5th Aug 2013 07:01
5 August 2013
UMC Energy PLC
("UMC Energy", or the "Company")
Proposed Capital Reduction and Re-domicile to the Cayman Islands
UMC Energy is pleased to confirm, subsequent to the announcement on 14 January 2013, that the Company is now proceeding with proposals, approved by the board of directors of UMC Energy, to re-domicile the Group's holding company from the United Kingdom to the Cayman Islands (the "Re-domicile").
Following a detailed review of the Group's corporate structure, the Directors have determined that there are considerable commercial benefits in having the Group's holding company's jurisdiction external to the United Kingdom and, accordingly, it would be in the Group's and its shareholders' best interests to seek to proceed with the Re-domicile. UMC Energy therefore intends to change its corporate structure by putting in place a new holding company, UMC Energy Corporation.
It is proposed that the Re-domicile will be effected by way of a capital reduction (the "Capital Reduction"), which is conditional on shareholder approval and confirmation from the Companies Court in London (the "Court"). If the Capital Reduction becomes effective, existing shareholders in the Company will receive one share in a new company, UMC Energy Corporation (the "New UMC Shares") for each share they hold in UMC Energy. The New UMC Shares are then expected to be admitted to trading on AIM and the shares in UMC Energy ("Existing UMC Shares") and their admission to AIM will be cancelled. UMC Energy Corporation will replace UMC Energy as the holder of all of UMC Energy's assets and liabilities and UMC Energy Corporation will become the ultimate holding company of the UMC Energy Group.
Shareholders of the Company who have elected not to receive electronic communications are today being sent a circular (the "Circular") convening a General Meeting of the Company ("GM") to be held at 9.30 a.m. on 29 August 2013 to approve the proposals relating to the Re-domicile. The Circular is also available for download on the Company's website: www.umc-energy.com.
The Circular sets out details of the Re-domicile and Capital Reduction in full, together with the notice of GM and also includes additional information in connection with the New UMC Shares in accordance with Schedule One and the supplement to Schedule One to the AIM Rules.
Subject to shareholders approving the proposals at the GM, it is anticipated that a Court hearing to confirm the Capital Reduction will be held on 18 September 2013, and that the last day for dealings in the Existing UMC Shares will be 18 September 2013, with the cancellation of the Existing UMC Shares and the admission of the New UMC Shares occurring at 7.00 a.m and 8.00 a.m. on 19 September 2013, respectively.
Such timetable may be subject to change and a further announcement will be made in due course, as appropriate.
-ENDS-
Enquiries:
UMC Energy Plc Chrisilios Kyriakou, Chairman Laurence Read, Corporate Development Officer
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+44(0) 20 3289 9923 |
Strand Hanson Limited (Nominated Adviser) Angela Hallett / James Spinney
| +44 (0) 20 7409 3494
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Shore Capital Stockbrokers Limited (Joint Broker) Jerry Keen / Stephane Auton / Patrick Castle
| +44 (0)20 7408 4090 |
HD Capital Partners LLP (Joint Broker) Philip Haydn-Slater / Paul Dudley | +44 (0) 20 3551 4870
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