In addition to the previously announced PetroLatina tranche proposal, a second cash payment of US$13 million was due to be paid to the vendors of PDN upon the extension of the Tisquirama license. As announced on November 29, 2007, PetroLatina reached agreement with the vendors of PDN to make a cash payment of US$7 million and to issue to the vendors PetroLatina shares to the value of US$3 million at a price of £0.50 per share (equivalent to £0.10 per share prior to the Company's recent share consolidation). In November 2007, the former President of PDN was appointed as interim CEO of PetroLatina.
Following the statement made on November 29, 2007, final approval of PetroLatina's license Amendment has now been received from the Hydrocarbon National Agency (Agencia Nacional de Hidrocarburos, ANH).
Of the aforementioned cash payment of US$7 million, US$2.5 million will be made from the proceeds of the Notes, with the balance of US$4.5 million being paid from the proceeds of the Subscription, and 3,045,299 Ordinary Shares (the Consideration Shares) have today been allotted to the vendors of PDN. The Consideration Shares, in which the vendors of PDN will be interested, will represent approximately 11.6 per cent. of PetroLatina's enlarged issued share capital, will be fully paid and will rank pari passu with the Company's existing ordinary shares of U$0.50 each. Following the issue of the Consideration Shares, the Company's issued share capital will consist of 26,312,724 Ordinary Shares with voting rights. PetroLatina does not hold any Ordinary Shares in Treasury and accordingly there are no voting rights in respect of any treasury shares.
Application will be made to the London Stock Exchange for admission of the Consideration Shares to trading on AIM. It is expected that admission will take place and that dealings in the Consideration Shares will commence at 8.00 a.m. on Friday May, 232008.
In June 2006, PetroLatina completed the acquisition of PDN in Colombia. Following this acquisition, the majority of PetroLatina's directors were based outside of the United Kingdom and board meetings since then have been held overseas. Accordingly, whilst PetroLatina is a public limited company registered in England, its central place of management and control is currently outside the United Kingdom and therefore PetroLatina is not currently resident in the United Kingdom, the Channel Islands or the Isle of Man for the purposes of the City Code. As a result, the provisions of the City Code do not currently apply to PetroLatina and its shareholders are not entitled to the protections afforded by the City Code.
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