Magnolia Petroleum Plc / Index: AIM /
Epic: MAGP / Sector: Oil & Gas
20 June 2017
Magnolia Petroleum
Plc
(‘Magnolia’ or
‘the Company’)
Notice of General
Meeting and Posting of Circular
Magnolia Petroleum Plc, the AIM quoted US focused oil and gas
exploration and production company announces that a circular
(“Circular”) and notice of a general meeting (“GM”) is being sent
to all shareholders. The Company's GM will be held at
15:30 p.m. (BST) on 18 July 2017 at the offices of Hill Dickinson LLP
on the 8th Floor of The Broadgate Tower, 20 Primrose Street,
London, EC2A 2EW. The
documents will shortly be available on the Company’s website and an
extract of the Circular appears below.
The information contained within this announcement constitutes
inside information stipulated under the Market Abuse Regulation
(EU) No. 596/2014.
* * ENDS * *
For further information on Magnolia Petroleum Plc visit
www.magnoliapetroleum.com or contact the following:
Rita Whittington |
Magnolia Petroleum Plc |
+01918449 8750 |
Jo Turner / James
Caithie |
Cairn Financial Advisers
LLP |
+44207213 0880 |
Colin Rowbury |
Cornhill Capital Limited |
+44207710 9610 |
Lottie Brocklehurst |
St Brides Partners Ltd |
+44207236 1177 |
Frank Buhagiar |
St Brides Partners
Ltd |
+44207236
1177 |
LETTER FROM THE
CHAIRMAN OF MAGNOLIA PETROLEUM
PLC
Magnolia Petroleum
plc
(Registered in
England and Wales with company number 05566066)
Directors
Registered
Office
Ronald Harwood (Non-executive
Chairman)
Suite 321
Rita Whittington (Chief Executive Director)
19-21 Crawford Street
Leonard Wallace (Non-executive Director)
London W1H 1PJ
20 June
2017
Notice of General
Meeting
Dear Shareholder,
The board of the
Company unanimously recommends that you
VOTE AGAINST the
requisitioned resolutions
1. Introduction
On 30 May 2017 the Company
received a requisition for a general meeting (the “General
Meeting”) to consider resolutions for three proposed
directorate changes (the “Requisition”) from Mr
Steven Snead, Snead Family 2012 LLC,
Snead Family LLC and Mr R Sterling Snead (together the “Snead
Group”).
The Snead Group together holds greater than 5 per cent. of
issued shares of the Company and, accordingly, the Company is
required under the UK Companies Act 2006 to convene a general
meeting of shareholders to consider the resolutions put forth.
The purpose of this document is to convene the General Meeting
referred to in the Requisition and to set out why the Directors of
the Company believe shareholders should vote against all of
the resolutions proposed by the Snead Group.
2. Resolutions to be
Proposed at the General Meeting
The Requisition proposes three resolutions to be put to
Shareholders, which are set out below in the form in which they
were received:
Ordinary
Resolution
a. THAT in
accordance with the provisions of Article 90 of the Articles of
Association of the company and section 168 of the Companies Act
2006 Rita Fern Whittington be removed from office as a director of
the Company immediately.
b. THAT in
accordance with the provisions of Article 86 of the Articles of
Association and subject to the AIM Rules for Companies of the
London Stock Exchange Plc Kristian Ewen Ainsworth be appointed a
director of the Company.
c. THAT in
accordance with the provisions of Article 86 of the Articles of
Association and subject to the AIM Rules for Companies of the
London Stock Exchange Plc Donald Zac Phillips be appointed a
director of the Company.
3. Background to and
Reasons for the Requisition
Overview
On 12 May 2017, the Company was
contacted by both Steven Snead,
former CEO of the Company and Matthew
Lofgran, CEO of Nostra Terra Oil and Gas Company plc
(“NTOG”), on separate occasions. Mr Lofgran advised that he
has been contacted by former directors and brokers who required
changes to be made to the Company’s board and cost structure.
At the time, neither Mr Lofgran nor NTOG was a shareholder of the
Company and, at the time of publication of this circular, neither
still appear to be shareholders.
The Board advises that there have been four former directors,
and the current management team remains in touch and on good terms
with two previous chairmen of the Company, Mr Wagenhofer and Dr
Cubitt. Both Mr Wagenhofer and Dr Cubitt wholeheartedly
support the current management team and have stressed that they
will be voting against the Resolutions. The other former directors
are Mr Snead and Mr Burnell. Mr Burnell is based in London and has a generalist rather than an oil
and gas background, having served on the Board of a number of
non-resource companies including Globo plc, which was wound up
following the appointment of administrators by order of the Court
within days of his resignation from Globo plc’s Board. Mr Burnell
and Mr Lofgran were both directors of Elephant Oil Limited from
January 2013 until Mr Burnell’s
resignation in September 2016.
On 26 May 2017, the Company learnt
by way of a Regulatory News Service (“RNS”) announcement
that NTOG had, conditionally, agreed to acquire the shares of the
Snead Group subject to certain conditions (which were not disclosed
and still have not been disclosed despite the Company’s requests)
via a delayed settlement which has yet to occur. In this
announcement, it was stated that prior to the settlement of the
consideration for the Snead Group shares, that, “…it has been
agreed that Nostra Terra has direction over the voting rights of
the Magnolia Shares.”
On 29 May 2017, the Company
received a requisition notice served by the Snead Group, containing
the resolutions first informed by NTOG prior to its acquisition of
these shares. The Company is unsure for how long the Snead Group
and NTOG may have been working together or the intentions of either
party, however, it was later made clear that discussions had been
held prior to the conditional NTOG agreement with the Snead Group
to potentially acquire shares at some future point.
On 31 May 2017, Mr Lofgran made a
public statement on Vox Markets regarding his views of Magnolia in
which he states, inter alia, that:
“…we were approached by former
directors and brokers in London
who came to us and said we think that the company [Magnolia] needs
to be fixed, it needs to be addressed and we think that you guys
have the ability to do that…”
“…the company [Magnolia] is subscale…
do have some production, excessive debt, overheads are too
high..”
He further states that, “... just looking at an alternative
way for us to have additional exposure in the US.”
At this stage, neither the Snead Group nor Mr Lofgran, either
personally or on behalf of NTOG, had engaged with the Company in
respect of the validity or practicality of their “plans” to ensure
that shareholder value would be safeguarded for all
shareholders.
On 19 June 2017, Magnolia
published its report and accounts for the year ended 31 December 2016 in which the Company highlights
that Rita Whittington, as COO at the
time, has reduced the Company’s operating costs by more than 30 per
cent. for the second year running. It should also be noted that Mr
Snead, who resigned on 31 March 2017,
was the CEO of the company for the entirety of the financial
year.
On 6 June 2017, NTOG released a
further announcement that delayed, for the second time in recent
years, publication and posting of its accounts for a separate
meeting. Therefore, at the time of publication of this
document, there is little current financial information to assess
NTOG’s performance. From the financial information available,
it should further be noted that should the Snead Group and NTOG be
looking to liquidate the assets of Magnolia, NTOG would not appear
to have the financial strength to acquire the assets in cash and
would either need to raise funds or make a share based offer.
Background of Mr
Snead
Mr Snead was CEO of Magnolia and a member of the Board from its
admission to AIM in November 2011
until his resignation on 31 March 2017. Had he not stepped
down, the Board had at the time been discussing the removal of Mr
Snead from his position due to concerns that the Board had
regarding Mr Snead’s views of the Company, including:
- Mr Snead consistently proposed the
disposal of all of Magnolia’s assets, effectively liquidating its
portfolio of developed and undeveloped oil and gas
properties. This was at a time when oil prices were trading
at or near the low point in the cycle, and as a result the Board
believes this would have resulted in considerable value destruction
and substantial loss to shareholders.
- During a conference call with the
Board, Mr. Snead had proposed that Magnolia leave the oil and gas
sector and change direction into the computer software
business. The rest of the Board rejected his proposal and
subsequently believed that Mr. Snead intended to use Magnolia as a
vehicle to acquire the interests of his son, Mr R Sterling Snead,
one of the requisitioning shareholders, in several ventures in the
technology sector.
- Mr Snead repeatedly opposed both the
Company’s fundraising efforts in order to participate in the
drilling of several wells and the acquisition of leases during what
was the bottom of the cycle, which could have seen Magnolia
significantly increase its footprint in its chosen areas of focus
such as the prolific and low-cost SCOOP and STACK plays.
Notwithstanding his opposition, Magnolia continued to increase its
interest within these prolific areas.
- A number of months prior to his
resignation, Mr Snead had for the first time requested a salary for
his role as CEO. He was advised that a salary demands full
time employment which, he would be unable to do because of his
other business interests. Mr. Snead then advised the Board
that if he did not receive a salary, he no longer wished to be
involved with the Company.
Since the remainder of the Board refused to accept Mr. Snead’s
proposal, specifically to liquidate Magnolia’s producing assets
and, as the Board believes, to use the resultant shell as a vehicle
with which to acquire interests in the technology sector, it is the
opinion of the Board that Mr Snead is now attempting to achieve
this same objective by requisitioning the General Meeting to
approve the above three resolutions. The Board further believes
that NTOG recognise the value in Magnolia’s producing assets and
has positioned itself to opportunistically acquire these
assets. The Board unanimously believes that, if the
Resolutions are passed, there is a considerable likelihood that the
Company’s assets will be sold which will not be in the best
interests of all Magnolia shareholders.
The Board is further dismayed that, despite the insistence of
NTOG that the requisition is to reduce corporate overhead, NTOG and
the Snead Group were unwilling to discuss their intentions or
objectives in advance of formally requisitioning the meeting.
Overhead at the Company has reduced by more than 30 per cent. over
the last 12 months for the second year and the Company continues to
seek operational and corporate savings.
The Board
unanimously recommends that investors vote against the
Resolutions.
4. Reasons why the
Independent Directors Recommend Shareholders Vote Against the
Resolutions
a.
Resolution for the immediate removal of Magnolia’s CEO,
Rita Fern Whittington.
1. Ms
Whittington has been the driving force behind Magnolia since its
inception
Ms Whittington is a petroleum landman with more than 30 years’
experience in acquisitions, operations and management of oil and
gas properties and is the driving force behind the building of the
Company’s portfolio of leases in proven US onshore formations; the
near perfect success rate achieved in participating in drilling
activity alongside other operators; the increase in Magnolia’s
portfolio of wells to a peak of over 220; and the increase in daily
production.
During her career, Ms Whittington has developed significant
knowledge, contacts and negotiating skills which she has used to
the benefit of the Company considerably. Examples
include:
· in January 2013, Magnolia relinquished its 25%
interest in the Prucha 1-23 MH well (`Prucha' or `the Well')
following disappointing production rates without any funds having
been transferred from Magnolia to the operator due to a clause Ms
Whittington inserted into the contract regarding Magnolia’s
election to participate in the Well. This resulted in Magnolia
saving approximately US$1 million and
avoiding any losses due to Prucha.
· in September 2014, Magnolia received a US$1 million fee for consulting services provided
to an international company acquiring an oil and gas project in
Oklahoma. Once again, it was Ms Whittington who was
responsible for providing these consulting services and for
securing this fee, a testament to her expertise and deep knowledge
of the onshore US oil and gas industry.
Between 2011 and 2014, under Ms Whittington’s stewardship
Magnolia grew strongly in terms of its key performance metrics:
number of producing wells; leases; production; and reserves.
In terms of share price performance, in 2012 Magnolia was one of
the best performing oil and gas producers on AIM and the fourth
best performer overall after the share price rose by 472.6% over
the course of the year.
The fall in the oil price to its worst sub US$30 per barrel required a significant
retrenchment in the Company’s activities. Since the second
half of 2014, Ms Whittington has been working tirelessly to ensure
that Magnolia not only weathers the downturn but is able to take
advantage of any opportunities that would benefit the
Company. Ms Whittington oversaw a substantial decrease in the
Company’s operating cost base both in the 2015 and 2016 financial
years. As recently announced during the 2016 financial year,
operating costs were reduced by more than 30 per cent. Since the
year end, the Company’s cost base has been lowered further still
following a change of offices from Mr Snead’s premises to Ms
Whittington’s home office, at no charge (a saving of US$3,500 per month). In addition, Ms
Whittington has been responsible for the Company’s push into the
highly active SCOOP and STACK plays which has seen Magnolia elect
to participate in 28 wells since January
2017.
Magnolia has a low-risk, low-cost business model that has
weathered the sharp downturn better than many in the sector. This
platform is one that has, at its core, the active management of all
types of risk associated with the oil and gas industry: exploration
risk is managed by focusing on proven formations; execution risk is
managed by participating in drilling alongside established
operators such as Continental Resources and Chesapeake Energy;
individual well risk is managed by building a diversified portfolio
of leases and wells and limiting Magnolia’s interest in any one
well; while oil price risk is managed by focusing on areas that
require relatively low oil prices to breakeven.
As a former partner of Primary Natural Resources I and II, two
oil and gas property acquisition and development companies, Ms
Whittington successfully managed the land department, assets,
acquisition and divestitures, and as a result played a key role in
both companies achieving approximately a 3:1 return on equity upon
divestment. Ms Whittington brings this knowledge, experience,
skills, contacts and low-risk strategy to Magnolia.
Furthermore, Ms Whittington has proven herself to be fully capable
of sourcing and acquiring leases in US onshore formations, securing
attractive terms with established operators when participating in
drilling new wells, and actively managing both a diversified
portfolio of wells and the associated risks.
It is the Board’s view that Ms Whittington’s skills and
knowledge are essential for Magnolia and that her departure from
the Company would be materially adverse to the performance of the
Company. The Board also notes that neither of the
London-based proposed appointees
are petroleum landman nor have they specifically worked in the
Company’s immediate area of operations.
2. A
change of control could trigger an obligation to immediately repay
the bank loan
The Board, including Ms Whittington, and the current management
team have an excellent relationship with the Company’s bank and
Ronald Harwood, Director and Interim
Chairman, was responsible for negotiating the reserves based
lending facility. However, the terms of the Company’s
reserves based lending facility, which was entered into while Mr
Snead was a director, contain a change of control provision which
may trigger an obligation to immediately repay the loan which is
secured against all of Magnolia’s producing assets.
As noted in the Company’s recently published report and
accounts, the Company does not have the cash reserves to repay this
loan in full and would therefore be required to raise funds or sell
down its assets to repay this loan. In the event that the bank is
unwilling to allow the Company time to achieve this, the bank would
be entitled to call upon its security which could involve a formal
insolvency of its subsidiary.
3.
Employee Rights and Entitlements
Were resolution (a) to be passed, Ms Whittington would retain
all of her employment rights and entitlement to a notice
period. The removal of Ms Whittington therefore will not just
lead to a change of direction for Magnolia but could unnecessarily
bring the Company’s future into doubt with shareholders potentially
left with little or no value if the Company’s loan is called.
4.
Magnolia is asset backed and revenue generative while NTOG has
negligible tangible assets and generates only nominal revenues
Today and largely thanks to the efforts of Ms Whittington,
Magnolia has emerged from the downturn still a revenue generative,
asset-backed business with good prospects for the future.
Other than to fund new wells to be drilled and possible future
acquisitions, or due to the occurrence of any adverse
circumstances, the Board considers the Company to have sufficient
resources to cover its costs for the next 12 months.
As announced on 26 May 2017, NTOG
has agreed to acquire from Mr Snead and his family, 204,226,748
ordinary shares in Magnolia, which represents a 10.9% interest in
the Company’s ordinary share capital of Magnolia. In its
announcement, NTOG states it is making the acquisition “as an
alternative and additional way to increase its exposure to the oil
and gas market in the USA”. However, as mentioned
earlier, the removal of Ms Whittington from the Board, which NTOG
and Mr Snead are calling for, is not consistent with NTOG’s
statement that it is looking to increase its investment in the US
oil and gas market as it would remove the key individual behind
that very investment and also could lead to the triggering of the
repayment of the bank debt facility.
The Board believes that a comparison of NTOG’s last half year
report covering the six months to end of June 2016 with Magnolia’s provides a more
plausible rationale behind NTOG’s motives in acquiring the Snead
Group’s interest in Magnolia and working in concert with him to
propose the removal of Ms Whittington from the Board and the
appointment of two of its nominees as directors:
· For the six months to
30 June 2016, NTOG generated revenues
of £133,000 (30 June 2015: £393,000)
while Magnolia’s revenues for the half year period came in at
US$633,585 (H1 2015: US$1,083,998). Even after considering
exchange rates, Magnolia’s half year revenues were 3.5 times higher
than NTOG’s;
· As at 30
June 2016 Magnolia’s non-current assets stood at
US$8,893,414 which included
US$7,217,415 of tangible assets
comprised primarily of Magnolia’s interests in producing wells. By
contrast, NTOG’s non-current assets were reported as being
£2,124,000 at 30 June 2016, the vast
majority of which (approximately £2 million) were intangibles as
opposed to real assets. While Magnolia’s total assets,
inclusive of current assets were US$9,884,324 as at 30 June
2016, NTOG’s were £3,800,000 or approximately US$5,054,000 (at an exchange rate of £1GBP:
$1.33USD being the closing exchange
rate on 30 June 2016); and
· Both companies had similar total
liabilities as at end of June 2016:
Magnolia’s total liabilities were reported as US$3,350,252 or approximately £2,500,000 (using
the exchange rate noted above).
Please note we have used the interim results to 30 June 2017 to compare both companies, as at the
time of writing NTOG has delayed publishing its final results for
the year ended 31 December 2017.
The Board believes that NTOG has an asset light balance sheet
and only nominal revenues are being generated. It would
appear that, despite NTOG claiming that Magnolia’s costs are too
high and that the Company needs to be restructured, NTOG regularly
has to raise funds just to cover its general corporate overheads
let alone grow as evidenced by it recently raising £260,000 via a
mobile application platform. In addition, there has been much
written in the press regarding NTOG’s financial position and its
need to constantly raise funds to remain in business.
Articles on this matter can easily be found on the internet and we
advise our shareholders to read these to gain a fuller picture of
both NTOG and its management team and practices.
We believe by agreeing to acquire the Snead family’s interest in
Magnolia and by proposing the removal of Ms Whittington and the
election of two directors to the Board, NTOG is looking to
strengthen its own balance sheet at the expense of Magnolia’s
shareholders by either acquiring Magnolia’s portfolio of producing
wells and incorporating them within NTOG or by disposing of
them.
b.
Resolution for the appointment of Kristian
Ewen Ainsworth as a director of the Company
Mr Ainsworth is a chartered management accountant and the
Non-executive Chairman of NTOG.
The Board notes that Mr Ainsworth’s experience in the oil and
gas sector has been as a financial controller, finance director and
CFO at a number of companies. Further, the Board notes from
his publically available biography that he states that he has not
worked with companies with assets in the US and does not appear to
have experience in the specialist discipline of securing oil and
gas leases, managing a portfolio of developed and undeveloped
properties, and dealing with, and participating in drilling
alongside, oil and gas operators.
The Company’s current CFO has specific experience of working in
the oil and gas industry in Oklahoma and was hired from Chesapeake Energy
Corporation, one of the operators with which Magnolia
participates.
The Board notes that Mr Ainsworth’s experience is neither
comparative to or compensates for Ms Whittington’s experience nor
would his appointment add to the Company’s finance
capability. Noting further that Mr Ainsworth is not
independent from NTOG, the Board is deeply concerned that his
proposed appointment supports its view that the assets of the
Company may be divested to NTOG.
It is not clear if it is the intention of the two parties for Mr
Snead to assume a management role in Magnolia or NTOG, either on an
interim or permanent basis, but even if this is the case, as
mentioned earlier, the Board believes that Mr Snead does not have
an interest in growing the business, let alone managing the
Company’s existing assets.
c.
Resolution for the appointment of Donald
Zac Phillips as a director of the Company
Mr Phillips is Senior Research Oil & Gas Analyst at SP
Angel, a London-based broker and
has previously worked as head of Oil & Gas research at a number
of specialist resource sector investment banks. The Company
recognises Mr Phillip’s technical qualifications and industry and
city experience. The Board also notes, however, that Mr
Phillips is London-based and has
little to no experience in the US onshore oil and gas sector,
particularly in the specialist discipline of securing oil and gas
leases, managing a portfolio of developed and undeveloped
properties, and dealing with, and participating in drilling
alongside, oil and gas operators.
Whilst the Board recognises Mr Phillips’ experience, it is of
the firm opinion that his experience does not make him a suitable
replacement for Ms Whittington and, at this stage, his appointment
would only bring additional administrative cost to the Company.
5. Summary
In consideration of the above the board of the Company strongly
advises shareholders to vote against the proposed
resolutions:
The Board believes your Company is being targeted by two
parties, namely the Snead family and NTOG, to further their own
specific aims and not those of all shareholders of Magnolia.
In the case of the Snead family, it is the Board’s belief that they
are looking to reduce Magnolia to a cash shell for their own ends,
while NTOG is aiming to gain control of Magnolia’s assets cheaply
to shore up its own balance sheet. We firmly believe the
hostile and unwanted actions of the Snead family and NTOG have
already caused material damage to Magnolia and its shareholders by
negatively impacting the share price, the Company’s ability to
raise funds to cover potential drilling commitments has been
adversely affected.
Following the departure of Mr Snead, the Company has a team with
the requisite skillset and experience to take advantage of the
improving sentiment and market conditions. In Leonard
Wallace, it has a highly experienced petroleum engineer, while in
Lanny Woods it has a geologist with
many years’ experience working in the proven US onshore formations
where Magnolia is focused. Together with Ms Whittington’s
proven expertise in acquiring and managing portfolios of leases and
wells and the Company’s CFO Derec
Norman’s specialist oil and gas finance experience, the
Board and management team of Magnolia has never been stronger. The
Company urges shareholders to reject all the above unwelcome
resolutions and allow the team to focus on what it does best –
building US onshore focused oil and gas companies and selling them
at multiples of the invested capital. We believe that Magnolia now
has the best management team, technical advisors and Board of
Directors to move forward for the benefit of all shareholders.
6. Action to be
taken by Shareholders in respect of the General Meeting
Shareholders will find enclosed with this document a form of
proxy for use at the General Meeting. Whether or not you propose to
attend the General Meeting in person, you are strongly encouraged
to complete, sign and return the form of proxy in accordance with
the instructions printed on it as soon as possible, but in any
event so as to be received, by post or, during normal business
hours only, by hand, by 3.30 p.m.
(BST) on 14 July 2017 (or, in
the case of an adjournment, not later than 48 hours before the time
fixed for the holding of the adjourned meeting (excluding any part
of a day that is not a Business Day)).
The appointment of proxies or the giving of any instruction by
the CREST system will be accepted for the purposes of the General
Meeting.
Appointing a proxy in accordance with the instructions set out
above will enable your vote to be counted at the General Meeting if
you are unable to attend. The completion and return of the form of
proxy will not prevent you from attending and voting in person at
the General Meeting, or any adjournment, should you wish to do
so.
7.
Recommendation
The Directors believe that the resolutions to be proposed at
the General Meeting are not in the best interests of the Company
and Shareholders as a whole and recommend that you vote against
them as they intend to do (or procure to be done) in respect of
their own holdings totalling 138,788,080 Ordinary Shares,
representing approximately 7.42 per cent. of the Share
Capital.
Yours faithfully
Ronald
Harwood
Non-executive Chairman
DEFINITIONS
The following definitions apply throughout this document
(including the Notice of Annual General Meeting and General
Meeting) and the forms of proxy unless the context requires
otherwise:
“AIM
Rules” |
the AIM Rules for
Companies published by the London Stock Exchange |
“AIM” |
the AIM market of the
London Stock Exchange |
“Business
Day” |
any day on which banks
are generally open in England and Wales for the transaction of
business, other than a Saturday, Sunday or public holiday |
“CREST” |
a relevant system (as
defined in the CREST Regulations) in respect of which Euroclear is
the Operator (as defined in the CREST Regulations) |
“CREST
Regulations” |
the Uncertificated
Securities Regulations 2001 (SI 2001/3755), as amended from time to
time |
“Directors” or
“Board” |
the existing directors
of the Company whose names are set out on page 4 of
this document |
“Euroclear” |
Euroclear UK &
Ireland Limited |
“Form of
Proxy” |
the form
of proxy for use in connection with the General Meeting; |
“General
Meeting” |
a general meeting of
the Company to be held at 3:30 p.m. (BST) on 18 July 2017 at the
offices of Hill Dickinson LLP on the 8th Floor of The
Broadgate Tower, 20 Primrose Street, London, EC2A 2EW or any
adjournment thereof, notice of which is set out in the Notice of
General Meeting |
“Magnolia” or “the Company”
|
Magnolia
Petroleum plc
|
“Notice of
General Meeting” |
the notice convening
the General Meeting which is set out at the end of this
document |
“Resolutions” |
the resolutions to be
proposed at the General Meeting, details of which are set out in
the Notice of General Meeting |
“Shareholder” |
a holder of Ordinary
Shares from time to time |