AIM Rule 26 Information

Business Description

TransGlobe Energy Corporation is a publicly-traded, international exploration and production company based in Calgary, Alberta, Canada with oil interests in the Arab Republic of Egypt ("Egypt") and oil and gas interests in Alberta, Canada. 

TransGlobe has a proven track record with extensive Canadian and Middle East experience.  This experience combined with an extensive and diversified portfolio of development and exploration opportunities provides for significant upside potential.  TransGlobe’s focus is principally on oil fields with remaining recoverable resources of 2 to 20 million barrels with high individual per well productivity and reserves.  The existing portfolio includes a significant production and reserve base along with multiple identified exploration and development locations.

TransGlobe holds interests, and operates in six production sharing concessions (“PSCs”) in Egypt:

100% working interest in the West Gharib Concession
100% working interest in the North West Gharib Concession
100% working interest in the West Bakr Concession
100% working interest in the South Alamein Concession
100% working interest in the South Ghazalat Concession
100% working interest in the North West Sitra Concession

TransGlobe operates in the Harmattan area of Western Canada, with an average working interest of 88% focused on the Cardium and Ellerslie formations

Since inception, TransGlobe has recorded significant growth in production, reserves and funds flow, on both a gross and per share basis.  TransGlobe is focused on sustainable production growth through a balanced portfolio of exploration, development and reservoir optimization projects in addition to value enhancing acquisitions.   TransGlobe is committed to promoting good oilfield development and exploitation practices including the implementation of industry leading secondary and tertiary recovery methods as well as improvements to production and transportation infrastructure.

AIM Admission Documents

AIM Admission Appendix

Competent Persons Report

Incorporation Details

The Company is incorporated and registered in Alberta, Canada (company no. 2011125313).
The primary countries of operations are Egypt and Canada.

Country of Domicile Rules

The company is continued under and governed by the Alberta Business Corporations Act.

Charter Of Board of Directors Governance

CORPORATE GOVERNANCE - AIM ADMISSION

The Company is subject, among other laws and regulations, to instruments published by relevant Canadian securities regulators. One such instrument, NI 58-101, prescribes certain disclosure by the Company of its corporate governance practices and NP 58-201, provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company.

The Company has adopted corporate governance practices and procedures consistent with the relevant Canadian corporate governance standards appropriate for a publicly listed company. In particular, the Company has adopted a corporate code of conduct and mandate for its Board.  It has also established and properly constituted an Audit Committee, a Compensation Human Resources and Governance Committee, a Reserves, Health, Safety, Environment and Social Responsibility Committee (RHSES Committee) and a Disclosure Committee to assist the Board in fulfilling its responsibilities for governing the Company. In addition, the Company will, from Admission, have in place an AIM Rules Compliance Committee with formally delegated duties and responsibilities designed to ensure compliance with the AIM rules.

 

With effect from Admission, the Board will adopt a new Share Dealing and Insider Trading Policy, described in further detail below, to which all Directors, officers and employees will be subject. The policy will be designed to ensure that it contains appropriate provisions for a company whose shares are admitted to trading on AIM. The Board will also adopt an AIM Rules Compliance Code, effective from Admission.

The Company will continue to implement corporate governance practices and procedures consistent with those standards applied by public companies in Canada. These standards differ somewhat from those set out in the QCA Code. The Company complies with the QCA Code in all respects except as follows:

Except as otherwise disclosed in the Public Record from time to time, the Company does not explain the actions that the Company takes to understand why shareholders vote against a resolution by more than 20%. The Company will continue to engage with shareholders (where appropriate) if a significant number of shareholders have voted against a resolution and intends to provide an explanation of such actions.

The Company posts on its website most (but not all) of the information required by the QCA Code to be posted.  Such information is available on SEDAR or summarised in documents filed on SEDAR. Following the Admission Date, the Company intends to post or make available the required documents on its website.
The Company does not provide an overview of the results of its board performance evaluation.  While ongoing board performance evaluations are expected to continue, the Board does not intend to disclose the results of the evaluation.

Corporate Governance

Exchange Details

The Company’s shares trade on the Toronto Stock Exchange (TSX), the National Association of Securities Dealers Automated Quotations Stock Market (NASDAQ) and the Alternative Investment Market (AIM) of the London Stock Exchange.

Takeover Code

The Company is not subject to takeover regulation in the UK and the City Code will not apply to the Company. However, Canadian laws applicable to the Company provide for early warning disclosure requirements and for takeover bid rules for bids made to security holders in various jurisdictions in Canada.

In Canada, securities laws are a matter of provincial/territorial jurisdiction and, as a result, bids are governed by applicable corporate and securities legislation in each province or territory. Accordingly, the Company is subject to the requirements of the Canada Business Corporations Act and applicable provincial and territorial securities legislation governing takeover bids.

Shareholder Rights

As the Company is incorporated in Canada, shareholders' rights may be different from the rights of shareholders in a UK incorporated company.

Significant Shareholders

Significant shareholders

 

Source of Information

Credit Agricole 10.01%  

Stefan Chaligne

5.31%

Responded to 3% shareholder request.  These are inclusive in the Credit Agricole shareholdings.

Iliade International Investments Inc.

3.99%

Responded to 3% shareholder request.  These are inclusive in the Credit Agricole shareholdings.

Henderson Group PLC 9.875% https://fintel.io/so/us/tga – June 29, 2018
Invesco Ltd. 6.87% https://fintel.io/so/us/tga – May 15, 2018
Shanghai Fosun Industrial Investment Co. Ltd. 3.36% Responded to 3% shareholder request. 
Ross Clarkson 3.25% Insider

 

Rule 17 of the AIM Rules requires, inter alia, that shareholders notify an AIM listed company once their holding is three per cent or more, and changes thereto (movements through a percentage point upwards or downwards). 

 

NOMAD Details

Nominated Adviser and Joint Broker:

Canaccord Genuity Limited
88 Wood Street
London EC2V 7QR

 

Joint Broker

GMP FirstEnergy
85 London Wall
London EC2M 7AD

 

Solicitors to the Company as to English law:

Fladgate LLP
16 Great Queen Street
London WC2B 5DG

 

Solicitors to the Company as to Canadian law:

Burnet, Duckworth & Palmer, LLP
2400, 525 – 8th Avenue SW
Calgary, Alberta
Canada T2P 1G1

 

Counsel to the Company as to Egyptian law:

Sharkawy & Sarhan Law Firm
Metwaly El Shaarawy St.,
Sheraton Heliopolis
Egypt

 

Counsel to the Company as to TCI law:

Misick & Stanbrook, Barristers and Attorneys
Richmond House
P.O. Box 127
122 Blue Mountain Road
Leeward Highway, Providenciales
Turks and Caicos Islands, TKCA 1ZZ
British West Indies

 

Solicitors to the Nominated Adviser and Broker

Bird & Bird, LLP
12 New Fetter Lane
London EC4A 1JP

 

Reporting Accountants to the Company:

Grant Thornton UK, LLP
30 Finsbury Square
London EC2A 1AG

 

Auditors to the Company:

Deloitte LLP
Suite 700 850 – 2nd Street SW
Calgary, Alberta
Canada T2P 0R8

 

Competent Person:

GLJ Petroleum Consultants Ltd.
Suite 4100, 400 – 3rd Avenue SW
Calgary, Alberta
Canada T2P 4H2

 

Financial PR:

FTI Consulting Inc.       
200 Aldersgate
Aldersgate Street
London EC1A 4HD

 

Depositary

Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol BS13 8AE

 

Transfer Agent and Registrar

Computershare Trust Company of Canada
600, 530 – 8th Avenue SW
Calgary, Alberta
Canada T2P 3S8

Rule 26 Statement

The above information is disclosed in accordance with AIM Rule 26 and was last updated on 29th June 2018.