Business
Proposed Merger and Notice of General Meeting
Proposed Merger and Notice of General Meeting.
About this update from Caspian Sunrise Plc
[{"type":"text","content":"\n \nRNS Number : 8636X Roxi Petroleum Plc 27 February 2017 \n\n \nRoxi Petroleum Plc\n \nRoxi Petroleum plc (\"Roxi\" or the \"Company\")\n \n \nPROPOSED MERGER IN RESPECT OF THE COMPANY'S ERAGON ASSETS\n \nAPPROVAL OF WAIVER OF OBLIGATIONS UNDER RULE 9 OF THE CITY CODE\n \nCHANGE OF NAME\n \nAND\n \nNOTICE OF GENERAL MEETING\n \n \nRoxi, the Central Asian oil and gas company, with a focus on Kazakhstan, is pleased to announce that it will shortly be posting to Shareholders a Circular regarding a proposed merger in respect of the Company's Eragon Assets. The Circular also provides details regarding the proposed Conversion of the outstanding $10,100,525 of Vertom Loan Notes into Roxi Ordinary Shares.\n \nThe Independent Directors and the Baverstock Quotaholders have, subject to independent Roxi Shareholder approval and regulatory consent, agreed to merge Roxi's and Baverstock's interests in Eragon, which holds an indirect 99% interest in the Company's principal asset, BNG.\n \nThe Merger is to be achieved by Roxi increasing its effective shareholding in Eragon from 59% to 100%, thereby increasing Roxi's interest in the BNG contract area from 58.41% to 99%.\n \nSubject to the terms and conditions of the Merger Agreement, Roxi has agreed to allot 651,436,544 new Ordinary Shares to Baverstock. A further 80,804,200 Conversion Shares are to be issued to Kuat Oraziman pursuant to the Conversion of Vertom Loan, as detailed below. Together these new Ordinary Shares will represent 43.86% of the Company's Enlarged Share Capital.\n \nClive Carver, Chairman of Roxi commented:\n \n\"The proposed merger has been longed planned and once completed will bring 99% of our principal asset BNG under our direct control removing any funding constraints associated with maintaining the current structure.\n \nAdditionally the capitalisation of some $10 million of debt would not only make the group essentially debt free but also demonstrates the continued belief and commitment of the Companies leading investors to it ultimate success.\n \n \nComments:\n \nRoxi Petroleum plc ...