24 September 2019
Karoo Energy plc
(“Karoo Energy” or the “Company”)
Notice of General Meeting
Placing to Raise £143,000, Name Change and Capital Reorganisation
General Meeting
The Company is pleased to announce that it has posted a notice convening a General Meeting of the Shareholders to be held on 11 October 2019 at 10.30 a.m. at Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE.
A copy of the Circular will shortly be available at: https://karooenergyplc.co.uk/
Conditional on passing of the Resolution at the General Meeting, Burns Singh Tennent-Bhohi & Jeremy Ross will join the board of Directors.
Burns Singh Tennent-Bhohi (aged 26) – Executive Director
Mr S.T.Bhohi is the founder/CEO and Director of Glenpani Capital Group, a London UK based private venture capital business with a specific focus on the evaluation and augmentation of distressed-asset opportunities and private-transaction/investment origination. The group has an international network that include; corporate brokers/financiers, investment bankers, merchant banks, project-level financiers, asset-banks and technical teams. Mr S.T.Bhohi and Glenpani frequently cornerstone-invest, originate transactions and provide consultancy services to NEX, AIM, TSX-V, & ASX companies. A graduate of the University of Glasgow with a degree in Economics & Social Sciences, he also serves numerous roles in management or as a board member. Current Directorships include, Forum Energy Metals Corp, listed on the TSX-V:FMC. Forum this year executed a $30,000,000 project-earn-in agreement with Rio Tinto on their Janice Lake Sedimentary Copper project & Director/Co-Founder of Eurocann International plc, listed on NEX: BUD.
Jeremy Ross (aged 43) - Non-Executive Director
Jeremy Ross has over 20 years of experience in capital markets and marketing for small to mid-cap sized mining, cannabis, and technology companies. Mr. Ross is a director of Speakeasy Cannabis a publicly traded company he took public in 2018, Canadas largest outdoor grow cultivator. He was a Director of Fission Uranium Corp TSX from 2013 to 2017, as well as the Corporate Development Consultant for Fission Energy when it was named a Top 50 TSX-V company for its performance. Mr. Ross was the head of corporate development for Able Auctions and Smart Tire systems, both of which graduated from the OTC-BB to the Amex stock exchange (NYSE). Mr. Ross currently holds multiple board positions with TSX, TSX.V & CSE listed companies. Mr Ross is on the Board/Co-Founder of, Eurocann International plc, listed on the NEX: BUD.
Proposed Name Change
The General Meeting will consider, inter alia, a name change of the Company to IamFire plc.
Share Sub-Division and Consolidation
It is proposed to consolidate the Ordinary Shares of £0.0025 on a one for 100 basis. The Ordinary Shares will simultaneously be sub-divided back into Ordinary Shares of £0.0025.
Placing
Subject to the Resolutions being passed at the General Meeting, the Company has conditionally, on a post Sub-Division and Consolidation basis, placed 5,958,333 new Ordinary Shares at a price of £0.024, raising £143,000 before expenses, representing approximately 74.43% of the Enlarged Share Capital. The placees will also receive one Subscriber Warrant for every one Ordinary Share subscribed, at an exercise price of £0.048 per share, exercisable at any time from the General Meeting for a period of three years.
A copy of the Chief Executive Officer’s letter, the expected timetable of principal events and definitions sections contained in the Circular, are set out in full below in this announcement without material amendment or adjustment.
The Directors of the Company accept responsibility for the content of this announcement.
ENQUIRIES:
Company
Karoo Energy plc
Noel Lyons
Telephone: 020 3130 0674
Corporate Adviser
Peterhouse Capital Limited
Guy Miller / Mark Anwyl
Telephone: 020 7220 9795
24 September 2019
To Shareholders
Notice of General Meeting
AND
Share Consolidation
Share Sub-Division
Disposal of Karoo Energy Plc
Change of name to IamFire plc
Subscription for new Ordinary Shares
1. Introduction
This Circular sets out the background to and the reasons for the disposal of the Subsidiaries and other matters to be proposed at the General Meeting. It also explains why the Directors consider the Proposals to be in the best interests of the Company and Shareholders as a whole and why they recommend that Shareholders should vote in favour of the Resolutions to be proposed at the General Meeting.
On 18 March 2019, the Company announced that the Company’s engaged Nominated Adviser, pursuant to being admitted to AIM, informed the Company that it was unable to be proposed as suitable for an AIM listing. The Company was left with trade creditors totalling approximately £300,000 due mainly to the cost of the proposed AIM flotation. The Company’s Ordinary Shares were suspended immediately.
In the intervening period, the Company has worked on an informal creditors voluntary arrangement. Conditional on the Proposals being approved, the total creditors will be paid out approximately £43,000, leaving the Company free of any historical creditors. On 31 July 2019, the contracted and authorised insolvency practitioner wrote to the Company creditors, informing them that, amongst other things, over 90% by value of the participating creditors had indicated their support for the proposal. Noel Lyons, Chief Executive Officer of the Company, has agreed to take part in the Subscription at the Subscription Price by investing £43,000 to meet the creditor costs, with the result that upon approval of the Proposals, the Company will be mainly creditor/debt free at the time of the General Meeting. Noel Lyons also has an outstanding unsecured loan to the Company of £87,260, which he has agreed to relinquish. In return subscribers to the Subscription and the Proposed Directors have agreed that, in the event the Company raises £500,000 or more, Noel Lyons will receive £10,000 in cash as compensation. Further, in the event that the Company raises £1,000,000 or more, Noel Lyons will receive a further £20,000 in cash as compensation. There will be no time limit on these compensation arrangements.
The Company currently owns 93.475% of Equatorial Oil and Gas plc which itself owns 100% of Tamboran Botswana (Pty) Limited. Noel Lyons owns the remainder 6.525% of EOAG.
The Company’s Ordinary Shares were suspended at a market capitalisation of approximately £500,000, and it was at this valuation that the Company was hoping to raise money and admit itself to AIM in March of this year. The Company has now decided, conditional on approval of the Proposals, to dispose of the 93.475% of the Subsidiaries to Noel Lyons for a nominal value of £1. The Company, thought the Subsidiaries owned six exploration licenses in Botswana, and had the Company succeeded in being admitted to trading on AIM, it would have used the part proceeds of the AIM fundraising to renew the Botswana exploration licences that expired in June 2018. However, the Botswana licenses have subsequently been allowed to expire. Accordingly, as at the date of this Document, EOAG, and its wholly-owned subsidiary, Tamboran Botswana, hold no licenses and the Subsidiaries are deemed to have no monetary value.
Conditional upon the approval of the Proposals at the General Meeting, Peterhouse has placed 5,958,333 new Ordinary Shares at a price of £0.024, raising £143,000 before expenses, pursuant to the Subscription. The funds raised will be used to recapitalise the Company.
The Subscription Shares will be issued following the passing of the Resolutions.
Conditional on the passing of the Resolutions, Dr. Allen Zimbler, Alan Golding, James Negaard and Darren Hopkins will resign as Directors immediately following the conclusion of the General Meeting, and Burns Singh Tennent-Bhohi and Jeremy Ross will be appointed as Directors of the Company. Noel Lyons will remain on the Board as a Non-Executive Director.
A notice convening a General Meeting at 10:30 a.m. on 11 October 2019, at the offices of Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE, to consider the Resolutions, is set out at the end of this Circular.
2. Information on Equatorial Oil and Gas (“EOAG”) and Tamboran Botswana
EOAG was incorporated in 2012, in order to farm in 85% of African Coal and Gas Corporation Ltd’s licence interests covering 2,107.7 square kilometres to explore for and produce coal bed methane in Botswana. The licence’s were all located close to the border of the Western Central Kalahari sub-basin, and the Northern Belt Central Kalahari sub-basin of the Kalahari Karoo Basin in Botswana, which has been estimated to contain nearly 200 trillion cubic feet of gas-in-place present in the coal and carbonaceous shale sequences.
Under the farm in agreement, Equatorial Resources Ltd would have been the operator of the licences.
As per paragraph 1 of this Circular, The Botswana licenses have subsequently been allowed to expire. Accordingly, as at the date of this Document, EOAG, and its wholly-owned subsidiary, Tamboran Botswana, hold no licenses and have no monetary value.
3. Background to and reasons for the Proposals
With the operations of the Company, and the Subsidiaries having no value and approximately £300,000 in creditors/debt as at March 2019, associated with the failed AIM flotation, the Company has taken the decision to put forward the Proposals to Shareholders. The Proposals will also facilitate the agreement under the informal creditors arrangement, outlined in paragraph 1 of this Circular.
Whilst it is disappointing that the AIM flotation did not succeed, the Proposals are intended to give the Company a future.
The Company was subsequently approached by investors introduced by Peterhouse and after review, the Board has decided that the Proposals in the best interests for Shareholders as a whole. Under the Proposals, the overhead of the Company will be reduced through the Disposal, and the proposed Board and Subscription will give the Company a new direction.
4. The Disposal and Related Party Transaction
Pursuant to the Proposals, the Company has agreed to sell its 93.475 per cent. shareholding in the Subsidiaries to Noel Lyons.
Noel Lyons is paying a nominal consideration of £1 for the 93.475 per cent. shareholding.
The sale of the 93.475 per cent. shareholding in the Subsidiaries to Noel Lyons is also a related party transaction pursuant to Rule 53 of the NEX Exchange Rules, as Mr Noel Lyons is a Director of the Company.
5. Share Consolidation, Share Sub-Division and Subscription
It is proposed that, simultaneously with the other proposed Resolutions, the share capital of the Company be reorganised as follows:
(a) The Ordinary Shares of £0.0025 will be consolidated into new ordinary shares of £0.250 pence each on the basis of one New Ordinary Share for every 100 ordinary shares of £0.0025 each.
(b) Each existing Ordinary Share with a par value of £0.250 will then be subdivided into:
(i) One ordinary share of £0.0025 each; and
(ii) One deferred share of £0.2475 each
Where the share capital reorganisation results in any Shareholder being entitled to a fraction of a new Ordinary Share, such fraction shall be aggregated and the Directors intend to sell (or appoint another person to sell) such aggregated fractions in the market and retain the net proceeds for the benefit of the Company.
Existing share certificates will cease to be valid following the Share Consolidation. New share certificates in respect of the new Ordinary Shares will be issued on or around 23 October 2019. No certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No application will be made for the Deferred Shares to be admitted to trading on the NEX Exchange Growth Market or any other investment exchange.
The new Ordinary Shares will be freely transferable, and application will be made for the new Ordinary Shares to be admitted to trading on the NEX Exchange Growth Market. The Deferred Shares will be transferable only with the consent of the Company and will not be admitted to trading on the NEX Exchange Growth Market (or any other investment exchange). The holders of the Deferred Shares shall not, by virtue or in respect of their holdings of Deferred Shares, have any right to receive notice of any general meeting of the Company nor the right to attend, speak or vote at any such general meeting. Save as required by law, the Company need not issue share certificates to the holders of the Deferred Shares in respect of their holding thereof. The holders of Deferred Shares shall not be entitled to receive any dividend or distribution and shall only be entitled to any repayment of capital on a winding up once the holders of new Ordinary Shares have received £1,000,000 in respect of each new Ordinary Share held by them.
One consequence of the Share Consolidation is that Shareholders holding fewer than 100 existing Ordinary Shares will receive no new Ordinary Shares. This consequence is illustrated in the table below:
| Number of existing Ordinary Shares currently held |
Number of New Ordinary Shares held |
| 99 |
0 |
| 100 |
1 |
| 300 |
3 |
| 15,000 |
150 |
To effect the Share Consolidation and Subdivision, it will be necessary to issue an additional 24 existing Ordinary Shares so that the Company’s issued ordinary share capital is exactly divisible by 100. These additional existing Ordinary Shares will be issued to the Registrar before the record date for the Share Consolidation and Subdivision. Since these additional shares would only represent a fraction of a New Ordinary Share, this fraction will be sold pursuant to the arrangements for fractional entitlements contained in the Articles.
6. The Subscription and the Warrants
Conditional upon the approval of the Proposals at the General Meeting, Peterhouse has placed 5,958,333 new Ordinary Shares at a price of £0.024, raising £143,000 before expenses (“the Subscription”).
In connection with the Subscription, it is proposed that the Company enter into a warrant instrument pursuant to which the Company will issue one Subscriber Warrant for every one Ordinary Share subscribed for pursuant to the Subscription or a total of 5,958,333 Subscriber Warrants. Entry into the warrant instrument is conditional on Admission of the Subscription Shares, and on approval of all of the Resolutions. The Subscriber Warrants may be exercised at any time within 3 years of the completion of the Proposals and shall entitle the Subscribers to subscribe for one new Ordinary Share for each Subscriber Warrant held at a price of £0.048. In the event that a Subscriber exercises 100 per cent. of such Subscriber Warrants before the first anniversary from the General Meeting, the Subscriber will be entitled to receive, 5,958,333 further warrants, therefore on a 1 for 1 basis, with an exercise price of £0.10 each, expiring 3 years after the entitlement becomes effective.
Burns Singh Tennent-Bhohi has subscribed for £10,000 in the Subscription. Jeremy Ross will have no disclosable interest in the Company.
Further, it is also intended that Directors shall be awarded share purchase options to subscribe for up to 3,000,000 new ordinary shares in aggregate, from the date of the General Meeting, at an exercise price of £0.03 each, for a period of 5 years, vesting immediately on award, subject to the following condition:
a. In the event that all or part of such options are exercised within 18 months from the date of issuance, then the holder shall receive, upon exercise of each option, one new bonus option with an exercise price of £0.7 each, expiring on the 5th anniversary of issue and vesting immediately on award.
Conditional on approval of the Proposals, the Directors Ordinary Shares and Options in the Company will be as follows:
| Director |
Ordinary Shares |
Ordinary Shares as a percentage of the Enlarged Share Capital |
Options* |
| Noel Lyons |
1,900,923 |
23.74 |
1,000,000 |
| Burns Singh Tennent-Bhohi** |
416,667 |
5.20 |
1,000,000 |
| Jeremy Ross |
Nil |
Nil |
1,000,000 |
* Options as described in this paragraph 6.
** 416,667 held through 1-04 Tide Capital Limited, a company wholly-owned by Burns Singh Tennent-Bhohi.
Additionally, conditional on the Proposals being approved by Shareholders at the General Meeting, the Company has agreed to issue Peterhouse Broker Warrants to subscribe for new Ordinary Shares, exercisable at the Subscription Price equal to 2% of the Enlarged Share Capital of the Company, equating to 60,144 Broker Warrants, upon approval of the Resolutions, valid for a period of 5 years.
Neither the Subscriber Warrants nor the Broker Warrants will be admitted to trading on the NEX Exchange Growth Market.
7. Use of Proceeds
The proceeds of the Subscription will be used for general working capital purposes and to further the Company’s existing Investment Strategy in the oil and gas and base and precious metals sector.
8. Dis-application of pre-emption rights and authority to allot shares
In order to facilitate the proposed Subscription, as described above and to enable the Company to raise further funds to implement its intended Investment Strategy with minimal limitations, it is necessary for the Directors to seek authority from Shareholders at the General Meeting pursuant to the Companies Act 2006 to, inter alia, issue the Subscription Shares and to issue further shares for cash. The Directors may look to raise additional funds for the Company following the General Meeting, subject to any necessary resolutions being approved by Shareholders.
Full details of the authorities the Directors are seeking at the General Meeting are set out in the attached notice of General Meeting.
9. Change of Name
Subject to Shareholders’ approval of the Proposals, it is proposed that the name of the Company be changed to IamFire plc.
New share certificates will be issued to Shareholders holding Ordinary Shares following the Share Consolidation and Share Sub-division and will display the Company’s new name.
If Resolution 6 is approved, the change of name will be effective once Companies House has issued a new certificate on the change of name. This is expected to occur on or around 18 October 2019, being the day of the General Meeting. The tradeable instrument display mnemonic (“TIDM”) of the Company is expected to change to FIRE effective from 7.00 a.m. on 14 October 2019.
10. Proposed Directors
Subject to the Resolutions being passed, it is proposed that immediately following the General Meeting, Jeremy Ross will join the Board as a Non-Executive Director and Burns Singh Tennent-Bhohi will join the board as Executive Director. Dr. Allen Zimbler, Alan Golding, James Negaard and Darren Hopkins will resign from office with no compensation for loss of office, and will waive all claims against the Company under their appointment letters. Noel Lyons will remain on the Board as a Non-Executive Director.
Burns Singh Tennent-Bhohi (aged 26) – Executive Director
Mr S.T.Bhohi is the founder/CEO and Director of Glenpani Capital Group, a London UK based private venture capital business with a specific focus on the evaluation and augmentation of distressed-asset opportunities and private-transaction/investment origination. The group has an international network that include; corporate brokers/financiers, investment bankers, merchant banks, project-level financiers, asset-banks and technical teams. Mr S.T.Bhohi and Glenpani frequently cornerstone-invest, originate transactions and provide consultancy services to NEX, AIM, TSX-V, & ASX companies. A graduate of the University of Glasgow with a degree in Economics & Social Sciences, he also serves numerous roles in management or as a board member. Current Directorships include, Forum Energy Metals Corp, listed on the TSX-V:FMC. Forum this year executed a $30,000,000 project-earn-in agreement with Rio Tinto on their Janice Lake Sedimentary Copper project & Director/Co-Founder of Eurocann International plc, listed on NEX: BUD.
Jeremy Ross (aged 43) - Non-Executive Director
Jeremy Ross has over 20 years of experience in capital markets and marketing for small to mid-cap sized mining, cannabis, and technology companies. Mr. Ross is a director of Speakeasy Cannabis a publicly traded company he took public in 2018, Canadas largest outdoor grow cultivator. He was a Director of Fission Uranium Corp TSX from 2013 to 2017, as well as the Corporate Development Consultant for Fission Energy when it was named a Top 50 TSX-V company for its performance. Mr. Ross was the head of corporate development for Able Auctions and Smart Tire systems, both of which graduated from the OTC-BB to the Amex stock exchange (NYSE). Mr. Ross currently holds multiple board positions with TSX, TSX.V & CSE listed companies. Mr Ross is on the Board/Co-Founder of, Eurocann International plc, listed on the NEX: BUD.
Together, Mr S.T.Bhohi & Mr Ross have founded, LonCad, a private venture capital business that is focused on connecting international capital markets with the NEX-Exchange. They believe the NEX-Exchange represents a huge opportunity for companies seeking to access both venture capital and a UK-listing and are excited by the opportunity, Karoo Energy represents.
In addition to the proposed directorships of the Company, the Proposed Directors hold or have held the following directorships (including directorships of companies registered outside of England and Wales), or have been a partner in the following partnerships within the five years prior to the date of this Document:
| Director |
Current Directorships/ Partnerships |
Past Directorships/Partnerships |
|
|
|
| Jeremy Ross |
Canex Energy Corp. |
Fission Uranium Corp. |
|
Catalina Gold Corp. |
Fission 3.0 Corp. |
|
Eurocann International plc (NEX: BUD) |
|
|
|
|
|
|
|
| Burns Singh Tennent-Bhohi |
Botsjuana Limited |
VNS Global Limited |
|
DVYH196 Limited |
|
|
Eurocann International plc (NEX: BUD) |
|
|
Forum Energy Metals Corp. (TSX-V:FMC) |
|
|
Glenpani Capital Limited |
|
|
Glenpani Capital group Limited |
|
|
GPC 101 Limited |
|
|
Loncann Limited |
|
|
Lincoln Road |
|
|
Loncad Limited |
|
|
Loncad Holdings Limited |
|
|
Tomas Capital Limited |
|
|
VNS Global Limited |
|
|
1-04 Tide Capital Limited |
|
There is no further information that is required to be disclosed pursuant to Appendix 1, Table A, paragraph 5.1.2 of the NEX Exchange Growth Market – Rules for Issuers.
11 Share certificates
New share certificates will be issued in respect of the new Ordinary Shares (following the share consolidation and share sub-division) held in certificated form and new share certificates will be issued in the name of IamFire plc.
12 General Meeting
There is attached to this Document the notice convening a General Meeting of the Company to be held at the offices of Peterhouse Capital Limited at 3rd Floor, 80 Cheapside, London, EC2V 6EE, at 10:30 a.m. on 11 October 2019 at which the Resolutions will be proposed to, inter alia, approve the Proposed Directors, to give the Directors authority to issue the New Ordinary Shares, to approve the Disposal and to change the name of the Company. A summary of the Resolutions is set out below. Please note that unless all of the Resolutions are passed the Proposals outlined in this Document will not proceed.
At the General Meeting, the following Resolutions will be proposed, of which resolutions 1 to 5 will be proposed as ordinary resolutions and resolutions 6 and 7 will be proposed as special resolutions:
Resolution 1 - which will be proposed as an ordinary resolution, seeks approval for the Share Consolidation and Share Sub-Division
Resolution 2 - which will be proposed as an ordinary resolution, seeks approval to authorise the Directors to issue shares pursuant to section 551 of the Companies Act 2006
Resolution 3 - which will be proposed as an ordinary resolution, seeks approval for the Disposal
Resolution 4 – which will be proposed as an ordinary resolution, seeks approval for Jeremy Ross to be appointed to the board of the Company
Resolution 5 - which will be proposed as an ordinary resolution, seeks approval for Burns Singh Tennent-Bhohi to be appointed to the board of the Company
Resolution 6 – which will be proposed as a special resolution, seeks approval to change the name of the Company to “IamFire plc” and that the Company’s memorandum and articles of association be amended to reflect such change of name
Resolution 7 – which will be proposed as a special resolution, seeks approval to disapply the statutory pre-emption rights under section 561 of the Companies Act 2006
13 Action to be taken
Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by Neville Registrars, not later than 10:30 a.m. on 9 October 2019, being 2 business days before the time appointed for holding the General Meeting. You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the General Meeting instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.
Recommendation
The independent Non-Executive Director considers the Proposals to be in the best interests of the Company and the Shareholders as a whole and therefore recommend that you vote in favour of the Resolutions, as the Existing Directors intend to do in respect of their own shares.
Yours faithfully,
Noel Lyons
For and on behalf of the Board
Karoo Energy plc
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Publication of this Document |
24 September 2019 |
| Latest time and date for receipt of Forms of Proxy in respect of the General Meeting |
10:30 a.m. on 9 October 2019 |
| Record Date for the General Meeting |
6:00 p.m. on 9 October 2019 |
| General Meeting |
10:30 a.m. on 11 October 2019 |
| Record Date for the Share Consolidation and Share Sub-Division |
6:00 p.m. on 11 October 2019 |
| Disposal, Share Consolidation and Share-Subdivision becomes effective |
14 October 2019 |
| Despatch of definitive certificates for Ordinary Shares in certificated form |
w/c 21 October 2019 |
| Issue of the Subscription Shares and admission of these shares to trading on NEX |
On or around 17 October 2019 |
| CREST stock accounts credited with the Subscription Shares in uncertificated form |
On or around 17 October 2019 |
| CREST accounts credited with new Ordinary Shares |
14 October 2019 |
| Proposals and Subscription becomes effective |
11 October 2019 |
SHARE CAPITAL STATISTICS
| Ordinary Shares of £0.0025 pence each in issue as at the date of the Document |
204,734,976 |
| Ordinary Shares of £0.0025 pence each in issue after the Share Consolidation and Share Sub-Division (based on the issued share capital stated above) |
2,047,350 |
|
New Ordinary Shares to be issued pursuant to the Subscription
| Subscriber Warrants to be issued pursuant to the Subscription |
|
5,958,333
5,958,333 |
| Broker Warrants to be issued on completion of the Subscription |
160,114 |
| Enlarged Share Capital |
8,005,683 |
| Subscription Shares as a percentage of the Enlarged Share Capital |
74.43% |
| Fully diluted number of Ordinary Shares in issue following the Proposals set out in this Document |
13,964,016 |
| Subscription Price |
£0.024 |
| Gross proceeds of the Subscription |
£143,000 |
| Estimated net proceeds of the Subscription |
£92,500 |
DEFINITIONS
The following definitions apply throughout this Circular unless the context requires otherwise:
| “Act” |
the Companies Act, as amended |
| “Admission” |
| admission of the Subscription Shares to trading on the NEX Exchange Growth Market, which is expected to become effective on 17 October 2019 |
|
| “AIM” |
the market of that name operated by the London Stock Exchange; |
| “Articles” or “Articles of Association” |
the articles of association of the Company from time to time; |
| “Board” or “Directors” |
the directors of the Company at the date of this Document whose names are set out on page 5 of this Document; |
| “Broker Warrants” |
the warrants to be granted to Peterhouse to subscribe for 2% of the Enlarged Share Capital of the Company, subject to approval of all Resolutions being passed, exercisable at the Subscription Price for up to 5 years; |
| “Business” |
Investment Vehicle in the oil and gas sector; |
| “Circular” or “Document” |
this document and its contents; |
| “Company” or “Karoo” |
Karoo Energy plc, a company registered in England and Wales with registered number 07603259; |
| “Deferred Shares” |
the deferred shares of £0.2475 each in the capital of the Company to be created by the Share Sub-Division; |
| “Disposal” |
the proposed sale of the 93.475% shareholding of Equatorial Oil and Gas, and its wholly-owned subsidiary, Tamboran Botswana, to Noel Lyons; |
| “Enlarged Share Capital” |
the issued ordinary share capital of the Company, as enlarged by the issue of the Subscription Shares; |
| “Equatorial Oil and Gas” or “EOAG” |
Equatorial Oil and Gas plc, a company incorporated in England and Wales with registered number 07965227, whose registered office is at 2nd Floor, Bentinck Street, London W1G 2EA; |
| “Existing Shareholders” |
holders of Ordinary Shares at the time of the General Meeting; |
| “Existing Directors” |
the current directors as at the date of this Document; |
| “FCA” |
the Financial Conduct Authority; |
| “Form of Proxy” |
the form of proxy accompanying the Circular for use at the General Meeting; |
| “General Meeting” |
the General Meeting of Shareholders to be held at 10:30 a.m. on 11 October 2019 at the offices of Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE; |
| “Group” |
the Company and the Subsidiaries as at the date of this Document; |
| “Investment Strategy” |
the existing investment strategy of the Company as required by the NEX Exchange Rules; |
| “NEX Exchange” |
NEX Exchange Limited, a recognised investment exchange under section 290 of FSMA; |
| “NEX Exchange Growth Market” |
the primary market for unlisted securities operated by NEX Exchange; |
| “NEX Exchange Rules” |
the NEX Exchange Growth Market Rules for Issuers, which set out the admission requirements and continuing obligations of companies seeking admission to and whose shares are admitted to trading on the NEX Exchange Growth Market; |
| “Official List” |
the Official List of the UK Listing Authority; |
| “Ordinary Shares” |
ordinary shares of £0.0025 each in the capital of the Company, following the Share Consolidation and Share Sub-Division; |
| “Peterhouse” |
Peterhouse Capital Limited, a company incorporated in England and Wales with company number 02075091 (authorised by the FCA with firm reference number 184761); |
| “Proposals” |
The proposals set out in this Circular, whereby Shareholders are being asked to consider and, if thought fit, approve namely (i) the terms of the Disposal, (ii) the change of name of the Company to IamFire plc, (iii) Share Consolidation and (iv) Share Sub-Division; |
| “Proposed Directors” |
those persons whose names are set out on page 5 of this Document, whose appointment as directors of the Company is
conditional upon Admission; |
| “Resolutions” |
the resolutions set out in the notice of General Meeting contained within the Circular; |
| “Shareholders” |
holders of Ordinary Shares in the Company from time to time; |
| “Share Consolidation” |
the consolidation of the Company’s share capital in
accordance with Resolution 1; |
| “Share Sub-Division” |
the subdivision of the Company’s share capital in
accordance with Resolution 1; |
| “SPA” |
the conditional share sale and purchase agreement made between Noel Lyons and the Company in respect of the Disposal, to be entered into; |
| “Sterling” or “£” |
the lawful currency of the UK; |
| “Subscriber” |
the subscribers for the Subscription Shares; |
| “Subscriber Warrants” |
the warrants to be granted to the Subscribers to subscribe for one new Ordinary Share for every one Ordinary Share subscribed for pursuant to the Subscription at a post-consolidation price of £0.048 per Ordinary Share with a life to expiry of, 3-years from Admission. Should the Subscriber exercise the warrants in full within 12-months of issue, the Subscriber shall receive a replacement warrant with a post-consolidation exercise price of £0.10 per ordinary share with a life to expiry of 3-years from grant. Further details can be found in paragraph 6 of the Non-Executive Director’s letter to Shareholders; |
| “Subscription” |
the conditional subscription of the Subscription Shares at the Subscription Price; |
| “Subscription Price” |
£0.024 per new Ordinary Share; |
| “Subscription Shares” |
the £5,958,333 new Ordinary Shares to be issued by the Company pursuant to the Subscription; |
| “Subsidiaries” |
together, EOAG and its subsidiary, Tamboran Botswana; |
| “Tamboran Botswana” |
Tamboran Botswana (Pty) Limited, a company incorporated in Botswana with registered number CO2013/4932, whose registered office address is at Plot 64518, Fairgrounds Office Park, P.O. Box 211008, Bontleng, Gaborone, Botswana; |
| "UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland; |
