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