tribeca Oil and Gas, Inc. an existing substantial shareholder in the Company, had agreed to subscribe for up to a proposed US$9.875 million, in aggregate, of 12 per cent. convertible secured loan notes 2011.
The Notes are currently secured by the Company’s wholly owned subsidiary, PetroLatina (CA) Limited, which granted TOGF a pledge over its entire shareholding in RL Petroleum Corporation (a Panamanian Company). This security will be automatically released by TOGF on the earlier of (i) conversion or redemption of all outstanding Notes and/ or (ii) the proposed Capital Reorganisation becoming effective. Only the first tranche of US$4.875 million of the notes has been subscribed for to date. The proceeds from the issue of the first tranche of the Notes were used to fund certain capital expenditure commitments in respect of the Company’s ongoing work programme in Colombia and for general working capital purposes.
As the conversion price in respect of the first tranche of the Notes of 20.9375 pence is less than the current nominal value of an Ordinary Share of US$0.50 (approximately 31 pence at the prevailing pounds sterling to US dollars exchange rate), the Company is currently prohibited by the Act from issuing new shares to TOGF if it was to elect to convert its holding of Notes. Accordingly, in compliance with the terms of the Loan Note Instrument, the Company is seeking approval for the Capital Reorganisation in addition to the other resolutions to be proposed at the AGM. Implementation of the Proposals will reduce the nominal value of an Ordinary Share to a more appropriate level such that the Notes will then be capable of conversion at TOGF’s option and all security granted to TOGF can be relinquished.
The Directors propose to structure the Capital Reorganisation as follows:
1. to subdivide and reclassify the 43,888,569 Ordinary Shares in issue, at the Record Date, into 1 (one) New Ordinary Share of US$0.10 and 4 (four) New Deferred B Shares of US$0.10 each; and
2. to subdivide and convert the 36,111,431 existing authorised but unissued Ordinary Shares into 5 (five) New Ordinary Shares of US$0.10 each.
The sub-division is structured in order not to dilute the existing shareholdings in the Company and since all ordinary shareholdings in the Company will be subject to the Capital Reorganisation, Shareholders’ percentage holdings in the issued share capital of the Company will remain unchanged. The rights attaching to the New Ordinary Shares will, save for the change in nominal value, be identical in all respects to those of the existing Ordinary Shares.
The New Deferred B Shares created on the Capital Reorganisation becoming effective will have no practical economic value as they will not be listed or traded on AIM, will be non-voting, will carry no right to a dividend and will be subject to eventual redemption by the Company for a nominal amount. No share certificates will be issued in respect of the New Deferred B Shares nor will CREST accounts of Shareholders be credited in respect of any entitlement to New Deferred B Shares, no application will be made for their admission to trading on AIM and they will not be dealt in on any stock exchange.
Application will be made for the New Ordinary Shares in issue immediately following the Capital Reorganisation to be admitted to trading on AIM. Subject to the Capital Reorganisation becoming effective, it is expected that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 24 June 2009.
The AGM will be held at 11.00 a.m. on Tuesday 23 June 2009 at the offices of Strand Partners Limited, 26 Mount Row, London W1K 3SQ. Pursuant to the AIM Rules for Companies, a copy of the Circular incorporating a notice of AGM 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 21 June 2009
AGM 11.00 a.m. on 23 June 2009
Record date for the Capital Reorganisation close of business on 23 June 2009
Admission effective and dealings in the New Ordinary Shares expected to commence on AIM 8.00 a.m. on 24 June 2009
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 1 June 2009.
PetroLatina Energy Plc
Juan Carlos Rodriguez, Chief Executive Officer Tel: +57 1627 8435
Pawan Sharma, Executive Vice President - Corporate Affairs Tel: +44 (0)20 7956 2821
Strand Partners Limited
Simon Raggett / Matthew Chandler Tel: +44 (0)20 7409 3494
Ben Brewerton / Susan Quigley Tel: +44 (0)20 7831 3113
Additional Information on PetroLatina Energy Plc:
PetroLatina Energy Plc (AIM: PELE), formerly known as Taghmen Energy Plc, was founded in 2004. The Company is presently focused on Colombia after the sale of its assets in Guatemala in which it retains a 20% interest in the first three wells and a 20% working interest in future wells. In Colombia, the Company currently holds 45% and 20% interests in the Los Angeles and Santa Lucía fields on the Tisquirama licence respectively, and a 100% interest in the Doña María field. In November 2007 the Company secured the extension of the Tisquirama licence for the economic life of the fields. In April 2006 the Group acquired an interest in two exploration blocks with an 85% interest in Midas and an 80% interest in La Paloma. PetroLatina also owns the Río Zulia-Ayacucho pipeline in the prolific Catatumbo basin which transports crude oil. Present exploration/exploitation activities in this area should increase the volume of crude oil transported resulting in an increased cash flow. Further information is available on the Company’s website (www.petrolatinaenergy.com).
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