NOT FOR RELEASE, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OF
AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL.
Press
Release
21
October, 2019
This announcement contains inside information as defined
under the Market Abuse Regulations n. 596/2014
Cadogan Petroleum
Plc
(“Cadogan” or the
“Company”)
Mailing of notice
of general meeting
Further to the announcements made on 30
September 2019 and 2 October
2019, Cadogan Petroleum plc (“Cadogan”), an independent,
diversified oil & gas company listed on the Main Market of the
London Stock Exchange, hereby confirms that it has today mailed to
the Company’s shareholders a notice of general meeting with respect
to the matters that were the subject of the notice of requisition
provided to the Company in accordance with Section 303 of the
Companies Act 2006.
The notice of general meeting is accompanied by the members’
statement of the requisitioning shareholders and also the Company’s
response in relation thereto. These documents, together with the
relevant proxy form are also available for download from the
Investor Centre section on the Company’s website
www.cadoganpetroleum.com.
The general meeting will be held on Friday 15 November 2019 at 10.00
am at the offices of Shakespeare Martineau LLP. 6 Floor, 60
Gracechurch Street, London EC3V
0HR.
The Board of the Company (which term excludes Michel Meeus only for the purposes of this RNS
and the Company’s response to the members’ statement made by the
shareholders who sent the requisition notice, one of whom was
Michel Meeus himself) fundamentally
and unanimously disagree with the substantive points made by the
requisitioning shareholders in the members’ statement which has
been published (in full and unedited) by the Company and which
accompanies this notice of general meeting. The Board unanimously
recommends that shareholders vote against all of the proposed
resolutions.
The requisitioning shareholders allege that the Company has
continuously underperformed, however since 2011 the Company has
actually successfully undertaken a comprehensive operational and
financial turn-around. The Company has now returned to profit.
The requisitioning shareholders have highlighted the fact that
the Company’s share price has not materially improved in recent
times. While this is not disputed, the Board is of the view that
the underlying reasons why the Company’s share price has not
improved in line with the Company’s recent positive performance are
not the result of the wrong decisions having been taken by the
Board. The Board’s strategy for the Company in recent years has
been to focus on the longer-term fundamentals, taking a prudent
approach which is based on production and which is both sustainable
and does not put assets at risk unduly.
Furthermore, the Board disputes the assertion by the
requisitioning shareholders that the Company’s share price has
underperformed its peers or the key sector indices (which are
considered to be the AIM E&P index).
The Board remains of the view that the extension of the Proger
convertible loan was in the best interests of the Company. It was
unanimously approved by all Directors, including Mr Meeus. If the
loan is, with the approval of Cadogan's shareholders, converted, it
represents an opportunity to share in the attractive growth of an
enterprise which is well managed and active in sectors beyond just
the oil & gas industry, which has the benefit of diversifying
the Company’s risk profile. The fair market value of the stake in
Proger into which the loan would convert had appreciated by
approximately $4.8 million in the
period from 26 February 2019 to
30 June 2019 (see Note 12 to the
Company’s Condensed Financial Statements for the six months ended
30 June 2019). Alternatively, if the
loan is not converted, it will attract interest at a good rate
(being 450 bps higher than that which is paid by Italian government
bonds of comparable maturity).
The Board is also optimistic that Cadogan will benefit from
synergies and other opportunities for cooperation with Proger in
and outside of Ukraine,
particularly if the loan is converted.
The Board questions the motives and timing of the requisitioning
shareholders' actions. The requisitioning shareholders voted at the
Company's AGM in June in favour of the re-election of Messrs Testa
and Schenato, whom they are now seeking to remove.
While the Company recognises that periodical change at the Board
level is an essential element of good governance, it is difficult
for the Board to view the requisitioning of the general meeting and
proposal by these shareholders to remove two directors and appoint
three others as anything other than an attempt to take control of
the Company (including the process of appointing a new CEO) without
going to the expense of making a general offer that would enable
the rest of the shareholders of the Company to tender their shares
at a fair price (i.e. a premium to the current market price).
Despite seeking control of the Board, the requisitioning
shareholders have not provided any information to either the Board,
or to the rest of the shareholders with respect to the strategy
that they would implement for the Company, were they to secure that
control.
Messrs Testa and Schenato have served the Company well. They
have relevant experience in the industry, whereas the proposed new
appointees to the Board have no experience in oil & gas
operations.
This Announcement has been issued by, and is the sole
responsibility of, the Company.
For further information, please
contact:
Cadogan Petroleum plc |
|
|
Guido Michelotti |
Chief Executive Officer |
+380 (44) 594 5870 |
Ben Harber |
Company Secretary |
+44 0207 264 4366 |
|
|
|
Cantor Fitzgerald Europe |
Broker to Cadogan Petroleum plc |
|
David Porter |
|
+44 (0) 20 7894 7000 |