THIS DOCUMENT IS IMPORTANTAND REQUIRES YOUR IMMEDIATEATTENTION.It contains the resolutionsto be votedon at the GeneralMeetingto be held at 10.00a.m. on 2 November2020 at the officesof the Companyat First Floor,NewmarketHouse, Market Street, Newbury,Berks, RG14 5DP,United Kingdom. If you are in any doubt about the contentsof this documentor the actionyou shouldtake,you are recommendedto seek yourown financialadvice immediatelyfrom your stockbroker,bank manager,solicitor,accountantor other independentfinancialadviser who is authorisedunder the FinancialServicesand MarketsAct 2000.

If you have sold or otherwisetransferredall of your Ordinary Shares, please immediatelyforwardthis document to the purchaser or transferee, or to the stockbroker,bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or transferred only part of your registered holding of Ordinary Shares, you should retain this document and any accompanyingdocuments. Such documents should, however,not be forwardedto or transmittedinto any jurisdictionoutside of the UK. Any failure to comply with such restrictionmay constitutea violationof the securitieslaws of any such jurisdiction.If you have sold only part of yourholdingof OrdinaryShares,pleasecontactyourstockbroker,bank or otheragentthroughwhom the sale or transferwas effectedimmediately.

Zephyr Energy plc

(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 04573663)

Notice of General Meeting

Your attention is drawn to the letter from the Chairman of the Company,which is set out on pages 6 to 9 of this document, which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting referredto below.

The Notice of the GM of the Company, to be held at the offices of the Company at First Floor, Newmarket House, Market Street, Newbury,Berks, RG14 5DP, United Kingdom on 2 November 2020 at 10.00 a.m., is set out at the end of this document. You will not receive a Form of Proxy for the GM in the post. Instead, you will find instructions in the section entitled "Notes" in the Notice of Meeting to enable you to vote electronicallyand how to register to do so. To register,you will need your investor code, which can be found on your share certificate. Shareholders may request a paper form of proxy from our Registrar,Link Asset Services, if they do not have access to the internet. Proxy votes should be submitted as early as possible and in any event by no later than 10.00 a.m. on 29 October 2020 (or, in the case of an adjournment, no later than 48 hours (excludingnon-workingdays) before the time fixed for the holding of the adjourned meeting). Shareholderswishing to vote on any of the mattersof businessare stronglyurged to do so via electronic voting, details of which are set out in the Notice of Meeting. Due to COVID-19restrictions, no Shareholderswill be permittedaccess to the meeting. The meeting will be conductedwith the minimum necessary quorum of two Shareholderspresent in person or by proxy.

This document does not constituteor form part of any offer or instructionto purchase,subscribe for or sell any shares or other securities in the Company in any jurisdiction in which such offer or instruction would be unlawful nor shall it or any part of it or the fact of its distributionform the basis of, or be relied on in connectionwith any contracttherefor. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document and/or any accompanying documents comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

FORWARD-LOOKINGSTATEMENTS

This documentincludes"forward-lookingstatements"which includesall statementsother than statementsof historical fact, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectivesof managementfor future operations,or any statementsprecededby,followedby or that include the words "targets", "believes","expects","aims", "intends", "will", "may", "anticipates","would, "could" or similar expressionsor negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyondthe Group'scontrolthat could cause the actual results,performanceor achievementsof the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group'spresentand futurebusinessstrategiesand the environmentin which the Groupwill operatein the future.These forward-looking statements speak only as at the date of this document. The Company expressly disclaims any obligationor undertakingto disseminateany updates or revisionsto any forward-lookingstatementscontainedherein to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstanceson which any such statementsare based unless required to do so by applicable law or the AIM Rules.

CONTENTS

Page

EXPECTED TIMETABLEOF PRINCIPAL EVENTS ............................................................................................

3

PLACING STATISTICS............................................................................................................................................

3

DEFINITIONS ..................................................................................................................................................................

4

LETTER FROM THE CHAIRMAN OF THE COMPANY ....................................................................................

6

NOTICE OF THE GENERAL MEETING ............................................................................................................

10

2

EXPECTED TIMETABLEOF PRINCIPALEVENTS

Publication and posting to Shareholders of this document

16

October 2020

Admission of the First Placing Shares to trading on AIM

23

October 2020

CREST member accounts expected to be credited for the First

Placing Shares in uncertificated form (where applicable)

23

October 2020

Latest time and date for receipt of proxy voting instruction

10.00 a.m. on 29

October 2020

General Meeting

10.00 a.m. on 2

November 2020

Admission of the Second Placing Shares to trading on AIM

3

November 2020

CREST member accounts expected to be credited for the Second

Placing Shares in uncertificated form (where applicable)

3

November 2020

Despatch of definitive share certificates for First Placing Shares

and Second Placing Shares, as applicable

by 16

November 2020

Notes:

  1. References to times in this document are to London time (unless otherwise stated).
  2. The dates set out in the timetable above may be subject to change.
  3. If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to a regulatory information service.

PLACING STATISTICS

Placing Price

0.55 pence

Number of Existing Ordinary Shares

287,11 1,606

Total number of Placing Shares

409,090,909

Enlarged Share Capital following the Placing

696,202,5 1 5

Percentage of the Enlarged Share Capital comprised by the Placing Shares

59 per cent.

Estimated gross proceeds of the Placing

£2.25 million

Estimated net proceeds of the Placing

£2.10 million

3

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

"Act"

the Companies Act 2006 (as amended);

"AIM"

the market of that name operated by the London Stock

Exchange;

"AIM Rules"

the AIM Rules for Companies published by the London

Stock Exchange (as amended from time to time);

"AllenbyCapital"

Allenby Capital Limited, a private limited company

incorporatedin England & Wales under registerednumber

06706681, the Company's nominated adviser;

"Board" or "Directors"

the directors of the Company as at the date of this

document, whose names are set out on page 6 of this

document;

"Broker Warrants"

the warrants to be granted to TPI, for its services as

Placing agent, to subscribe for 70,249,091 new Ordinary

Shares, of which 19,881,818 will be exercisable at the

Placing Price and 50,367,273 will be exercisable at a price

of 0.6875 pence per share, all exercisablefor two years at

any time from the date of grant;

"Certificated" or in "Certificated

a share or security which is not in uncertificated form (that

Form"

is, not in CREST);

"Company" or "Zephyr"

Zephyr Energy plc, a public limited company incorporated

in England & Wales under registered number 04573663;

"CREST"

the computerised settlement system (as defined in the

CREST Regulations) operated by Euroclear UK & Ireland

Limited which facilitates the transfer of title to shares in

uncertificated form;

"EGI"

the University of Utah's Energy & Geoscience Institute;

"EnlargedShare Capital"

the issued ordinary share capital of the Company on

Second Admission, comprising the Existing Ordinary

Shares and the Placing Shares;

"Existing Ordinary Shares"

the 287,111,606 Ordinary Shares in issue at the date of this

document;

"First Admission"

the admission to trading on AIM pursuant to rule 6 of the

AIM Rules of the First Placing Shares;

"First Placing Shares"

the 200,000,000 Placing Shares to be issued, subject to

First Admission and the Placing Agreement not being

terminated prior to First Admission;

"General Meeting" or "GM"

the general meeting of the Company convened for

10.00 a.m. on 2 November 2020, notice of which is set out

at the end of this document;

"Group"

the Company together with its Subsidiaries (as defined in

the Act) as at the date of this document;

"London Stock Exchange"

London Stock Exchange plc;

4

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Zephyr Energy plc published this content on 16 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 October 2020 09:09:09 UTC