Jadestone has 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, 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.
Shareholders voted in support of the reorganisation on 20 April 2021, with approximately 100.0% of shares voted in favour, and 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 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.
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 was conducted for the reasons stated above, as described in further detail in the Company’s Management Information Circular (the “Circular”), which was posted to shareholders on 22 March 2021, 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.
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 current shareholders hold their current shares 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.
Most shareholders in Jadestone Energy Inc. held their shares in this way, as depositary interests on the UK’s CREST system.
These shareholders are typically:
What to expect
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.
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.
These are shareholders who hold their share interests by way of a broker, and whose shares are housed within CDS.
These shareholders are typically:
What to expect
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:
A. 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
B. 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 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:
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.
