JUBILANT ENERGY NV October 20, 2015
('Jubilant' or 'the Company')
Jubilant Energy N.V. announces that an Extraordinary General Meeting of the Company has been called for 6 November 2015, at 11.00 a.m. (Amsterdam time), at Oranje Nassaulaan 55-1, 1075 AK Amsterdam. At this meeting, inter alia, a Cancellation Resolution will be proposed to approve the making by the Company of the application to the London Stock Exchange pursuant to Rule 41 of the AIM Rules for the cancellation of trading on AIM of all of the Shares and DIs.
The Notice of EGM will today be posted to Shareholders and DI Holders and the text of Part I of the Company's circular to Shareholders and DI Holders is copied below. Electronic copies of the circular will shortly be available to view on the Company's website: www.jubilantenergy.com.
If the Cancellation Resolution is passed at the Extraordinary General Meeting, which, in the absence of unforeseen circumstances it will (given JEH's current shareholding in the Company, as explained below), the Shares and DIs are expected to cease to be admitted to trading on AIM (and the Cancellation will become effective) at 7.00 a.m. (London time) on 17 November 2015.
Additionally, JEH is making the Offer to Shareholders and DI Holders to sell their Shares and DIs to JEH at a price of 0.6 pence per Share or DI at the time of the Cancellation. The Offer is being announced separately today, and the Offer document is being posted to Shareholders and DI Holders today.
Enquiries: Jubilant Energy | Nikhil Pandey | +91 120 7186000 |
Panmure Gordon | Dominic Morley, Adam James | +44 20 78862500 |
Dear Shareholders and DI Holders,
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Introduction
As announced today, the Board has decided to convene an Extraordinary General Meeting for the purpose of considering and, if thought fit, passing certain resolutions relating to the envisaged cancellation of the admission of the Shares to trading on AIM.
The purpose of this letter is to provide to you the background to and reasons for the Cancellation, provide additional information on the implications of the Cancellation for the Company, the Shareholders and the DI Holders and certain other information to assist you to decide whether to vote in favour of the resolution at the Extraordinary General Meeting to approve the Cancellation and the resolution to effect the Conversion and Amendment.
As there will no longer be a market for dealing in Shares following the Cancellation, the Independent Directors have discussed with the Board, and in particular Messrs Bhartia, the provision of a proposal to Shareholders and DI Holders to provide them with an opportunity to sell their Shares and DIs. Accordingly, JEH, the Company's majority shareholder, which owns 85 per cent of the share capital of the Company (in part represented by DIs held by JEH), has committed to make an offer to the Shareholders and DI Holders of the Company to purchase and acquire their respective Shares and/or DIs at a price of 0.6 pence per Share or DI. The Offer will be conditional only upon the Cancellation becoming effective. The Offer was announced earlier today.
The Cancellation requires the approval of the Extraordinary General Meeting. The AIM Rules require that the Cancellation must be conditional upon the consent of not less than 75 per cent of the votes cast (whether in person or by proxy) by Shareholders given in a general meeting. The Articles stipulate that the passing of such resolution is subject to a quorum of at least two Shareholders and/or DI Holders being present or represented at the Extraordinary General Meeting.
Promptly following the Cancellation, it is envisaged that the Company's legal form be converted into a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and that its Articles be amended so that they are suitable for a non-listed environment. Under the Articles, these matters require a resolution passed by not less than two thirds of the votes cast by Shareholders at the Extraordinary General Meeting, with a quorum of at least three Shareholders and/or DI Holders being present or represented at the Extraordinary General Meeting representing at least 10 per cent of the Company's issued share capital. This resolution is conditional on the passing of the Cancellation Resolution.
As indicated above, JEH, which is ultimately owned and controlled by Messrs Bhartia, owns 85 per cent of the ordinary share capital of the Company (in part represented by DIs held by JEH), and is able - alone and without any further support from the other Shareholders or DI Holders - to pass the Resolutions. Furthermore, Messrs Bhartia have informed the Independent Directors that they intend to procure that JEH will cast its votes at the Extraordinary General Meeting to pass the Resolutions. Accordingly, provided no unforeseen circumstances arise and JEH votes in favour of the Resolutions, the Resolutions will be passed and the Cancellation is certain to go ahead.
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Background
The Company is an independent oil and gas exploration and production company with six active assets in India and one in Myanmar. Three other assets are under relinquishment proceedings. As with many companies in the sector, recent macro-economic events and commodity price weaknesses have provided substantial operational and financial challenges. Such challenges have been exacerbated in the Company's case given the stage of development of many of its assets, lower than anticipated government-determined domestic gas prices and the company's capital structure.
Concurrent with and subsequent to the Company's admission to AIM in November 2010, until March 2015 the Company has raised $85 million of equity, $160 million of additional debt from banks and financial institutions and $147 million of debt from entities associated with Messrs Bhartia. Such capital has been invested across a portfolio of 11 blocks and the status of each is briefly described as follows:
Krishna-Godavari: KG- OSN-2001/ 3, Deendayal Block
(10 per cent working interest)
Commercial production from the discoveries under development as part of the Deendayal west field has been delayed by more than three years from that originally anticipated in the approved field development plan. However, trial production commenced in August 2014, but the initial three producing wells are performing sub-optimally. Additionally, the Company has also experienced significant cost escalation on its development facilities and development drilling. Going forward, the operator of the block has drawn up plans to hydro-frac the next two wells, namely D4 and D5, as well as to redesign well D5, all with the primary objective of enhancing well productivities.
With respect to the development of six discoveries in other areas of the Deendayal block, the operator has sought a time extension until the end of February 2016 for the submission of a Field Development Plan. The request for extension is on account of pending integration of geological and geophysical analysis and the conceptual and engineering development required for finalising the Field Development Plan.
The Company recognised an impairment of $115.3 million in its financial results for the year ended March 2015 on account of delayed revenues, unanticipated increase in development costs and reduction in projected cash flows due to lower forecast on gas and oil prices. The Company is also in discussion with the operator of the block with regards to outstanding cash calls, which, as at 31 March 2015, amounted to INR3,134 million, the failure of which to pay could result in the forfeiture of the Company's participating interest.
Kharsang
(25 per cent working interest)
Average production from the block has fallen from 1,809 bopd in the 2011 financial year to 1,347 bopd in the 2015 financial year, with the production level declining to approximately 1,000 bopd by the end of March 2015; this has arisen despite the Company undertaking additional development by drilling and completing a
total of 14 wells during this period.
Going forward, measures have been initiated to arrest production decline and enhance production by drilling of new infill and stepout wells, plan for which has been has been submitted for approval of the Directorate General of Hydrocarbons and the Ministry of Petroleum & Natural Gas.
A well was drilled in 2011 to explore the hydrocarbon potential of deeper objective but was unsuccessful in reaching the objective due to high pressures encountered. Deeper plays in Lower Girujan and Tipams continue to represent an upside opportunity and a third party evaluation is underway taking into account the new 3D data. Establishing the potential of deeper plays and their development under a success scenario will require significant additional capital investment.
It is important to note that the current license term expires in June 2020, which may be extended by the Government of India for a further period of up to 10 years. All new initiatives as mentioned above would require the licence term to be extended for the longer period and at economically viable terms.
Tripura: AA-ONN-2002/1 (20 per cent operating interest)
Five exploration and two appraisal wells have been drilled, resulting in two discoveries of potential commercial interest, namely Kathalchari and North-Atharamura. The Government of India has approved the development plan for the Kathalchari discovery and also reviewed the appraisal plan for the North Atharamura discovery. Initial development of the Kathalchari discovery is targeted to achieve a peak rate of 10.5 mmscfd gas from 4 wells, with commencement of production by the 2018 financial year. Appraisal plan for the North Atharamura discovery entails the drilling of 2 firm wells and 2D seismic API. The Company has made a request to the Government of India to extend the deadline for submission of Declaration of Commerciality beyond May 2016 on account of obtain a delay in obtaining the approval for forest diversion and land acquisitions.
The execution of the above programmes require significant capital investment, which can be effected once critical statutory approvals such as licenses (a Petroleum Mining Lease or a Petroleum Exploration Licence, as the case may be) as well as Environment Clearances (notably forest diversion) are in place. A positive intervention of the Government of India on the current gas prices in general and north-east in particular will be important to make such investments financially viable.
Sanand Miroli: CB-ONN- 2002/3
(20 per cent working interest)
Two cluster discoveries in Part-A (Sanand) of the block and two discoveries in Part-B (Miroli) of the block. Discoveries in Miroli were put into production under a test phase between November 2013 and April 2015. However, due to the intermittent and
marginal nature of the production from the current reservoir interval in the Miroli field, the production was evaluated to be commercially not viable under current oil price conditions and have been discontinued. Consequently, the Company recognized an impairment loss of $6 million in the financial results for the year ended March 2015. A revised Field Development Plan to develop two cluster discoveries in Sanand field is under preparation.
Manipur I: AA-ONN-2009/1 Manipur II: AA-ONN-2009/2 (100 per cent operating interest)
Seismic and aero gradiometry surveys were undertaken to develop an independent estimation of prospective resources. No exploration drilling has however taken place as a result of poor infrastructure and logistic issues, on account of which the Government of India has granted force majeure, thereby extending the phase-1 exploration period until May 2016. However, there continues to remain a significant amount of uncertainty as to when the operations in the blocks may start again and the blocks may continue to be under force majeure beyond May 2016 if the current situation persists. Additional uncertainty remains on account of critical statutory clearance, notably forest diversion, since the vast majority of the block is covered by forest.
Myanmar: PSC-I
(77.5 per cent operating interest)
The licence was acquired in May 2012 and remains at an initial stage of exploration. The Company is seeking to finalise farm-out proceedings. However, it is yet to get the approval of the government of Myanmar.
Cauvery: CY-ONN-2002/1 (30 per cent operating interest)
This is in relinquishment proceedings following the decision by the operator in 2010 to plug and abandon the three exploration wells drilled between April 2007 and August 2010.
Mehsana: CB-ONN-2002/2 (30 per cent operating interest)
Seven exploration wells have been drilled between July 2007 and July 2010, with one non-commercial discovery. All wells have subsequently been plugged and abandoned and the block is currently under relinquishment proceedings.
Golaghat: AA-ONN-2003/1 (10 per cent operating interest)
An exploration well was drilled in April 2011 which did not encounter hydrocarbons. A follow-on drilling programme was not undertaken and the block is currently under relinquishment proceedings.
Australia: T/47P
(38.46 per cent working interest)
Formal exit from the block was granted by the Australian government to the partners in October 2013 following anticipation of low prospectivity.
Please refer to the Company's Annual Report and Accounts for the 2014/2015 financial year for further information on the Company's operational and financial activities, which is available on the Company's website (www.jubilantenergy.com).
As detailed in the Company's Annual Report and Accounts for the 2014/2015 financial year, the Company is facing significant financial headwinds as a consequence of continued delays in commencement of production, revenue declines and/or cost escalations, including debt repayments. As per the audited consolidated financial statements of the Company, as at 31 March 2015 outstanding loans and borrowings (including accrued interest) totalled $539.3 million, including $170.4 million from entities associated with Messrs Bhartia. As at the same date, the Company held undrawn facilities of $2.6 million and a cash and bank balance (including term deposits with banks but excluding restricted cash) of $23.7 million. The Company's current market capitalization is approximately £1.87 million.
As a consequence, uncertainty remains over the ability of the Company to meet its current and future anticipated funding requirements and to refinance or repay its banking facilities as they fall due. The existence of material uncertainties cast significant doubt about the Company's ability to continue as a going concern, although the Directors believe that this may be mitigated over time through a range of actions including the monetizing of assets, prioritisation of investment and debt restructuring.
Following a challenging year for the Company, the Board, including Messrs Bhartia, mandated the Independent Directors to conduct a detailed review of the Company's strategic options, including evaluating a possible delisting from AIM. This review has included evaluating the benefits and disadvantages of the admission of the Shares to trading on AIM, as further detailed below.
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Rationale For The Cancellation
Since the Company's admission to AIM on 24 November 2010, the market price of the Shares has fallen from the IPO price of 77 pence to 0.45 pence, being the closing mid-market price on 19 October 2015, the latest practicable date prior to the date of this letter, a fall of 99.4 per cent. The Independent Directors believe that there have been a number of reasons for this, including but not limited to:
production and development delays and uncertainty; unsuccessful exploration and appraisal drilling programmes; and operational cost overruns;
significant reduction in realised oil and gas prices due to macro-economic events and the new domestic gas pricing guidelines imposed by the Indian government;
significant indebtedness; lack of available equity and/or debt funding; and uncertainty as to the Company's ability to continue as a going concern;
the illiquidity of the Shares and DIs, with a small free float, low trading volumes and infrequent trading; and
general reduction of equity and/or debt investor appetite for oil and gas companies.
The Company incurs significant administrative costs and expenses maintaining the quotation of its Shares on AIM. In light of these costs, and given the low liquidity of trading in the Shares and DIs, the poor performance of the Company's share price and the likely difficulty in securing new investment whilst still traded on AIM, Messrs Bhartia believe that the prospects of the Group Companies would be enhanced by cancelling admission to trading of the Shares on AIM. Doing so would relieve the Company of the regulatory burdens imposed on it by AIM and provide the Company with greater flexibility, in particular to obtain additional financing, which might involve further equity or debt, or a combination of both. As such, the Cancellation is expected to promote the sustainable success of the Company's business and the interests of the Company's stakeholders. Accordingly, Messrs Bhartia have proposed to the Board that the Company seek the Cancellation.
Given the potential conflict of interest that such a proposal would mean for Messrs Bhartia (who also own the Company's majority shareholder, JEH), the Board established the Committee comprised of Independent Directors (i) to evaluate the proposed Cancellation and the consequences thereof for the Company, its business and its stakeholders, and (ii) to report its findings to the Board. In a meeting held on 12 October 2015, the Board members present at that meeting unanimously resolved, without Messrs Bhartia participating in the deliberations or decision making, to approve and pursue the Cancellation for the reasons set out above.
Before the Company can cancel the admission of its Shares to AIM, the AIM Rules require the approval of not less than 75 per cent of the votes cast by Shareholders (whether in person or by proxy) at a general meeting of the Shareholders. The Extraordinary General Meeting is being convened for 6 November 2015 at which the Resolutions, including the Cancellation Resolution, will be proposed to the Shareholders. A significant factor in the Committee's and the Board's consideration of the Cancellation proposal has been the position of minority Shareholders and DI Holders. As indicated above, JEH currently holds more than 75 per cent of the share capital of the Company (in part represented by DIs held by JEH) and, as such, JEH has the ability on its own to pass the Resolutions, including the Cancellation Resolution, at the Extraordinary General Meeting.
Following the Cancellation, there will be no market facility for dealing in the Shares and no price will be publicly quoted for the Shares or DIs. Furthermore, under the New Articles, all transfers of Shares will be subject to prior Board approval and the transfer of any Shares will require additional procedural steps to be followed, some of which may entail additional costs, such as the execution of a transfer deed before a civil law notary officiating in The Netherlands and, potentially, notarisation of powers of attorney in respect thereof. As such, holdings of Shares and DIs will be illiquid and might become more difficult to value following the Cancellation.
For these reasons, the Independent Directors have obtained from JEH an irrevocable undertaking to provide minority Shareholders and DI Holders with an opportunity to sell their Shares and/or Dis prior to the Cancellation so that they have the option of not being left with Shares or DIs in respect of which there is no market once the Company's admission to AIM is cancelled. Following discussions with JEH, JEH has therefore agreed to make the Offer to all Shareholders and DI Holders.
Further details of the Offer are summarised in paragraph 6 below. JEH announced the Offer earlier today and a copy of the Offer document, containing further details of the Offer and including the detailed terms of the Offer, is enclosed with this document. The Offer will be conditional only on the Offer Condition, i.e. that the Cancellation becomes effective. Shareholders and DI Holders should note that since the Company is incorporated under the laws of The Netherlands and its Shares are traded on AIM, the provisions of the City Code will not apply to the Offer. Furthermore, since AIM is not a regulated market, the provisions of the Dutch Financial Supervision Act (Wet op het financieel toezicht) will not apply to the Offer.If the Cancellation Resolution is passed at the Extraordinary General Meeting, which in the absence of unforeseen circumstances it will, the Shares are expected to cease to be admitted to trading on AIM (and the Cancellation will become effective) at 7.00 a.m. (London time) on 17 November 2015.
In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the proposed date for the Cancellation.
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Consequences Of The Cancellation
Whilst it is anticipated that the depositary arrangements governing the DIs will remain in place for the foreseeable future following the Cancellation (unless JEH or its associates were to acquire all the DIs not already owned by JEH), it should be noted that following the Cancellation, there will be no market facility for dealing in the Shares or the DIs and no price will be publicly quoted for the Shares. Furthermore, under the New Articles, all transfers of Shares will be subject to prior Board approval and the transfer of any Shares will require additional procedural steps to be followed, some of which may entail additional costs, such as the execution of a transfer deed before a civil law notary officiating in The Netherlands and, potentially, notarisation of powers of attorney in respect thereof. As such, holdings of Shares will be illiquid and might become more difficult to value following the Cancellation.
Furthermore, the Cancellation will result in Shareholders and DI Holders losing certain protections and rights afforded to them by the AIM Rules, including, inter alia, the disclosure of information relating to material developments in the Group Companies' business and the publication of interim reports. The Cancellation will also result in the termination of the Relationship Agreement and the Shareholders and DI Holders will cease to benefit from the protection of its provisions. Shareholders and DI Holders should also note that after the Cancellation, Messrs Bhartia will continue to have control over all Board appointments and will effectively be free to make such changes to the Board as they shall see fit.
In connection with the Cancellation, the Company's legal form will be converted into a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and its Articles will be amended so that they are suitable for a non-listed environment. The Conversion and Amendment will, among other things, result in the following:
a record date (registratiedatum) will no longer apply in relation to the Company's general meetings of shareholders;
the minimum notice period for convening general meetings of shareholders of the Company will be reduced to 8 days;
board resolutions concerning a material change in the identity or character of the Company or its business will no longer require the approval of the Company's general meeting of shareholders;
the Board will no longer be required to convene a general meeting of shareholders upon the Company's equity (eigen vermogen) decreasing to, or below, half of the paid up and called up part of the Company's issued share capital;
certain rules concerning the adjustment of bonuses awarded to Directors as part of their remuneration will cease to apply;
remuneration arrangements for Directors in the form of shares or rights to subscribe for shares will no longer require the approval of the Company's general meeting of shareholders;
transfers of Shares will be subject to prior Board approval and any such transfer will require a notarial deed to that effect; and
the provisions in the Articles relating to the notification of interests in the Company and on permitted and prohibited acquisitions will lapse.
Shareholders and DI Holders are encouraged to read the New Articles, which are set out in Part III of this document.
It is anticipated that the depositary arrangements governing the DIs will remain in place for the foreseeable future following the Cancellation (unless JEH or its associates were to acquire all the DIs not already owned by JEH or following the implementation of the compulsory acquisition procedures or other post-Offer restructuring measures referred to below). However, under the depositary agreement with the depositary, the Company has the right at any time to serve 30 days' notice to terminate the depositary agreement and the Company could seek to terminate the depositary arrangements in the future.
Once notice has been given by the Company to terminate the depositary agreement, each DI Holder will be obliged to take (and the Company is obliged to procure the taking of) certain specified actions in order to exchange the relevant DIs for an equal number of Shares, including executing a deed of transfer before a civil law notary officiating in The Netherlands and, potentially, notarisation of powers of attorney in respect thereof. If the DI Holder has not taken these required actions by the time of termination of the depository agreement, the Depository may, at its discretion, take certain steps.
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Post-Offer Restructuring Measures
Shareholders and DI Holders who do not tender their Shares or DIs in the Offer will hold a minority interest in the Company following the Cancellation. JEH may use any legally permitted method to acquire all of the Shares following the Cancellation. For this purpose, following the Cancellation, JEH is intending to implement (or cause to be implemented) buy-out proceedings (uitkoopprocedure) under Dutch law (this option will only be available to JEH once JEH, alone or together with one or more of its group companies, holds at least 95 per cent of the Company's issued share capital and can exercise at least 95 per cent of the voting rights in the Company's general meeting of shareholders). In addition, following the Cancellation, the Company may propose (where applicable) and implement (or cause to be implemented) restructuring measures, including:
certain loans between the Group Companies and JEH or other entities controlled by Messrs Bhartia may be converted into Shares, which may dilute the interests of other Shareholders and DI Holders;
a sale and transfer (on arms' length terms) by the Company of its entire business to JEH or a group company of JEH, followed by a distribution of the sale proceeds to the Shareholders (including JEH);
a legal merger or demerger of the Company, resulting in the acquisition by JEH or a group company of JEH acquiring the Company's business;
a contribution of cash and/or assets by JEH or a group company of JEH to the Company against the issuance of additional Shares, with the exclusion of pre-emptive rights (voorkeursrechten), if any, of other Shareholders in order to further dilute the minority Shareholders;
a dissolution and liquidation of the Company;
further purchases of Shares and/or DIs by JEH or a group company of JEH (including by the Company itself);
any other transactions, restructurings, share issuances, rights issues, procedures and/or proceedings required to effect the aforementioned measures, which will dilute the minority holding to less than 5 per cent; subsequently initiating buy-out proceedings under Dutch law to acquire the entire minority holding; or
any combination of the foregoing.
Shareholders and DI Holders should note that after the Cancellation, Messrs Bhartia will have control over all Board appointments and will effectively be free to make such changes to the Board as they shall see fit.
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The Offer
As there will no longer be a market facility for dealing in Shares following the Cancellation, and, as referred to above, the Independent Directors have secured the obligation of JEH to make the Offer to the Shareholders and DI Holders to sell their Shares and DIs to JEH at a price of 0.6 pence per Share or DI and thereby provide the other Shareholders and DI Holders with an opportunity to dispose of their Shares and DIs at the time of the Cancellation through a sale at a price which is 33.3 per cent above the closing mid-market price of 0.45 pence per Share on 19 October 2015, the latest practicable date prior to the date of this document.
Under the terms of the Offer, tendering Shareholders and DI Holders are entitled to receive:
for each Share/DI 0.6 pence in cashThe Offer will remain open for acceptance, subject to the terms and the Offer Condition, until
p.m. on 13 November 2015. Furthermore, JEH has irrevocably undertaken not to withdraw the Offer, once made, without the approval of a majority of the Independent Directors.
The Offer values the total issued share capital of the Company at approximately £2.50 million, based on the 416,306,787 Shares in issue as at the date of this document.
The Offer represents a premium of approximately:
33.3 per cent to the closing mid-market price of 0.45 pence per Share on 19 October 2015, being the latest practicable date prior to the date of this document; and
31.6 per cent to 0.46 pence, being the average daily closing price per Share over the 30 last Business Days immediately prior to the date of this document.
The Offer is conditional upon the Cancellation becoming effective.The Company and JEH entered into an Implementation Agreement on 19 October 2015 under which, amongst other things, the Company secured the obligation of JEH to make the Offer. Under the Implementation Agreement, JEH and the Company have agreed, amongst other things, as follows:
JEH would make the Offer, subject to the announcement by the Company of the Cancellation;
The terms of the Offer would be as set out in the Offer announcement made by JEH earlier today, including that the Offer would be conditional only on the Cancellation becoming effective;
The Offer, once announced would not be withdrawn without the approval of a majority of the Independent Directors;
the Company and JEH will provide each other with such assistance as may be reasonably required to comply with the agreement and will co-operate and consult with each other in the preparation and publication of documents and filings in respect of the Offer and the Cancellation; and
JEH will not accept the Offer in respect of any Shares or DIs held by it.
The Independent Directors are making no recommendation to Shareholders and DI Holders as to whether to accept the Offer. Your decision as to whether to accept the Offer will depend upon your individual circumstances. If you are in any doubt as to what action you should take, you should seek your own independent advice.
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Process For Cancellation
In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of its intention to effect the Cancellation. The Company is required to give at least twenty Business Days' notice to the London Stock Exchange. Under the AIM Rules, it is a requirement that any cancellation of admission to trading on AIM must be approved by not less than 75 per cent of votes cast by shareholders voting in a general meeting. Accordingly, the Notice contains, amongst other resolutions, the resolution to be passed to approve the Cancellation. Furthermore, Shareholders will be asked to resolve upon the Conversion and Amendment in connection with the Cancellation. This resolution is conditional on the passing of the Cancellation Resolution.
Subject to the Cancellation Resolution being passed at the Extraordinary General Meeting, trading in the Company's Shares will continue on AIM until Cancellation. If the Cancellation Resolution is passed, which in the absence of unforeseen circumstances, it will be, it is expected that the Cancellation will take effect at 7.00 am (London time) on 17 November 2015.
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City Code
Whilst the Shares are admitted to trading on AIM, the Company is incorporated under the laws of, and has its registered office in, The Netherlands. Accordingly, the City Code does not currently apply to the Company. This means that the Company is not subject to takeover regulation in the United Kingdom under the City Code. Furthermore, since AIM is not a regulated market, the provisions of the Dutch Financial Supervision Act (Wet op het financieel toezicht) will not apply to the Offer.
Shareholders and DI Holders should be aware in particular that the protections afforded to shareholders by the City Code which are designed to regulate the way in which any offer by a company to acquire shares in a listed company is conducted will not be available, save to the extent that protections are incorporated into the Company's Articles. Whilst the Company has incorporated certain provisions into its Articles in order to regulate certain acquisitions of Shares so as to provide Shareholders and DI Holders with certain protections similar to those contained in the City Code, such protections will generally not be of application in respect of the Offer. Furthermore, the provisions in the Articles referred to in the previous sentence shall lapse upon the New Articles becoming effective promptly following the Cancellation.
However, Shareholders and DI Holders should note that under the Implementation Agreement, JEH has agreed that once made, the Offer will not be withdrawn without the approval of a majority of the Independent Directors.
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Taxation
If you are in any doubt about your tax position, and/or you are subject to taxation in any jurisdiction in or outside the United Kingdom, you should consult an appropriate authorized independent financial or tax adviser immediately. You should note that following the Cancellation the Shares will no longer be quoted on AIM.
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Action To Be Taken
You will find enclosed with this document a Form of Direction for use by DI Holders, and a Form of Proxy for use by Shareholders, in connection with the Extraordinary General Meeting. DI Holders are requested to complete and return the Form of Direction in accordance with the instructions set out in the Notice and Shareholders are requested to complete and return the relevant Form of Proxy in accordance with the instructions set out in the Notice. The return of a Form of Direction or a Form of Proxy, as the case may be, will not preclude you from attending and, if relevant, voting at the Extraordinary General Meeting in person should you wish to do so.
- NO RECOMMENDATION
The Independent Directors do not make any recommendation or representation to Shareholders or DI Holders as to whether a Shareholder or DI Holder should or should not accept the Offer. It is a matter for each Shareholder and DI Holder to decide whether or not it is appropriate in their individual circumstances to do so. If you have any doubt as to whether to accept the Offer, you should consult your own independent financial adviser.
Yours faithfully
Sir Robert Paul Reid
Senior Independent Director
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