Internal Reorganisation
Internal Reorganisation
In 2021, Jadestone completed an internal reorganisation which resulted in a new UK-based parent company for the group, Jadestone Energy plc. The Company announced this plan on 1 February 2021 and shareholders voted in support of the reorganisation on 20 April 2021. The Company received court approval of the reorganisation on 23 April 2021. Along with completion of the internal reorganisation, shares in Jadestone Energy plc were admitted to trading on AIM on 26 April 2021.
The internal reorganisation did not result in a change in control in the ultimate holding company of the Jadestone Group and, accordingly, did not result in a change in control in the ultimate shareholding in any of the companies or assets of the Jadestone Group. Further, the internal reorganisation did not result in a change in the management of any of the Jadestone Group’s companies or assets.
The internal reorganisation is described in further detail in the Management Information Circular (the “Circular”), which was posted to shareholders on 22 March 2021.
Exchanging Shares
Shares in the previous parent company Jadestone Energy Inc. may be exchanged on a one-for-one basis for shares in the new parent company Jadestone Energy plc. The process to exchange shares in Jadestone Energy Inc. for shares in Jadestone Energy Plc depends on the form in which shares were held in Jadestone Energy Inc. The process is described in detail in the Circular and is summarised here for convenience.
All Jadestone Energy Inc. shares were held in one of three ways: (i) depositary interests held through CREST in the UK, (ii) beneficial shareholders holding their interests via a broker in Canada’s Depository for Securities (“CDS”), or (iii) registered shareholders with paper certificates or equivalent under Canada’s Direct Registration System (“DRS”). The process to exchange Jadestone Energy Inc. shares for Jadestone Energy plc shares differs for each of these three forms of shareholding.
Depositary Interests held through CREST in the UK
- Most shareholders in Jadestone Energy Inc. held their shares in this way, as depositary interests on the UK’s CREST system.
- Shareholders who participated in the Company’s US$110 million equity placing in August 2018;
- Shareholders who acquired their shares on the AIM market in the UK since admission on 6 August 2018;
- All shareholders who purchased their shares after 24 March 2020; and
- Any shareholder who has deliberately transferred their holdings from one of the other two categories into UK depositary interests.
Shares in the new UK-based parent company, Jadestone Energy plc, were automatically credited to your account in place of your existing depositary interests, on a one-for-one basis, just prior to the start of the trading of Jadestone Energy plc’s shares on the AIM market on 26 April 2021.
No deliberate action is required on your part. You do not need to send anything to Jadestone, or to our transfer agent, to initiate the exchange of Jadestone Energy Inc. shares for Jadestone Energy plc shares.
Beneficial shareholder, with interests held by a broker on CDS in Canada
These are shareholders who hold their share interests by way of a broker, and whose shares are housed within CDS. These shareholders are typically:
- Individual shareholders who purchased their shares by way of a broker on the TSX-V in Canada;
- Any shareholder who purchased their shares prior to the Company’s admission for trading on AIM on 8 August 2018 (and aside from those shareholders who participated in the Company’s US$110 million equity placing in August 2018); and/or
- Legacy shareholders who may have purchased shares in a predecessor entity to Jadestone by way of a broker, including Allan Resources Ltd, Allan Resources Inc, Fortress Financial Corporation, Fortress Petroleum Inc, Petra Petroleum Inc, or Mitra Energy Inc, prior to 7 December 2016.
For these shareholders, your Jadestone Energy Inc. shares were cancelled and your broker is being mailed a paper share certificate for an equal number of shares in the new UK company, Jadestone Energy plc.
What you need to do
These shareholders should contact their broker immediately, to ensure they are aware of the reorganisation and to discuss how to proceed. In particular, to arrange for one of the following:
- To have the new paper share certificates deposited as shares into a CREST account in the UK. For assistance with this process, brokers should contact Computershare Investor Services plc, the Company’s UK registrar, on +44 (0)370 702 0000. Contact details for Computershare Investor Services plc are also provided by mail with the share certificates; or
- To arrange for you to take possession of your shares in physical form. Please note, in order for your shares to become tradeable through AIM, you will eventually need to make arrangements with a broker that is capable of holding UK shares, and have them deposit the shares into a CREST account in the UK.
Registered shareholder, with paper certificates or equivalent DRS
Registered shareholders are those who are in possession of a paper share certificate or in rare situations, those who have had their certificates replaced with an electronic equivalent interest under Canada’s DRS, and are in possession of monthly DRS advice statements. These shareholders are typically:
- Shareholders who purchased their shares in connection with the Company’s US$110 million equity placing in August 2018 and received a paper share certificate at that time;
- Legacy shareholders who may have been granted or purchased shares in a predecessor company to Jadestone, and were provided a paper share certificate at that time; and/or
- Shareholders who had previously held a Jadestone share certificate but have since opted to have their certificate de-materialised in favour of an equivalent DRS electronic holding.
Registered shareholders will be entitled to receive a paper share certificate in the new UK company Jadestone Energy Plc in exchange for returning their existing shares.
What you need to do
Registered shareholders must submit a Letter of Transmittal to the Company’s Canadian depositary & transfer agent, Computershare Investor Services Inc. at the address below, along with their original share certificates or their most recent DRS advice, in order to receive paper share certificates in Jadestone Energy plc. Registered shareholders must use the template for the Letter of Transmittal, which was included with the Circular mailed out on 22 March 2021. The Letter of Transmittal template includes detailed instructions and an option for the shareholder to specify whether to receive their new share certificates by mail, or to collect them in person from the Company’s depositary, in Toronto. We strongly recommend using a reliable courier service to deliver the Letter of Transmittal, with the original Jadestone Energy Inc. share certificates (or most recent DRS advice).
Addresses for Computershare Investor Services Inc. are:
By hand or by courier:
100 University Avenue, 8th Floor, North Tower,
Toronto ON
M5J 2Y1 Canada
By mail:
P.O. Box 7021
31 Adelaide St E
Toronto ON
M5C 3H2
Canada
Please note, if a registered shareholder fails to submit their existing shares (or most recent DRS advice), along with the Letter of Transmittal, they will not be eligible to receive their shares in the new UK company. In that event, their unclaimed Jadestone Energy plc shares will be held in trust for up to a maximum of six years. Shares in the new UK company will only be provided once a duly completed Letter of Transmittal, along with share certificates (or most recent DRS advice) is received. In order for your shares to become tradeable through CREST, you will need to make arrangements with a broker that is capable of holding UK shares, and have them deposit the shares into a CREST account in the UK.
