DOR Doriemus

 
TIDMDOR 
 
13 October 2014 
 
                                 Doriemus plc 
 
                         ("Doriemus" or the "Company") 
 
                  Proposed Amendment to the Investing Policy 
 
                           Notice of General Meeting 
 
Doriemus plc (AIM: DOR) announces that it has today posted a circular 
("Circular") to Shareholders containing a notice convening a general meeting of 
the Company ("General Meeting") to be held at 11.00 a.m. on 28 October 2014, at 
200 Strand, London WC2R 1DJ. The Circular is available on the Company's 
website, at www.doriemus.co.uk. 
 
The Circular contains a proposal (the "Proposal") for the proposed amendment to 
the Existing Investing Policy, as detailed below. 
 
For further additional information please contact: 
 
Doriemus plc                            +44 (0) 20 7440 0640 
Donald Strang/Hamish Harris 
 
Cairn Financial Advisers LLP            +44 (0) 20 7148 7900 
Nominated Adviser and Broker 
James Caithie/Jo Turner/Carolyn Sansom 
 
Square1 Consulting                      +44 (0) 207 929 5599 
David Bick 
Mark Longson 
 
 
  * Background to the Proposals 
 
The strategy of the Directors at the time of the adoption of the Existing 
Investing Policy was to pursue investments in companies and/or projects with 
clear growth potential with a focus on African opportunities although 
opportunities in other geographic areas formed part of this investing policy. 
The Existing Investing Policy was confirmed by Shareholders in a general 
meeting on 13 August 2014 at which time the Company was also re-classified as 
an Investing Company (as defined in the AIM Rules). 
 
Despite considering a number of investment opportunities and acquisitions in 
Africa since the initial adoption of the Existing Investing Policy, the Board 
has been unable to identify suitable investments in those areas which, in the 
Directors' opinion, could potentially add value to the Company in Africa. 
Therefore the Board began to look at other geographic areas for investment 
opportunities and, as previously announced, the Company currently holds the 
following investments: a participating interest in the Lidsey Oilfield 
("Lidsey") in West Sussex of 20%; a participating interest in the producing 
onshore Brockham Oil Field on the northern flank of the Weald Basin at Brockham 
of 10% and a 10% interest in Horse Hill Development Ltd, a special purpose 
company that holds the rights to a 65% participating interest and operatorship 
in the United Kingdom onshore Horse Hill Oil Field in the Weald Basin. 
 
While the Directors believe the investments made to date and the potential 
investments that the Directors are now considering are covered by the Existing 
Investing Policy, the Board considers it appropriate to seek Shareholder 
approval to adopt a more specific investing policy as detailed below. The Board 
will continue to provide regular updates to Shareholders on the investments 
made. 
 
The Directors are, as set out in the Resolution, proposing to amend the 
Existing Investing Policy to focus more specifically on investments in the oil 
and gas sector in Europe. 
 
 
  * Proposed amendments to the investing policy 
 
The New Investing Policy, which is subject to Shareholder approval, represents 
an amendment of the Company's Existing Investing Policy and is set out in full 
below: 
 
The Company's proposed New Investing Policy is to invest in and/or acquire 
companies and/or projects within the oil and gas sector in Europe with 
potential for growth and/or if the Board considers there is an opportunity to 
generate an attractive return for Shareholders. 
 
In general, in selecting investment opportunities in line with the above, the 
Board will focus on businesses, assets and/or projects that are available at 
attractive valuations and hold opportunities to unlock embedded value. Where 
appropriate the Board may seek to invest in businesses where they can add their 
expertise to the management of the business, and utilise their significant 
industry relationships and access to finance. The ability to work alongside a 
strong management team to maximise returns through revenue growth will be 
something the Board will focus upon initially. 
 
The Company's interests in a proposed investment and/or acquisition may range 
from a minority position to full ownership but are more likely to be a minority 
position. The proposed investments may be in either quoted or unquoted 
companies; be made by direct acquisitions; and may be in companies, 
partnerships, equity, debt or other loan structures, joint ventures or direct 
or indirect interests in assets or projects. 
 
There is no limit on the number of investments which the Company may make and 
the Company's financial resources may be invested in a number of propositions 
or in just one investment, which may be deemed to be a reverse takeover under 
the AIM Rules, and there shall be no restriction on the amount of such 
available financial resources the Company may invest in any one investment. Any 
transaction constituting a reverse takeover under the AIM Rules will also 
require Shareholder approval. 
 
The Board expects that investments will typically be held for the medium to 
long term, although short term disposal of assets cannot be ruled out if there 
is an opportunity to generate an attractive return for Shareholders. The Board 
will place no minimum or maximum limit on the length of time that any 
investment may be held and in most circumstances, it will be dependent on 
market conditions. The Company may be both an active and a passive investor 
depending on the nature of the individual investment. 
 
Where the Company builds a portfolio of related investments it is possible that 
there may be cross holdings between such assets. The Board considers that as 
investments are made, and new promising investment opportunities arise, further 
funding of the Company may also be required. The Company does not currently 
intend to fund any investments with debt or other borrowings but may do so in 
future, if appropriate. The Board may also offer new Ordinary Shares by way of 
consideration as well as cash, thereby helping to preserve the Company's cash 
for working capital and as a reserve against unforeseen contingencies 
including, for example, delays in collecting accounts receivable, unexpected 
changes in the economic environment and operational problems. 
 
The Company will not have a separate investment manager. The Company proposes 
to carry out a comprehensive and thorough project review process in which all 
material aspects of a potential project or business will be subject to rigorous 
due diligence, as appropriate. 
 
As an Investing Company, the Company will be required to make an acquisition or 
acquisitions which constitute a reverse takeover under the AIM Rules or 
otherwise implement its proposed New Investing Policy on or before the date 
falling twelve months from the adoption of the Existing Investing Policy 
failing which, the Company's Ordinary Shares would then be suspended from 
trading on AIM. In the event that the Company's Ordinary Shares are so 
suspended and the Company fails to obtain Shareholders' consent to renew such 
policy, the admission to trading on AIM would be cancelled six months from the 
date of suspension. 
 
 
  * General Meeting 
 
Under the AIM Rules, the Company is required to seek the approval of 
Shareholders for any material change to its investing policy and therefore an 
ordinary resolution to approve the changes to the Company's Existing Investing 
Policy will be proposed at the General Meeting. 
 
The full text of the Resolution is set out in the Notice of General Meeting at 
the end of this Circular. 
 
The General Meeting is proposed to be convened at 11.00 a.m. on 28 October 2014 
at 200 Strand, London WC2R 1DJ. 
 
 
 
The following defintions apply throughout the Circular, unless the context 
otherwise requires. 
 
AIM                      a market of that name operated and regulated by the 
                         London Stock Exchange 
 
AIM Rules                the rules of the London Stock Exchange governing 
                         admission to, and operation of, AIM and comprising the 
                         AIM Rules for Companies and the AIM Rules for 
                         Nominated Advisers, as amended from time to time 
 
Board or Directors       the board of directors of the Company whose names are 
                         set out on page 4 of the Circular 
 
Company                  Doriemus PLC, incorporated in England and Wales with 
                         registered number 03877125 
 
Disclosure and           the disclosure and transparency rules made by the FCA 
Transparency Rules       in exercise of its functions as competent authority 
 
Existing Investing       the investing policy of the Company in force as at the 
Policy                   date of the Circular 
 
Form of Proxy            the form of proxy enclosed with the Circular 
 
General Meeting          the general meeting of the Company convened for 11.00 
                         a.m. on 28 October 2014 (or any adjournment thereof), 
                         notice of which is set out at the end of the Circular 
 
London Stock Exchange    the London Stock Exchange PLC 
 
New Investing Policy     the proposed investment policy that will be adopted by 
                         the Company if the Resolution is passed, as set out on 
                         page 5 of the Circular 
 
Ordinary Shares          ordinary shares of 0.001p each in the capital of the 
                         Company 
 
Prospectus Rules         the prospectus rules of the FCA and contained in 
                         contained in the FCA's Prospectus Rules sourcebook 
 
Proposals                the proposed change of the investing policy set out in 
                         the Circular 
 
Resolution               the resolution to be proposed at the General Meeting 
                         and contained in the Notice of General Meeting set out 
                         at the end of the Circular 
 
Shareholder              a registered holder of Ordinary Shares 
 
 
 
END 
 

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