Lekoil Limited - Publication of Circular and Notice of EGM

9 December 2022

Lekoil Limited

("LEKOIL" or the "Company")

Publication of Circular and Notice of Extraordinary General Meeting

LEKOIL (AQSE: LEK), the Cayman Islands litigation asset company with an investment in oil & gas assets in Nigeria, announces that, further to its announcement of 7 December 2022 regarding the proposed settlement of claims with  Lekoil Nigeria Limited and Olalekan Akinyanmi, the former CEO of the Company (the "Settlement Announcement"), an Extraordinary General Meeting ("EGM") of the Company will be held on 29 December 2022 at 10.00 a.m. (Greenwich Mean Time) at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW, United Kingdom.

Capitalised terms not defined in this announcement shall have the meaning given to them in the Settlement Announcement.

As noted in Settlement Announcement, the LNL Arrangements and the Change of Name are conditional upon, amongst other things, Shareholder approval being obtained at the Extraordinary General Meeting.  The LNL Arrangements and the Change of Name are inter-conditional. 

Under the AQSE Rules, a fundamental change of business requires the approval of Shareholders by way of an ordinary resolution; under the Articles, the Change of Name requires the approval of Shareholders by way of a special resolution.  In addition, the Company is seeking approval to allot Ordinary Shares to settle certain outstanding debts, including as part of the SEIL Arrangements. 

Accordingly the Directors are seeking approval of a single special resolution to authorise the LNL Arrangements, the Change of Name and allotment of Ordinary Shares (together, the "Settlement Resolution").

In addition, the Directors propose that the following resolutions are put to Shareholders at the EGM:

To be approved as ordinary resolutions

·    To re-elect Thomas Richardson as a director of the Company; and

·    To re-elect Marco D'Attanasio as a director of the Company.

To be approved as a special resolution:

·    To disapply the provisions of Article 107 of the Articles so that the Company is required to hold its annual general meeting in respect of 2022 by no later than 28 February 2023.

If the Settlement Resolution is approved, it is anticipated that Completion will shortly after the Extraordinary General Meeting (subject to satisfaction of any other conditions to Completion).

The expected timetable of principal events in relation to the General Meeting is as follows:

 EVENT                                                                                        EXPECTED TIMETABLE

All references to time in this announcement are to London time unless otherwise stated.

Copies of the Notice of EGM and Forms of Proxy and Instruction have been posted to shareholders and are available to download from the Company's website.

The Company has received irrevocable undertakings from the following shareholders confirming their agreement to vote in favour of the Resolutions detailed below:

·    Savannah Energy in respect of 179,997,756 Ordinary Shares (representing approximately 23.72% of the Existing Ordinary Shares) to vote in favour of all of the Resolutions;

·    Lekoil Nigeria in respect of 107,658,847 Ordinary Shares (representing approximately 14.19% of the Existing Ordinary Shares) to vote in favour of all of the Resolutions;

·    Hadron Master Fund in respect of 46,025,000 Ordinary Shares (representing approximately 6.07% of the Existing Ordinary Shares) to vote in favour of all of the Resolutions;

·    TDR Enterprises Limited in respect of 10,200,000 Ordinary Shares (representing approximately 1.34% of the Existing Ordinary Shares) to vote in favour of all of the Resolutions; and

·    Amala Management Limited in respect of 10,200,000 Ordinary Shares (representing approximately 1.34% of the Existing Ordinary Shares) to vote in favour of all of the Resolutions.

Accordingly, the Company has received undertakings to vote in favour of the Settlement Resolution in respect of 354,081,603 Ordinary Shares representing approximately 46.66% of the Company's issued share capital as at 7 December 2022 (the latest practicable date prior to the publication of the Circular).

The Directors consider that the terms of the Transactions are in the best interests of the Company and its shareholders as a whole.

The Directors consider that the Resolutions to be put to the Extraordinary General Meeting, including the Settlement Resolution, are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of the Resolutions, as they do in respect of their own beneficial holdings amounting in aggregate to 10,616,438 Ordinary Shares representing approximately 1.33% of the Company's issued share capital as at 7 December 2022, being the latest practicable date prior to the publication of this announcement.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

For further information, please visit www.lekoilplc.com or contact: