Corporate Migration to Jersey

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
This announcement is not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction, including in or into the United States, Canada, Australia, or Japan. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The Board of Upland is pleased to announce that on 15 August 2019 the Company was registered in Jersey (by way of a continuation out of the British Virgin Islands (the “BVI“) and migration into Jersey) (the “Migration“).  The Company’s registration in the BVI is accordingly being cancelled.

Background to and Reasons for the Migration

The Directors made the decision to migrate the Company to Jersey in order to enhance corporate governance. By migrating to Jersey, the Company has become subject to the City Code on Takeovers and Mergers (the “Takeover Code“) and shareholders of the Company now have the benefit of the comprehensive protections that this affords, including the right of equality of treatment.  A copy of the Company’s memorandum and articles of incorporation compliant with Jersey law (the “Memorandum & Articles“) is available on the Company’s website at http://uplandres.com/.

Jersey has been selected as the jurisdiction for the Migration on the basis that it is a jurisdiction which allows a migration (by way of a continuation) of a BVI-incorporated company (which is not possible, for example, with England and Wales) and a jurisdiction where the Takeover Code applies to listed companies.

Effect of the Migration

Following registration in Jersey, the Company is being discontinued, and therefore removed from the Register of Companies, in the BVI.  As a matter of the laws of the BVI, where a company is continued under the laws of a jurisdiction outside the BVI to Jersey:-

  • the Company continues to be liable for all of its claims, debts, liabilities and obligations that existed prior to its continuation as a company under the laws of Jersey;
  • no conviction, judgement, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against the Company or against any member, director, officer or agent thereof, is released or impaired by its continuation as a company under the laws of Jersey;
  • no proceedings, whether civil or criminal, pending by or against the company, or against any member, director, officer or agent thereof, are abated or discontinued by its continuation as a company under the laws of the jurisdiction outside the BVI, but the proceedings may be enforced, prosecuted, settled or compromised by or against the company or against the member, director, officer or agent thereof, as the case may be; and
  • service of process may continue to be effected on the registered agent of the Company in the BVI in respect of any claim, debt, liability or obligation of the company during its existence as a company incorporated under the BVI Business Companies Act, 2004.

As a matter of Jersey law, upon the Company ceasing to be registered as a company in the BVI and becoming registered as a company at the Jersey Companies Registry:-

  • all property and rights to which the Company was entitled immediately before that registration remain its property and rights;
  • the Company remains subject to all criminal and civil liabilities, and all contracts, debts and other obligations, to which it was subject immediately before that registration; and
  • all actions and other legal proceedings which immediately before that registration were pending by or against the Company may be continued by or against it after that registration.

The Company’s name will continue as ‘Upland Resources Limited’ following the migration to Jersey becoming effective.

Dealing Codes for Shares

The existing ISIN and SEDOL dealing codes of the ordinary shares of no par value in the Company (the “Shares“), relating to the existing BVI-incorporation status of the Company will be replaced with new ISIN and SEDOL dealing codes of the Shares, relating to the proposed Jersey-incorporation status of the Company and the existing ISIN dealing code was disabled as from 6.00 pm yesterday.  A further announcement regarding the new ISIN and SEDOL dealing codes will be made shortly.

The Ticker/TIDM code of the Company (UPL) however remains unchanged as a result of the Migration.

CREST and Depositary Interests

Shares of most non-UK companies (including BVI-incorporated companies) cannot be held and transferred directly into the CREST system, the paperless settlement system allowing securities to be transferred from one person’s CREST account to another without the need to use share certificates or written instruments of transfer. Shareholders who have previously wanted to hold and transfer Shares in uncertificated form have been able to do so pursuant to a Depositary Interest arrangement established by the Company with Computershare Investor Services plc (the “Depositary“).

Depositary Interests facilitate the trading and settlement of shares in non-UK companies into CREST. The shares are not themselves admitted to CREST. Instead, the Depositary issues Depositary Interests in respect of the shares. The Depositary Interests are independent securities constituted under English law that may be held and transferred through CREST.

Depositary Interests have the same ‘international security identification number’ (ISIN) and ‘tradeable instrument display mnemonic’ (TIDM) as the underlying shares. The Depositary Interests were created and issued pursuant to a deed poll with the Depositary, which governed the relationship between the Depositary and the holders of the Depositary Interests.

However, the shares of a Jersey company can be held and transferred directly into the CREST system. Accordingly, there is no ongoing need to maintain the Depositary Interests in relation to the Shares in the Company. The Depositary will therefore cease to act and will notify the holders of Depositary Interests of the cancellation of their Depositary Interests and the entry of such holders in CREST as the direct holders of the Shares represented by such Depositary Interests.

Shareholder Disclosure Requirements/DTRs

Subject to the requirements of Jersey law, the provisions of Chapter 5 of the Disclosure Guidance and Transparency Rules published by the FCA (the “DTRs“), which relate to the requirement of persons to disclose their interests in shares, will continue to apply to the Company on the basis that its ‘Home State’ for the purpose of the DTRs is the United Kingdom (as announced by the Company on 26 February 2016).

Following the Migration and in accordance with the provisions of the Memorandum & Articles, a Shareholder will be required pursuant to Rule 5 of the DTRs to notify the Company of the percentage of the voting rights of the Company which such a Shareholder holds as a shareholder or holds or is deemed to hold his or its direct or indirect holding of financial instruments falling within DTR 5.3.1R(1) (or a combination of such holdings) if the percentage of those voting rights:-

  1. reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1R; or
  2. reaches, exceeds or falls below an applicable threshold in (i) as a result of events changing the breakdown of voting rights and on the basis of information disclosed to the Company in accordance with DTR 5.6.1R and DTR 5.3.1AR;

and a notification under (ii) must be made on the basis of equivalent events and disclosed information.

The DTRs can be accessed and downloaded from the FCA’s website at http://fshandbook.info/FS/html/FCA/DTR. Shareholders are urged to consider their notification and disclosure obligations carefully as a failure to make a required disclosure to the Company may result in disenfranchisement.

Upland Resources Limitedwww.uplandres.com
Steve Staley, CEOTel: 07704 974784
s.staley@uplandres.com
Optiva Securities Limited
Jeremy King (Corporate Finance)Tel: 020 3137 1904
jeremy.king@optivasecurities.com
Christian Dennis (Corporate Broker)Tel: 020 3137 1903
christian.dennis@optivasecurities.com
FTI Consulting
Ben Brewerton/Molly StewartTel: +44 (0) 20 3727 1708
molly.stewart@fticonsulting.com
Flowcomms Ltd
Sasha SethiTel: +44 (0)7891 677441
sasha@flowcomms.com
Notes
Upland is an upstream oil & gas company whose highly experienced management team has a track record of creating major value for shareholders in junior oil & gas companies, including Cove Energy plc. The Company has extensive technical and commercial skills and contacts, management having held senior roles in Petronas, Conoco, Shell etc.