Jadestone Energy Inc. (JSE) ("Jadestone"), an independent oil and gas production company focused on the Asia Pacific region, is pleased to provide an update on the Company's proposed internal reorganisation (the "Reorganisation") to effect a re-domicile to the United Kingdom, with the effect that a newly incorporated English company Jadestone Energy Plc ("Jadestone Plc") will become the ultimate holding company of the Jadestone group of companies (the "Jadestone Group").
The Reorganisation will not result in a change in control in the ultimate holding company of the Jadestone Group and, accordingly, will not result in a change in control in the ultimate shareholding in any of the companies or assets of the Jadestone Group. Further, the Reorganisation will not result in a change in the management of any of the Jadestone Group's companies or assets.
In connection with the Reorganisation, the Company will send today to shareholders of Jadestone ("Shareholders") a management information circular (the "Circular") setting out the details of the Arrangement Agreement that will effect the Reorganisation (the "Arrangement Agreement"), and containing a notice of special meeting of Jadestone (the "Meeting"). The Company will also send today to Shareholders an AIM Schedule One announcement and appendix ("AIM Schedule One Announcement") in connection with the Reorganisation. The Circular and the AIM Schedule One Announcement have been uploaded to the Company's website, www.jadestone-energy.com .
The Meeting will be held at Jadestone's head office located at 3 Anson Road, #13 Springleaf Tower, Singapore and by teleconference whereby Shareholders may attend the Meeting via dial-in on 20 April 2021 at 8.00 a.m. (UK time). At the Meeting, Shareholders will be asked to approve the Reorganisation and its implementation by way of a British Columbia, Canada, court-approved plan of arrangement (the "Arrangement"). The Arrangement must be approved by not less than 66? per cent of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.
Assuming the Reorganisation is approved by Shareholders and the required court approval is obtained, shares in the Company will be replaced on a one-for-one basis with shares in Jadestone Plc. The process for exchanging to shares in Jadestone Plc is described in detail in the Circular and further information can be found on the Company's website .
Jadestone Plc will have its head office in Singapore and its registered office at Suite 1, 3rd Floor 11 - 12 St James's Square, London, United Kingdom, SW1Y 4LB .
These dates are subject to change, pursuant to the terms of the Arrangement Agreement, and the approval of the London Stock Exchange Plc with respect to the relevant admission date and cancellation date.
Notice of the Arrangement closing, including the effective time of the Arrangement, and the admission of Jadestone Plc Shares to trading and the cancellation of the Company's shares to trading will be announced through a news release.
Maari Acquisition Long Stop Date
Jadestone remains committed to its acquisition of a 69% operated working interest in the Maari asset (the "Maari Interest"), offshore New Zealand. The transaction has achieved several key milestones with regard to regulatory approvals, and the Company continues to focus on securing Ministerial consent.
Both Jadestone and the seller remain highly supportive of this transaction, and have agreed to a further extension of the long stop date for the transaction to 30 June 2021. Despite the longer period to closing the deal, the effective date remains 1 January 2019, meaning Jadestone will ultimately receive all economic benefits of the Maari Interest from that date.