Notice of General Meeting
2009年5月1日 - 12:58AM
RNSを含む英国規制内ニュース (英語)
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RNS Number : 5381R
Irvine Energy PLC
30 April 2009
Irvine Energy plc / Index: AIM / Epic: IVE / Sector: Exploration & Production
30 April 2009
Irvine Energy plc ("Irvine" or "the Company")
Notice of General Meeting
Irvine Energy plc, the AIM listed oil and gas exploration and production
company, gives notice that a general meeting of the Company will be held at the
offices of Sprecher Grier Halberstam LLP, 5th Floor, One America Square,
Crosswall, London EC3N 2SG on 15 May 2009 at 10.30 am.
The Company and GasRock Capital LLC ("GasRock") entered into a conditional
guarantee termination and release agreement on 19 March 2009 whereby, inter
alia, GasRock released the Company from the Guarantee and the Company agreed to
grant an option ("the Option") to subscribe for 100,000,000 Ordinary Shares to
GasRock. The purpose of the general meeting is to renew the Board's authority to
allot the Company's share capital and to waive pre-emption rights to enable, in
particular, the allotment of Ordinary Shares to GasRock pursuant to the Option.
The Notice of the General Meeting has been posted to shareholders, and the
letter sent to shareholders by the Company's Chairman, Douglas Manner, is copied
below. Copies of these documents are available to view on the Company's website
(www.irvineenergy.com).
Notice of General Meeting
Dear Shareholder,
introduction
The Company and GasRock entered into a conditional guarantee termination and
release agreement on 19 March 2009 whereby, inter alia, GasRock released the
Company from the Guarantee and the Company agreed to grant an option to
subscribe for 100,000,000 Ordinary Shares to GasRock. The purpose of the general
meeting is to renew the Board's authority to allot the Company's share capital
and to waive pre-emption rights to enable, in particular, the allotment of
Ordinary Shares to GasRock pursuant to the Option.
The release
On 28 May 2008, the Company's wholly owned subsidiaries, Wattle Energy and Pinon
Energy, entered into the Credit Agreement with GasRock and the Company
guaranteed the Borrowers' obligations on the terms of the Guarantee. The Credit
Agreement provided a debt facility of US$50 million of which US$6.12 million has
been drawn down by the Borrowers. In addition, the Company and its subsidiaries
provided security to GasRock comprising share pledges, mortgages and similar
securities over the subsidiaries and their assets.
On 27 January 2009, GasRock issued a notice of default to the Borrowers
demanding repayment of the outstanding balance of the moneys owed to it under
the Credit Agreement. GasRock also issued a notice to the Company claiming
payment of the same amount in accordance with the terms of the Guarantee. As of
31 March 2009, the outstanding balance of the moneys owed by the Borrowers to
GasRock was US$5,507,410.
On 19 March 2009, the Company and GasRock entered into the Release pursuant to
which GasRock released the Company from its obligations under the Guarantee in
consideration of the payment of GBP370,000. The consideration has been paid to
GasRock and, accordingly, the Company has been released from the Guarantee.
In addition, the Company agreed to grant GasRock an option to subscribe for 100
million ordinary shares in the Company at 0.1 pence per share. If the Option is
not granted prior to 19 May 2009, GasRock will have a liquidated claim for GBP1
million against the Company.
At present, the Board does not have sufficient authority to issue further
Ordinary Shares assuming that the Option is exercised in full. Accordingly, the
Company has not granted the Option to GasRock. The resolutions to be proposed at
the general meeting seek to renew the Board's authority to allot the Company's
share capital and to waive pre-emption rights to enable, in particular, the
allotment of Ordinary Shares to GasRock pursuant to the Option. If the
resolutions are passed at the general meeting, the Company will immediately
issue the Option to GasRock.
The directors are of the opinion that it was necessary for the Company to enter
into the Release in order to ensure its solvency and, therefore, to continue to
operate. The Company's net cash position, after paying the cash consideration to
GasRock, was approximately GBP110,000. The Company's liabilities (as opposed to
those of the Borrowers) are not material. In the opinion of the directors, the
Company has sufficient resources to pursue negotiations on the outstanding debt
with GasRock. However, Shareholders should note that the Company is unlikely to
be able to carry on operating if GasRock claims GBP1 million because it has not
been granted the Option.
Accordingly, the directors believe it is in the best interests of the Company
that Shareholders pass the resolutions to enable the Company to issue the
Option.
The COMPANY'S ASSETS
GasRock has not reached a conclusion as to the course of action it wants to take
in relation to enforcing its security. However, it is of the view that the
current market for the sale of the assets is poor. GasRock and the Company have
been considering various proposals under Chapter 7 and Chapter 11 of United
States Bankruptcy Code. Under these proposals, there is a real risk that the
Company will not retain an interest in any of its assets. In these
circumstances, the Company may be treated as an investment company under the
Rule 15 of the AIM Rules.
The Company and GasRock are also in discussions with third parties regarding the
acquisition of additional assets, the extension of the Credit Agreement and the
raising of further equity. However, the directors express no opinion on the
likelihood of a successful outcome to these discussions and caution Shareholders
against drawing any premature inferences.
The Company has made various efforts to raise funds by selling non-core and core
assets. However, the current environment for the sale of such assets is poor
and, at this stage, the Company has been unable to conclude a transaction.
Neither the directors nor GasRock expect the environment to materially change in
the short term.
Metro, the operator of the Company's assets, has claimed approximately US$3.8
million from the Borrowers in respect of seismic acquisition, joint interest
billings and management fees. The Borrowers have asked Metro to substantiate its
claim and this process is ongoing. Metro continues to withhold revenues payable
to the Company pending the resolution of this dispute.
TRADING ON AIM
On 30 January 2009, the Company requested a suspension of trading of its shares
on AIM, pending clarification of the Company's financial position and
discussions with GasRock.
Despite the Release, there remains a significant degree of uncertainty over the
financial position of the Company and as such, the shares shall remain suspended
until further notice.
RESOLUTIONS
The resolutions to be proposed at the General Meeting are set out in full in the
notice of meeting attached to this document.
ACTION TO BE TAKEN
A form of proxy is enclosed for use by Shareholders at the General Meeting. If
you are a Shareholder, you are requested to complete, sign and return the form
of proxy, whether or not you intend to be present at the meeting, and return it
to Share Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham,
Surrey GU9 7LL. The completion and return of a Form of Proxy will not prevent
you from attending the meeting and voting in person should you subsequently wish
to do so.
recommendation
The Directors consider that the proposed resolutions are in the best interests
of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that you vote in favour of the
resolutions being proposed at the General Meeting, as they intend to do or
procure to be done in respect of their own and their connected persons'
beneficial holdings.
Yours faithfully
Doug Manner
Chairman
* * ENDS * *
For further information please visit http://www.irvineenergy.com or contact:
+---------+------------+-----------+
| Michael | Irvine | Tel: |
| Frayne | Energy | +44 |
| | plc | (0) 20 |
| | | 7766 7500 |
+---------+------------+-----------+
| Doug | Irvine | Tel: |
| Manner | Energy | +44 |
| | plc | (0) 20 |
| | | 77667500 |
+---------+------------+-----------+
| Robert | Evolution | Tel: |
| Collins | Securities | +44 |
| | | (0) 20 |
| | | 7071 4300 |
+---------+------------+-----------+
| Adam | Evolution | Tel: |
| James | Securities | +44 |
| | | (0) 20 |
| | | 7071 4300 |
+---------+------------+-----------+
| Hugo | St | Tel: |
| de | Brides | +44 |
| Salis | Media | (0) 20 |
| | & | 7236 1177 |
| | Finance | |
+---------+------------+-----------+
| | | |
+---------+------------+-----------+
This information is provided by RNS
The company news service from the London Stock Exchange
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