Faroe Petroleum PLC Requisition of General Meeting (0335Y)
16 August 2018 - 8:30PM
UK Regulatory
TIDMFPM
RNS Number : 0335Y
Faroe Petroleum PLC
16 August 2018
16 August 2018
Faroe Petroleum plc
("Faroe Petroleum" or the "Company")
Requisition of General Meeting
The Board of Faroe Petroleum plc ("Faroe," "Company," "Board"),
the independent oil and gas company focusing principally on
exploration, appraisal and production opportunities in Norway and
the UK, acknowledges receipt of a request from DNO ASA ("DNO") that
a General Meeting of the Company be convened for the purposes of
considering a shareholder resolution to appoint Bijan
Mossavar-Rahmani, Executive Chairman of DNO, and Bjørn Dale,
Managing Director of DNO, to the Board ("Proposed
Resolutions").
The Board is very concerned that DNO has taken this action and
intends unanimously to recommend that shareholders vote against
DNO's Proposed Resolutions for the following reasons:
-- as a competitor to Faroe on the Norwegian Continental Shelf,
the Board believes it would be inappropriate for Directors proposed
by DNO to be appointed to the Board of Faroe given the potential
conflicts of interest between Faroe and DNO;
-- Faroe has had significant industrial shareholders since its
IPO in 2003; Dana Petroleum plc, Korea National Oil Corporation
(through its subsidiaries), SSE plc, and Delek Group, none of which
has had representation on the Board;
-- Faroe has a strong corporate governance culture and
practices, with five Independent Non-Executive Directors,
representing all shareholders;
-- such an appointment would be inconsistent with the principle
of independent boards, and normal practice, for companies that
operate on the Norwegian Continental Shelf; and
-- the Board believes that the addition of the Executive
Chairman and Managing Director of DNO to the Board would not serve
the interests of Faroe's shareholders as a whole or that of the
Company.
In addition to these considerations, a significant number of
Faroe's major institutional shareholders have provided clear
guidance that they do not wish DNO to be represented on the
Board.
The Board believes that the Proposed Resolutions are wholly
self-serving and are part of an undisclosed strategy on DNO and Mr.
Mossavar-Rahmani's part to try and gain control of Faroe's business
without making an offer to all shareholders at an appropriate
premium.
Faroe is currently confirming whether the purported requisition
has been validly served. Once that process has been completed,
formal notice of a General Meeting to consider the Proposed
Resolutions will be despatched to shareholders.
In the meantime shareholders are urged to take no action.
For further information please contact:
Faroe Petroleum plc
Graham Stewart, CEO
Tel: +44 1224 650 920
N M Rothschild & Sons Limited
Emmet Walsh / Elias Mitropoulos
Tel: +44 20 7280 5000
Stifel Nicolaus Europe Limited
Callum Stewart / Nicholas Rhodes / Ashton Clanfield
Tel: +44 20 7710 7600
BMO Capital Markets
Tom Rider / Jeremy Low
Tel: +44 20 7236 1010
FTI Consulting
Ben Brewerton / Emerson Clarke
Tel: +44 20 3727 1000
The information contained within this announcement is considered
to be inside information prior to its release, as defined in
Article 7 of the Market Abuse Regulation No. 596/2014, and is
disclosed in accordance with the Company's obligations under
Article 17 of those Regulations.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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