CONTACT
OVERVIEW AND GUIDANCE ON HOW TO EXCHANGE SHARES AS PART OF THE 2021

INTERNAL REORGANISATION

OVERVIEW

Jadestone is pursuing an internal reorganisation which will result in a new UK-based parent company for the group.  The Company announced this plan on 1 February 2021, provided an update on the process on 17 March 2021 and again on 22 March 2021, and announced the publication of certain related documents on 25 March 2021.  Jadestone expects the process to be completed on or around 26 April 2021.

On 22 March 2021 the Company posted to shareholders a notice of a special meeting to be held on 20 April 2021.  This notice included a management information circular (“Circular”) that explains the matters to be considered at that special meeting.  Among other things, shareholders will be asked to vote on the proposed internal reorganisation, and the proposal needs to achieve a For vote of not less than 66⅔% of votes cast.

The Company believes the internal reorganisation is in the best interest of shareholders, and creates efficiencies, direct cost savings, and the opportunity to optimise its tax structure.  Shareholders are strongly encouraged to read the Circular and to vote For the proposed internal reorganisation.

The internal 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 internal reorganisation will not result in a change in the management of any of the Jadestone Group’s companies or assets.

The internal reorganisation is being conducted for the reasons stated above, and described in further detail in the Circular, and is not specific to, or driven by, considerations specific to any individual country of operation of Jadestone Energy Inc., including Australia, Indonesia, Vietnam or the Philippines, and as such any impact on specific assets owned by Jadestone Energy Inc., in any of these countries, is purely incidental to the above rationale.

EXCHANGING SHARES

Assuming the internal reorganisation receives the necessary court approvals and is approved by not less than 66⅔% of shareholder votes cast at the special meeting, shares in the existing company Jadestone Energy Inc. will be exchanged on a one-for-one basis for shares in the new parent company Jadestone Energy Plc, and those new shares will be admitted to trading on AIM in the UK.

The process to exchange shares in Jadestone Energy Inc. for shares in Jadestone Energy Plc depends on the form in which current shareholders hold their current shares in Jadestone Energy Inc.  The process is described in detail in the Circular and summarised here for convenience.

All Jadestone Energy Inc. shares are currently 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.

(i) Depositary Interests held through CREST in the UK

Most shareholders in Jadestone Energy Inc. hold their shares in this way, as depositary interests on the UK’s CREST system.

These shareholders are typically:

  • 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.

 

What to expect

Shares in the new UK-based parent company, Jadestone Energy Plc, will be 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 or about 26 April 2021.

 

What you need to do

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.

(ii) 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
  • 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.

 

What to expect

For these shareholders, your current Jadestone shares will be cancelled and your broker will be 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.  As paper share certificates are not tradeable in CREST, shareholders of this type should consider taking one of the following actions (action A is the strongly recommended approach):

 

A.  Request that your broker pre-empt this process by first transferring your existing holdings into depositary interests held in CREST in the UK, prior to 23 April 2021.  At that point, the shareholder is no longer a beneficial shareholder, with shareholdings held by a broker in CDS in Canada, but have now become a shareholder holding their shares as depositary interests on the UK’s CREST system.Accordingly, you can thereafter follow the process described in the column under category (i).  This approach is strongly recommended, versus action B or action C below.  Brokers may refer to Jadestone’s announcement dated 12 March 2020 for instructions on how to effect an electronic transfer of depositary interests from CDS to depositary interests on the UK’s CREST system.  Brokers should also refer to the forthcoming CDS bulletin that will alert them to the reorganisation and instruct them on next steps;

 

B.  Contact your broker to make arrangements for them to receive the new paper share certificates and have them deposited as shares into a CREST account in the UK.  For assistance with this process prior to the reorganisation, brokers should contact Computershare Investor Services Inc, the Company’s transfer agent in North America on +1 (888) 838-1405 from within North America or +1 (514) 982-7555 from elsewhere.  After the reorganisation, 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

 

C.  Prior to the reorganisation, contact your broker to arrange for you to take possession of your shares in physical form, and refer to the instructions for registered shareholders with paper certificates or an electronic equivalent held under Canada’s DRS in the column under category (iii).  This option should only be taken if your broker is unable to pursue actions A or B, above, which would usually occur if the broker is unable to hold AIM-listed shares in their client accounts.  In order for your shares to become tradeable through CREST, 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.

(iii) 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
  • 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.

 

What to expect

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.

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