Circular and Notice of General Meeting

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Gulfsands Petroleum plc (“Gulfsands” or the “Company“, the “Group”), the oil and gas company focused on material growth in the Middle East and broader MENA region, is pleased to announce that a Circular (which comprises a Notice of General Meeting) has been published and is available to download from the Company’s website www.gulfsands.com.

A letter has been dispatched to all shareholders explaining the arrangements for the General Meeting and the resolutions to be proposed, together with a hard copy of the Circular to any shareholders who have elected to receive it. The Circular is also available from the Company’s registered office at 8 Bishopsgate, London, EC2N 4BQ.

General Meeting (“GM”)

The Company’s GM will be held at 8 Bishopsgate, London, EC2N 4BQ on Thursday, 18 December at 11.00 am.

Share Capital Reorganisation (“Share Capital Reorganisation”)

The business of the GM is to consider proposals for a Share Capital Reorganisation of the Company, which has the effect of a “1 for 20” share consolidation of the issued 902,701,656 ordinary shares of £0.01 each in the capital of the Company (“Existing Ordinary Shares“).

The Share Capital Reorganisation is proposed in two stages as follows:

  • Consolidation: the proposed consolidation of every 200,000 Existing Ordinary Shares, whether issued or unissued, into one ordinary share of £2,000 each (a “Consolidated Ordinary Share“). Any resulting fractions arising from such consolidation (“Fractional Entitlements“) are proposed to be dealt with in such manner as the Directors determine in accordance with the Articles (as more fully explained in the Circular);

Immediately followed by:

  • Subdivision: subject to the Consolidation, the proposed subdivision of each Consolidated Ordinary Share into 10,000 new ordinary shares of £0.02 each (“New Ordinary Shares“) and 10,000 new deferred shares of £0.18 each (“New Deferred Shares“), such New Ordinary Shares having the same rights and being subject to the same restrictions as the Existing Ordinary Shares as set out in the Articles and such New Deferred Shares having the same rights and being subject to the same restrictions as the existing deferred shares of £0.047142865 each in the capital of the Company as set out in the Articles..

The Company estimates that, subject to shareholders approving the Share Capital Reorganisation, approximately 45,140,000 New Ordinary Shares will be in issue. Pursuant to the Share Capital Reorganisation each New Ordinary Share shall have the same beneficial interest as twenty Existing Ordinary Shares and will be distributed such that each Shareholder’s proportional voting rights and beneficial interests will remain unchanged.

If the Share Capital Reorganisation is approved at the GM, a sale of Fractional Entitlements is expected to be held after the GM through the Asset Match platform – details of which are set out in the Circular and additional details of which will be announced in due course.

The Directors of Gulfsands believe that the Share Capital Reorganisation is an important step in preparing the Company for future delivery of its corporate strategy. The Directors consider that the Share Capital Reorganisation will promote the success of the Company for the benefit of the shareholders as a whole. Accordingly, the Directors recommend that shareholders vote in favour of the resolutions to be proposed at the GM, as they have indicated to do in respect of their own holdings.

The Circular contains important information and requires the immediate attention of shareholders. If shareholders are in any doubt about the contents of the Circular or the action they should take, shareholders are recommended to seek their own independent financial advice from a stockbroker, bank manager, solicitor, accountant or financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended). If any shareholders are based outside the UK, they should immediately consult an appropriately authorised independent financial adviser.

For further information, please refer to the Company’s website at www.gulfsands.com or contact:

Gulfsands Petroleum Plc +44 (0)20 3026 3919

Michael Kroupeev, Non-Executive Chairman

John Bell, Managing Director Andrew Morris, Finance Director

Certain statements included herein constitute “forward-looking statements” concerning the Company within the meaning of applicable securities legislation. These forward-looking statements are based on certain assumptions made by Gulfsands and as such are not a guarantee of future performance. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond Gulfsands’ ability to control or estimate precisely, such as general economic and market conditions in various countries and regions, political risks, environmental and physical risks, legislative, fiscal and regulatory developments, drilling and production results, reserves estimates, changes in demand for Gulfsands’ products, increased costs of production or price fluctuations in crude oil and natural gas. Gulfsands cannot give any assurance that such forward-looking statements will prove to be correct. Gulfsands does not undertake any obligation to update or revise publicly any forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except as required by applicable laws.

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