TIDMNEW
RNS Number : 8769M
New World Oil & Gas
18 October 2016
New World Oil and Gas Plc / Index: AIM / Epic: NEW
For immediate release 18 October 2016
NEW WORLD OIL AND GAS PLC ("New World" or "the Company")
Corporate Update
1 Reconvened AGM and revised date
On 12 October 2016, New World Oil and Gas plc (the "Company")
announced that it had adjourned and re-convened its Annual General
Meeting ("AGM") to Monday 31 October in order that a resolution
that had been requisitioned by one of its shareholders could be
properly considered and voted upon. The Company today announces
that the reconvened AGM will now take place at 11.00am on 4
November 2016 at the offices of Jeffreys Henry, Finsgate, 5-7
Cranwood Street, London EC1V 9EE. The Company also announces that
it has today posted to shareholders a letter from the Chairman to
set out the reasons given for the resolution being requisitioned
and the Board's views on this resolution. This letter is available
on the Company's website, www.nwoilgas.com, and extracts are set
out below:
Background
Shortly before the AGM, the Company received a requisition from
Christopher Horn, one of its shareholders, requiring a resolution
proposing the appointment of Gary Bullivant as an additional
director of the Company be put to the AGM. The reasoning for this
appointment was set out in the requisition as follows:-
"Gary Bullivant co-founded the shareholder group that effected
the retirement of Peter Sztyk and Roland Hodder in 2015 followed by
the resignation of Christopher Einchcomb, Georges Sztyk and Stephen
Polakoff from the Board of New World Oil and Gas in 2016. The group
also proposed Adam Reynolds and supported Nicholas Lee for
appointment to the Board on the understanding that a new direction
would be taken by the Company. Nicholas Lee represents the
interests of a significant shareholder, Paternoster Resources plc.
While Messrs Einchcomb, Sztyk and Polakoff were still serving, the
Board proposed a Reverse Takeover ("RTO") of market research video
curator and analysis company, Big Sofa. Big Sofa is a company in
which a member of the family and a former business associate of
this company's Chief Executive Officer acquired financial interests
in 2015/16. It is therefore appropriate to appoint an independent
director to the Board to review the proposed arrangement from the
perspective of the private shareholder."
"Gary Bullivant offers the Company specialist expertise in
strategy, leadership, risk and Information Systems as well as
security of assets and personnel. He has extensive experience of
committee procedures and held the highest level of national
security clearances for over 35 years before retiring from
government service. He will bring extensive analytical experience
and proven integrity to the scrutiny of the proposed RTO involving
Big Sofa Limited. Gary Bullivant is committed to resigning from the
Board once the RTO completes or, if it does not, until the
implementation of a strategic realignment has been achieved. His
appointment would therefore lead to a very short term increase in
cost but could have a long term positive financial effect on the
Company."
The Board did not consider that there was sufficient time to
circulate the above details to shareholders prior to the AGM and to
seek their views on the requisitioned resolution. There was also
insufficient time for shareholders who had already filed a proxy
form to amend it in respect of the new resolution and refile it
with the Company's registrars. For these reasons, it was decided
that it was best to adjourn the AGM in order that shareholders
could have a reasonable period in which to consider the proposed
resolution and to vote upon it.
Resolution
The resolution to be voted upon at the reconvened AGM as an
ordinary resolution ("Resolution") is as follows:-
"To elect Gary Bullivant, who has been nominated under article
31.1(b) of the Articles of Association and who consents to act, as
a Director."
As described in the rationale for the Resolution set out above,
Adam Reynolds is regarded as not being independent with respect to
the RTO. (The reference in the requisition wording set out above to
"this Company's Chief Executive Officer" is incorrect as Adam
Reynolds is not the Company's CEO but rather a non-executive
director.) This consideration is no longer relevant as the Company
has recently announced that Big Sofa Limited has terminated
discussions with regard to the RTO pursuant to an announcement made
by the company on 17 October 2016.
The requisition also suggests that there is a difference in the
interests of a large shareholder as regards the RTO compared with
that of a small private investor. I am a representative of
Paternoster Resources plc ("Paternoster") which is a significant
shareholder in the Company. For that reason, it is proposed that
Gary Bullivant be appointed to represent the interests of the small
private shareholders in the Company. This is unnecessary as (i) the
RTO is no longer proceeding; and (ii) I believe that the interests
of both large and small shareholders are aligned and I am therefore
perfectly able, and am bound, to act in the interests of all
shareholders.
For these reasons, the Board does not believe that there is any
need for Gary Bullivant to be appointed as a director of the
Company nor for the Company to incur additional costs that such an
appointment is likely to entail.
Reconvened AGM
At the AGM, the shareholders present in person voted to adjourn
the AGM. The reconvened meeting will now take place at 11.00am on 4
November 2016 at the offices of Jeffreys Henry, Finsgate, 5-7
Cranwood Street, London, EC1V 9EE to consider and, if thought fit,
pass the Resolution as follows:
To elect Gary Bullivant, who has been nominated under article
31.1(b) of the Articles of Association and who consents to act as a
Director.
Recommendation
The Directors consider that the Resolution is not in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that you vote
against the Resolution, as they intend to do or procure to be done
in respect of their own and their connected persons' beneficial
holdings.
2 Rule 15 Cash Shell
The Company's remaining oil and gas asset, being the Blue Creek
Production Sharing Agreement in Belize, expires on 31 October
2016.
The Board announced on 1 September 2016 that it was currently
seeking to dispose or relinquish this asset. There is no prospect
of any disposal and the intention remains to relinquish this asset
and, accordingly, the Company became as from that date an AIM Rule
15 cash shell.
3 Cancellation of Trading on AIM
In accordance with the AIM Rules, the Company is currently due
to be cancelled from trading on AIM with effect from 9 November
2016, being the date six months from suspension of trading.
4 Financial condition
The Company is continuing to investigate the legacy matter
referred to in its announcement of 17 October 2016, and will report
further when the situation has been clarified.
The Company has loans to the company Big Sofa Limited now
re-payable on demand of GBP600,000 and is considering its options
in relation thereto.
5 Nominated Adviser
At the end of July 2016, the Company and its Nominated Adviser,
Beaumont Cornish Limited ("BCL"), mutually agreed that BCL would
cease to act for New World on the earlier of three months or the
anticipated appointment of the new nominated adviser who the
Company intended to use in relation to the proposed transaction
with Big Sofa Limited (the "Transaction"), and as announced the
Transaction has now been terminated.
Under the current arrangements as referred to above, BCL will
cease to act as Nominated Adviser from the close of business on 24
October 2016, and at that stage, under AIM Rule 1, the Company will
have one month to appoint a replacement nominated adviser.
A further announcement will be made in the event the Company and
BCL mutually agree to enter into any alternative arrangements.
Enquiries:
Adam Reynolds
New World Oil and Gas plc
Tel. +44 (0) 7785 908158
or
Nicholas Lee
New World Oil and Gas plc
Tel. +44 (0) 20 7580 7576
Roland Cornish or Felicity Geidt
Beaumont Cornish Limited (Nominated Adviser)
Tel: +44 (0)20 7628 3396
Jeremy Garcia, Ben Simons or Fiona Henson
Vigo Communications (Financial Public Relations)
Tel: +44 (0)20 7830 9700
This information is provided by RNS
The company news service from the London Stock Exchange
END
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