BowLeven Plc ISS and PIRC Voting Guidance on COC Resolutions (1397Y)
01 March 2017 - 6:01PM
UK Regulatory
TIDMBLVN
RNS Number : 1397Y
BowLeven Plc
01 March 2017
1 March 2017
Bowleven plc ('Bowleven' or 'the Company')
ISS and PIRC Voting Guidance on COC Resolutions
Bowleven, the Africa focused oil and gas exploration group
traded on AIM, notes that Institutional Shareholder Services, Inc.
(ISS), the leading corporate governance and proxy advisory firm,
and Pensions & Investment Research Consultants Ltd (PIRC),
Europe's largest independent corporate governance and shareholder
advisory consultancy, have published proxy advisory reports for the
general meeting of the Company requisitioned by Crown Ocean Capital
P1 Ltd (COC) and convened for Tuesday 14 March 2017 (the General
Meeting).
ISS recommends that Shareholders VOTE AGAINST all resolutions to
be proposed at the General Meeting. PIRC recommends that
Shareholders VOTE AGAINST eight of the nine resolutions to be
proposed at the General Meeting and support only one, being
resolution 8 (to remove Philip Tracy as a Director). PIRC's
recommendation to support resolution 8 is understood to be based on
the effect of Philip Tracy's previous service as Interim Operations
Director of the Company between 2011 and 2013 on his status as an
independent non-executive Director. The Company has previously
acknowledged that Philip Tracy is not considered fully independent
for the same reason, but nonetheless views his contribution to the
Board as constructive and valuable, particularly taking into
account his long and successful industry career and extensive
operational experience.
The Board reiterates its recommendation that Shareholders VOTE
AGAINST all resolutions at the General Meeting. The recommendations
of the Board, ISS and PIRC for voting at the General Meeting are
collated in the table below:
Resolution Board recommendation ISS PIRC recommendation
recommendation
------------------------ --------------------- ---------------- --------------------
1 AGAINST AGAINST AGAINST
(appointment of
Christopher Ashworth)
------------------------ --------------------- ---------------- --------------------
2 AGAINST AGAINST AGAINST
(appointment of
Eli Chahin)
------------------------ --------------------- ---------------- --------------------
3 AGAINST AGAINST AGAINST
(removal of Billy
Allan)
------------------------ --------------------- ---------------- --------------------
4 AGAINST AGAINST AGAINST
(removal of Kerry
Crawford)
------------------------ --------------------- ---------------- --------------------
5 AGAINST AGAINST AGAINST
(removal of Kevin
Hart)
------------------------ --------------------- ---------------- --------------------
6 AGAINST AGAINST AGAINST
(removal of John
Martin)
------------------------ --------------------- ---------------- --------------------
7 AGAINST AGAINST AGAINST
(removal of Tim
Sullivan)
------------------------ --------------------- ---------------- --------------------
8 AGAINST AGAINST SUPPORT
(removal of Philip
Tracy)
------------------------ --------------------- ---------------- --------------------
9 AGAINST AGAINST AGAINST
(removal of any
other person as
director)
------------------------ --------------------- ---------------- --------------------
As previously announced by the Company on 15 February 2017, the
Circular containing the notice convening the General Meeting and
explaining the reasons for the Board's recommendation has been
posted to Shareholders. A copy of the Circular is also available on
the Company's website at
http://www.bowleven.com/general-meeting/information-hub.
ENQUIRIES
For further information please contact:
Bowleven plc
Kevin Hart, Chief Executive 00 44 131 524 5678
Kerry Crawford, Finance Director
Brunswick Group LLP
Patrick Handley 00 44 207 404 5959
Will Rowberry
Cenkos Securities plc (NOMAD)
Derrick Lee 00 44 131 220 6939
Neil McDonald
NOTES TO EDITORS
Bowleven is an African focused oil and gas exploration group,
based in Edinburgh and traded on AIM. Bowleven's vision is to build
an African focused exploration and production company focused on
creating and realising material value through exploration-led
organic growth and niche acquisitions. Bowleven holds equity
interests in three blocks in Cameroon, with one block located
offshore in shallow water (operated by NewAge) and two onshore
(operated by Bowleven).
NOTE TO ANNOUNCEMENT
Advance approval of this announcement has neither been sought
nor obtained from any third party named herein.
GLOSSARY AND DEFINITIONS
All references to time in this announcement are to UK time.
AIM the market of that name operated by the London Stock
Exchange
Board or Directors the directors of the Company
Circular the circular from to Shareholders dated 15 February
2017, incorporating notice of the General Meeting
NewAge NewAge (African Global Energy) Limited, a privately owned
oil and gas company
Shareholder a holder of ordinary shares of 10 pence nominal
value in the capital of the Company
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
UPDEAFAPADNXEAF
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