TIDMNOG
RNS Number : 4550X
Nostrum Oil & Gas PLC
29 April 2019
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt about the contents of this
document or the action you should take you are recommended to seek
advice from your solicitor, accountant, stockbroker, bank manager
or other independent financial adviser authorised under the
Financial Services and Markets Act 2000 who specialises in advising
in connection with shares and other securities.
If you have sold or otherwise transferred all of your shares in
Nostrum Oil & Gas PLC ("Nostrum" or the "Company") please send
this document to the purchaser or transferee or to the stockbroker,
bank, or other agent through whom the sale or transfer was
effected, for transmission to the purchaser or transferee or to the
person who arranged the sale or transfer so they can pass this
document to the person who now holds the shares. If you have sold
or transferred part only of your holding in shares in Nostrum you
should retain this document and consult the stockbroker, bank or
other agent through whom the sale or transfer was effected.
NOSTRUM OIL & GAS PLC
(Incorporated in England and Wales with Registered No.
8717287)
Notice of Annual General Meeting
The Notice of the Annual General Meeting ("AGM") of Nostrum to
be held at the offices of White & Case LLP, 5 Old Broad Street,
London, EC2N 1DW on Tuesday 4 June 2019 at 11:00 a.m. (BST) is set
out at the end of this document.
Whether or not you propose to attend the AGM, if you would like
to vote on the resolutions, you may appoint a proxy. You will not
receive a form of proxy for the AGM in the post. Instead, please
refer to the voting arrangements on page (ii).
A summary of the action to be taken by Shareholders is set out
in the notes to the Notice of the AGM set out at the end of this
document. The appointment of a proxy will not prevent you from
attending the AGM and voting in person if you wish to do so (and
are so entitled).
EXPECTED TIMETABLE
Date of this Document 29 April 2019
Last time and date for appointment 11:00 a.m. (BST) on Friday 31 May
of a proxy 2019
Annual General Meeting 11:00 a.m. (BST) on Tuesday 4 June
2019
VOTING ARRANGEMENTS
You will not receive a form of proxy for the Annual General
Meeting with this Notice. Instead, if you would like to vote on the
resolutions, you may appoint a proxy via www.signalshares.com by
following the instructions on that website or, if you hold your
shares in CREST, via the CREST system. Notice of your appointment
of a proxy should reach the Company's Registrar, Link Asset
Services, by no later than 11:00 a.m. (BST) on Friday 31 May
2019.
You may request a hard copy form of proxy directly from the
Company's Registrar, Link Asset Services, by calling 0871 664 0300.
Calls cost 12p per minute plus your phone company's access charges.
If you are outside the United Kingdom, please call +44 (0)371 664
0300. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 9.00 a.m. -
5.30 p.m. (BST), Monday to Friday, excluding public holidays in
England and Wales.
If you hold your shares through a nominee service, please
contact the nominee service provider regarding the process for
appointing a proxy.
DEFINITIONS AND GLOSSARY OF TERMS
The following definitions apply throughout this document unless
the context requires otherwise (in addition to the terms defined in
the text):
2018 Annual Report the Company's annual report for the financial
year ended 31 December 2018
Act the Companies Act 2006 (as amended)
AGM the annual general meeting of the Company for
which the notice is set out at the end of this
document, or any reconvened meeting following
adjournment thereof
Auditor Ernst & Young LLP
Board the board of Directors of the Company
Link Link Asset Services
Company or Nostrum Nostrum Oil & Gas PLC
Directors the directors of the Company, whose names are
set out on page 4
FCA Financial Conduct Authority
Listing Rules the Listing Rules of the FCA
Ordinary Shares ordinary shares of GBP0.01 each in the capital
of the Company
Shareholder a holder of Ordinary Shares
Resolutions all resolutions to be put to the Annual General
Meeting as set out in the notice of Annual
General Meeting on page 6 of this document
United Kingdom or UK United Kingdom of Great Britain and Northern
Ireland
GBP and p pounds Sterling and pence Sterling respectively
All references in this document to laws and regulations are to
English laws and regulations, unless otherwise stated, or as the
context otherwise requires.
CHAIRMAN'S LETTER
NOSTRUM OIL & GAS PLC
(Incorporated in England and Wales with Registered No.
8717287)
9th Floor, 20 Eastbourne Terrace, London, W2 6LG, United
Kingdom
Directors:
Atul Gupta Executive Chairman
Kai-Uwe Kessel Chief Executive Officer
Tom Richardson Chief Financial Officer
Mark Martin Senior Independent Director
Sir Christopher Codrington, Bt. Independent Non-Executive Director
Kaat Van Hecke Independent Non-Executive Director
Martin Cocker Independent Non-Executive Director
Michael Calvey Non-Executive Director
Simon Byrne Non-Executive Director
Company Secretary Thomas Hartnett
29 April 2019
Dear Shareholder
Annual General Meeting of the Company
I am pleased to enclose the Notice of Meeting for the Company's
2019 Annual General Meeting. The AGM will be held at the offices of
White & Case LLP, 5 Old Broad Street, London, EC2N 1DW on
Tuesday 4 June 2019 at 11:00 a.m. (BST). The notice convening the
AGM is set out on page 6 of this document. The purpose of this
letter is to provide you with an explanation of the Resolutions to
be proposed at the AGM.
All Resolutions apart from Resolutions 16 to 19 are proposed as
ordinary resolutions. For each of these to be passed, more than
half the votes cast at the meeting must be in favour of the
Resolution. Resolutions 16 to 19 are proposed as special
resolutions. For each of these to be passed, at least
three-quarters of the votes cast must be in favour of the
Resolution. Voting on all Resolutions to be proposed at the AGM
will be by way of a poll.
The AGM is an opportunity for Shareholders to express their
views directly with the Board and I hope that you will take the
opportunity to do so.
Explanatory notes on all the business to be considered at this
year's AGM appear on pages 10 to 13 of this document.
A resolution to receive the Directors' Report and the Financial
Statements for the year ended 31 December 2018 is included as an
ordinary resolution (resolution 1).
An advisory resolution to approve the Directors' Remuneration
Report is proposed together with a binding resolution to approve
the Directors' Remuneration Policy (resolutions 2 and 3,
respectively). The Directors' Remuneration Report can be found on
pages 78 to 86 of the 2018 Annual Report. The Directors'
Remuneration Report gives details of the implementation of the
Company's remuneration policy in terms of amounts paid or payable
to Directors in connection with their performance and the
performance of the Company during the year ended 31 December 2018.
This vote is advisory and will not affect the way in which the
remuneration policy has been implemented or the future remuneration
that is paid to any Director.
In response to feedback received from shareholders at the 2018
Annual General Meeting, a revised version of the Directors'
Remuneration Policy is being put to shareholders for approval at
the Annual General Meeting. This policy can be found on pages 87 to
95 of the 2018 Annual Report.
In accordance with best practice, the continuation of the
appointments of all Board members is subject to their
re-appointment at the Annual General Meeting (resolutions 4 to 12).
Biographies of each of the Directors standing for re-appointment,
as appropriate, can be found on pages 56 to 57 of the 2018 Annual
Report.
Resolution 13 recommends the re-appointment of Ernst & Young
LLP as auditors to the Company and Resolution 14 proposes that the
Directors be authorised to set their remuneration on the
recommendation of the Audit Committee.
Resolutions 15 and 16 relate to the Directors' authority to
issue shares. Resolution 15 seeks to renew the Directors' general
authority to allot shares, while resolution 16 relates to the
ability to issue new shares for cash other than in accordance with
statutory pre-emption rights.
In addition, a resolution is proposed to retain a notice period
of 14 days for general meetings (other than an annual general
meeting, which has a longer notice period) (resolution 17).
The Company is seeking authority to make market purchases of its
own shares up to an aggregate of 18,600,000 shares (resolution 18).
The Company is also seeking authority to make off-market purchases
of its own shares, in connection with the potential purchase of
shares from the Company's employee benefit trust, up to an
aggregate of 18,600,000 shares (resolution 19), provided that the
maximum number of shares that may be acquired pursuant to the
authorities granted by resolutions 18 and 19 is capped at
18,600,000 shares (i.e. a total of just under 10% of the Company's
issued share capital).
Recommendation
The Board considers that all the proposals to be considered at
the AGM are in the best interests of the Company and its
Shareholders as a whole and are most likely to promote the success
of the Company. The Board recommends that you vote in favour of all
the proposed resolutions as the Directors intend to do in respect
of their own beneficial holdings amounting to 226,669 ordinary
shares (representing approximately 0.12% of the issued share
capital of the Company as at 26 April 2019, being the latest
practicable date prior to the date of this document).
Action to be taken
Whether or not you propose to attend the AGM in person, if you
would like to vote on the resolutions, you may appoint a proxy via
www.signalshares.com by following the instructions on that website
or, if you hold your shares in CREST, via the CREST system. Notice
of your appointment of a proxy should reach the Company's
Registrar, Link Asset Services, by no later than 11:00 a.m. (BST)
on Friday 31 May 2019.
You may request a hard copy form of proxy directly from the
Company's Registrar, Link Asset Services, by calling 0871 664 0300.
Calls cost 12p per minutes plus your phone company's access
charges. If you are outside the United Kingdom, please call +44
(0)371 664 0300. Calls outside the United Kingdom will be charged
at the applicable international rate. Lines are open between 9.00
a.m. - 5.30 p.m. (BST), Monday to Friday, excluding public holidays
in England and Wales.
If you hold your shares through a nominee service, please
contact the nominee service provider regarding the process for
appointing a proxy.
The appointment of a proxy will not preclude Shareholders from
attending and voting at the AGM in person if they wish to do so
(and are so entitled).
Yours faithfully,
Atul Gupta
Executive Chairman
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY given that the 2019 Annual General Meeting of
the Company will be held at the offices of White & Case LLP, 5
Old Broad Street, London, EC2N 1DW on Tuesday 4 June 2019 at 11:00
a.m. (BST).
You will be asked to consider and vote on the resolutions below.
Voting on all Resolutions will be by way of a poll. Resolutions 1
to 15 will be proposed as ordinary resolutions; this means that for
each of those ordinary resolutions to be passed, more than half of
the votes cast must be in favour. Resolutions 16 to 19 will be
proposed as special resolutions; this means that for each of those
Resolutions to be passed, at least three-quarters of the votes cast
must be in favour.
ORDINARY RESOLUTIONS
Reports and Accounts
1. To receive the Company's annual accounts for the financial
year ended 31 December 2018 together with the Directors' report and
the Auditor's report on those accounts.
Directors' Remuneration Report
2. To approve the Directors' Remuneration Report (excluding the
Directors' Remuneration Policy) set out on pages 78 to 86 of the
Company's annual report and accounts for the financial year ended
31 December 2018.
Directors' Remuneration Policy
3. To approve the Directors' Remuneration Policy set out on
pages 87 to 95 of the Company's annual report and accounts for the
financial year ended 31 December 2018, which takes effect
immediately after the AGM on 4 June 2019.
(Re-)appointment of Directors
4. To re-appoint Mr Gupta as a director of the Company, who was
appointed by the Board on 19 May 2014.
5. To re-appoint Mr Kessel as a director of the Company, who was
appointed by the Board on 3 October 2013.
6. To re-appoint Mr Richardson as a director of the Company, who
was appointed by the Board on 1 September 2016.
7. To re-appoint Ms Van Hecke as a director of the Company, who
was appointed by the Board on 31 December 2016.
8. To re-appoint Sir Christopher Codrington, Bt. as a director
of the Company, who was appointed by the Board on 19 May 2014.
9. To re-appoint Mr Martin as a director of the Company, who was
appointed by the Board on 19 May 2014.
10. To re-appoint Mr Calvey as a director of the Company, who
was appointed by the Board on 25 April 2017.
11. To re-appoint Mr Byrne as a director of the Company, who was
appointed by the Board on 16 November 2017.
12. To re-appoint Mr Cocker as a director of the Company, who
was appointed by the Board on 16 November 2017.
Re-appointment of Auditors
13. To re-appoint Ernst & Young LLP as Auditor of the
Company, to hold office from the conclusion of this meeting for a
period that may continue until the conclusion of the next general
meeting at which the annual report and accounts are laid before the
Company.
Auditor's Remuneration
14. To authorise the Directors to determine the remuneration of
the Auditor on the recommendation of the Audit Committee.
Authority to allot Ordinary Shares
15. THAT, in accordance with section 551 of the Act, the
Directors be generally and unconditionally authorised to allot
Relevant Securities (as defined in the notes to this
resolution):
a) comprising equity securities (as defined by section 560 of
the Act) up to an aggregate nominal amount of GBP1,240,000.00 (such
amount to be reduced by the nominal amount of any Relevant
Securities allotted pursuant to the authority in paragraph 15b)
below) in connection with an offer by way of a rights issue:
i. to holders of Ordinary Shares in proportion (as nearly as may
be practicable) to their respective holdings; and
ii. to holders of other equity securities as required by the
rights of those securities or as the Directors otherwise consider
necessary,
but subject to such exclusions or other arrangements as the
Directors may deem necessary or expedient in relation to treasury
shares, fractional entitlements, record dates, legal or practical
problems in or under the laws of any territory or the requirements
of any regulatory body or stock exchange; and
b) in any other case, up to an aggregate nominal amount of
GBP620,000.00 (such amount to be reduced by the nominal amount of
any equity securities allotted pursuant to the authority in
paragraph 15a) above in excess of GBP620,000.00),
provided that this authority shall, unless renewed, varied or
revoked by the Company, expire at the conclusion of the next annual
general meeting of the Company or on 30 June 2020, whichever is
earlier, save that the Company may, before such expiry, make offers
or agreements which would or might require Relevant Securities to
be allotted and the Directors may allot Relevant Securities in
pursuance of such offer or agreement notwithstanding that the
authority conferred by this resolution has expired.
This resolution revokes and replaces all unexercised authorities
previously granted to the Directors to allot Relevant Securities
but without prejudice to any allotment of shares or grant of rights
already made, offered or agreed to be made pursuant to such
authorities.
SPECIAL RESOLUTIONS
Authority to dis-apply pre-emption rights
16. THAT subject to the passing of resolution 15, the Directors
be generally empowered to allot equity securities (as defined in
section 560 of the Act) for cash, either pursuant to the authority
conferred by resolution 15 or by way of a sale of treasury shares,
as if section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to:
a) the allotment of equity securities and sale of treasury
shares for cash in connection with an offer of equity securities
(but, in the case of the authority granted under resolution 15, by
way of a rights issue only):
i. to the holders of Ordinary Shares in proportion (as nearly as
may be practicable) to their respective holdings; and
ii. to the holders of other equity securities as required by the
rights of those securities or as the Directors otherwise consider
necessary,
but subject to such exclusions or other arrangements as the
Directors may deem necessary or expedient in relation to treasury
shares, fractional entitlements, record dates, legal or practical
problems in or under the laws of any territory or the requirements
of any regulatory body or stock exchange; and
b) the allotment (otherwise than pursuant to paragraph 16a)
above) of equity securities up to an aggregate nominal amount of
GBP94,000.00.
The power granted by this resolution will expire at the
conclusion of the next annual general meeting of the Company or on
30 June 2020, whichever is earlier, save that the Company may,
before such expiry make offers or agreements which would or might
require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of any such
offer or agreement notwithstanding that the power conferred by this
resolution has expired.
This resolution revokes and replaces all unexercised powers
previously granted to the Directors to allot equity securities as
if section 561(1) of the Act did not apply but without prejudice to
any allotment of equity securities already made or agreed to be
made pursuant to such authorities.
Notice of general meetings, other than annual general
meetings
17. THAT a general meeting, other than an annual general
meeting, may be called on not less than 14 clear days' notice.
Purchase of own shares
18. THAT the Company be generally and unconditionally authorised
in accordance with Section 701 of the Act to make market purchases
(within the meaning of section 693(4) of the Act) of Ordinary
Shares of GBP0.01 each provided that:
a) The maximum aggregate number of Ordinary Shares that may be
purchased under either market purchases (within the meaning of
section 693(4) of the Act) or off-market purchases (within the
meaning of section 693(2) of the Act) (as approved by resolution
19) is 18,600,000.
b) The minimum price (excluding expenses) that may be paid for
each Ordinary Share is GBP0.01 (the nominal value thereof).
c) The maximum price (excluding expenses) which may be paid for
each Ordinary Share is the higher of:
i. 105 per cent of the average market value of an Ordinary Share
in the Company, as derived from the London Stock Exchange Daily
Official List for the five business days prior to the day the
purchase is made; and
ii. the value of an Ordinary Share calculated on the basis of
the higher of the price quoted for:
1. the last independent trade of; and
2. the highest current bid for,
any number of the Company's Ordinary Shares on the trading venue
where the purchase is carried out.
The authority conferred by this resolution shall expire at the
conclusion of the next annual general meeting of the Company or on
30 June 2020, whichever is earlier, save that the Company may,
before the expiry of the authority granted by this resolution,
enter into a contract to purchase Ordinary Shares which will or may
be executed wholly or partly after the expiry of such
authority.
Off-market purchase of shares
19. THAT the Company authorises, pursuant to section 694(2) of
the Act, the terms of the contract (as set out in the memorandum as
made available for inspection in accordance with section 696(2)(b)
of the Act) to be entered into between the Company and Intertrust
Employee Benefit Trustee Limited, as trustee of the Nostrum Oil
& Gas Benefit Trust, under which the Company may make
off-market purchases (within the meaning of section 693(2) of the
Act) of its own shares provided that the maximum number of Ordinary
Shares that may be purchased, when aggregated with any market
purchases (within the meaning of section 693(4) of the Act) (as
approved by resolution 18) is 18,600,000.
The authority conferred by this resolution shall expire at the
conclusion of the next annual general meeting of the Company or on
30 June 2020, whichever is earlier, save that the Company may,
before the expiry of the authority granted by this resolution,
enter into a contract to purchase Ordinary Shares which will or may
be executed wholly or partly after the expiry of such
authority.
Dated 29 April 2019
By order of the Board
Thomas Hartnett
Company Secretary
Registered office:
9(th) Floor, 20 Eastbourne Terrace, London, W2 6LG
EXPLANATION OF RESOLUTIONS
RESOLUTION 1 - TO RECEIVE THE REPORT AND ACCOUNTS
The Directors are required to present the accounts, Directors'
report and auditor's report to the meeting. These are contained in
the Company's Annual Report and Financial Statements for the year
ended 31 December 2018.
RESOLUTION 2 - TO APPROVE THE DIRECTORS' REMUNERATION REPORT
The Directors' Remuneration Report for the year ended 31
December 2018 is submitted for approval by the Shareholders a copy
of which can be found on pages 78 to 86 of the 2018 Annual Report.
The report gives details of the Directors' remuneration for the
year ended 31 December 2018. The Auditors have audited those parts
of the Directors' Remuneration Report capable of being audited.
Resolution 2 is an advisory vote.
RESOLUTION 3 - TO APPROVE THE DIRECTORS' REMUNERATION POLICY
The Company's existing Directors' Remuneration Policy was
approved by shareholders at the 2018 AGM with 65.49% of votes cast
in favour of it. The Remuneration Committee, having reviewed the
Directors' Remuneration Policy and having taken into account
shareholder comments since the last policy vote, concluded that, in
substance, it remains fit for purpose to support the implementation
of the Company's strategy over the next three-year period with the
exception of the Company's long-term incentive plan ("LTIP"), which
the Remuneration Committee decided to revise and which is set out
in further detail on pages 87 to 95 of the 2018 Annual Report. The
policy has been revised to provide that the Company's non-executive
directors are ineligible to receive any awards under the LTIP. The
policy also now allows future bonuses to be paid in whole or in
part in deferred shares. Finally, the policy now allows for pension
contributions to executive directors up to a 10% maximum
opportunity or higher if required by applicable law. Any discretion
to be retained by the Remuneration Committee is detailed in the
relevant sections within the policy.
RESOLUTION 4 TO 12 APPOINTMENTS OF DIRECTORS
The UK Corporate Governance Code provides for all directors of
companies forming part of the FTSE 350 to be subject to annual
appointment by shareholders. In accordance with best practice, all
members of the Board are standing for re-appointment by the
Shareholders at this year's AGM.
The Board has reviewed the role of each of the Directors and
remains satisfied that each of the Directors continues to be fully
competent to carry out his or her responsibilities as a member of
the Board and that each such Director's performance continues to be
effective and demonstrates commitment to the role. In 2018, all
Directors were subject to a performance evaluation which was
carried out in relation to the fulfilment of their duty to act in
the long-term interest of the Company, on behalf of its members
while also having due regard for other stakeholders. Biographies of
each of the Directors can be found on pages 56 to 57 of the 2018
Annual Report.
RESOLUTION 13 RE-APPOINTMENT OF AUDITORS
The Company is required at each general meeting at which the
Company's annual report and accounts for the previous financial
year are presented to appoint auditors to hold office until the
next such meeting. Accordingly, the Board, on the recommendation of
the Audit Committee, recommends to shareholders the re-appointment
of Ernst & Young LLP as the Company's auditors.
An external audit tender was last carried out during the 2015
financial year which resulted in the re-appointment of Ernst &
Young LLP.
RESOLUTION 14 AUDITORS REMUNERATION
This resolution, which is conditional on the passing of
resolution 13, seeks Shareholder consent for the Directors to set
the remuneration of the Auditors on the recommendation of the Audit
Committee.
RESOLUTION 15 AUTHORITY TO ALLOT ORDINARY SHARES
The Company's Directors may only allot Ordinary Shares or grant
rights over Ordinary Shares if authorised to do so by the
Shareholders. The authority granted at the general meeting of the
Company held on 5 June 2018 under section 551 of the Act to allot
relevant securities is due to expire at the conclusion of this
year's AGM. Accordingly, this resolution seeks to renew the
Directors' authority to allot Relevant Securities in accordance
with section 551 of the Act.
If passed, the resolution will authorise Directors to allot: (i)
in relation to a pre-emptive rights issue only, equity securities
(as defined by section 560 of the Act) up to a maximum nominal
amount of GBP1,240,000.00 which represents approximately 66% of the
Company's issued Ordinary Shares (excluding treasury shares) as at
26 April 2019 (the latest practicable date prior to the date of
this document). This maximum is reduced by the nominal amount of
any Relevant Securities allotted under the authority set out in
paragraph 15b); and (ii) in any other case, Relevant Securities up
to a maximum nominal amount of GBP620,000.00 which represents
approximately 33% of the Company's issued Ordinary Shares
(excluding treasury shares) as at 26 April 2019 (the latest
practicable date prior to the date of this document). This maximum
is reduced by the nominal amount of any equity securities allotted
under the authority set out in paragraph 15a) in excess of
GBP620,000.00.
The maximum nominal amount of Relevant Securities (including
equity securities) that may be allotted under this resolution is
GBP1,240,000.00.
As at close of business on 26 April 2019 (the latest practicable
date prior to the date of this document), the Company did not hold
any treasury shares.
The authority granted by this resolution will expire at the
conclusion of the next annual general meeting of the Company or on
30 June 2020, whichever is earlier.
The Directors have no present intention of exercising the
authority granted by this resolution, but the authority provides
the flexibility to allow them to do so in the future. The Directors
would not exercise the authority unless they believed that the
expected effect would promote the success of the Company for the
benefit of its Shareholders as a whole.
In this resolution, Relevant Securities means:
a) shares in the Company, other than shares allotted pursuant to:
a. an employee share scheme (as defined in section 1166 of the Act);
b. a right to subscribe for shares in the Company where the
grant of the right itself constitutes a Relevant Security; or
c. a right to convert securities into shares in the Company
where the grant of the right itself constitutes a Relevant
Security; and
b) any right to subscribe for or to convert any security into
shares in the Company other than rights to subscribe or convert any
security into shares allotted pursuant to an employee share scheme
(as defined in section 1166 of the Act). References to the
allotment of Relevant Securities in this resolution include the
grant of such rights.
RESOLUTION 16 TO AUTHORISE DIRECTORS TO DIS-APPLY PRE-EMPTION
RIGHTS
This resolution will, if passed, give the Directors power,
pursuant to the authority to allot granted by Resolution 15, to
allot equity securities (as defined by section 560 of the Act) or
sell treasury shares for cash without first offering them to
existing Shareholders in proportion to their existing holdings (a)
in relation to pre-emptive offers and offers to holders of other
equity securities if required by the rights of those securities or
as the Directors otherwise consider necessary, up to a maximum
nominal amount of GBP620,000.00 which represents approximately 33%
and, in relation to rights issues only, up to a maximum additional
amount of GBP620,000.00 which represents approximately 33% of the
Company's issued Ordinary Shares (excluding treasury shares) as at
26 April 2019 (the latest practicable date prior to the date of
this document); and (b) in any other case, up to a maximum nominal
amount of GBP94,000.00 which represents approximately 5% of the
Company's issued Ordinary Shares (excluding treasury shares) as at
26 April 2019 (the latest practicable date prior to the date of
this document).
The Board considers the authority in Resolution 16 to be
appropriate in order to allow the Company flexibility to finance
business opportunities or to conduct a pre-emptive offer or rights
issue without the need to comply with the strict requirements of
the statutory pre-emption provisions.
This authority will expire at the conclusion of the next annual
general meeting of the Company or on 30 June 2020, whichever is
earlier. It is the intention of the Director's to seek to renew
this authority every year and this resolution will revoke and
replace the power granted by Shareholders at last year's annual
general meeting.
RESOLUTION 17 NOTICE OF GENERAL MEETINGS OTHER THAN ANNUAL
GENERAL MEETINGS
Under the Act, the notice period required for all general
meetings of the Company is 21 clear days. AGM's will always be held
on at least 21 clear days' notice but Shareholders can approve a
shorter notice period for other general meetings.
This resolution would, if passed, allow the Company flexibility
to call general meetings, other than annual general meetings on not
less than 14 clear days' notice. The approval will be effective
until the Company's next annual general meeting, when it is
intended that a similar resolution will be proposed.
RESOLUTION 18 TO APPROVE THE PURCHASE OF THE COMPANY'S OWN
SHARES
This resolution seeks authority for the Company to make market
purchases of its own Ordinary Shares and is proposed as a special
resolution. If passed, the resolution gives authority for the
Company to purchase up to 18,600,000 of its Ordinary Shares,
representing just under 10 per cent of the Company's issued
Ordinary Share capital (excluding treasury shares) as at 26 April
2019 (the latest practicable date prior to the date of this
document).
The resolution specifies the minimum and maximum prices which
may be paid for any Ordinary Shares purchased under this authority.
The authority will expire at the conclusion of the next annual
general meeting of the Company or on 30 June 2020, whichever is
earlier.
The Directors do not currently have any intention of exercising
the authority granted by this resolution. The Directors will only
exercise the authority to purchase Ordinary Shares where they
consider that such purchases will be in the best interests of
Shareholders generally and will result in an increase in earnings
per Ordinary Share.
The Company may either cancel any shares it purchases under this
authority or transfer them into treasury (and subsequently sell or
transfer them out of treasury or cancel them).
There are currently no options to subscribe for Ordinary Shares
in the Company and the Company does not have any outstanding share
warrants.
RESOLUTION 19 TO APPROVE THE OFF-MARKET PURCHASE OF THE
COMPANY'S OWN SHARES
This resolution seeks to authorise the terms of a contract to be
entered into between the Company and Intertrust Employee Benefit
Trustee Limited, as trustee of the Nostrum Oil & Gas Benefit
Trust (the "EBT"), under which the Company may acquire from the
trustee some or all of the Ordinary Shares currently held in the
EBT. This purchase by the Company of its own shares will comprise
an off-market purchase (within the meaning of section 693(2) of the
Act). The terms of the contract are set out in a memorandum which
will be made available for inspection by all Shareholders at the
Company's registered office for not less than 15 days ending with
the date of the AGM and at the meeting itself.
The authority will expire at the conclusion of the next annual
general meeting of the Company or on 30 June 2020, whichever is
earlier.
On 26 April 2019 (the latest practicable date prior to the date
of this document), there were no options to subscribe for Ordinary
Shares in the Company.
The Board confirms that, in its opinion, all of the resolutions
are in the best interests of the Shareholders of the Company as a
whole and recommends that Shareholders vote in favour of them.
Notes:
1. Voting on all Resolutions will be conducted by way of a poll
rather than a show of hands. In a poll, each shareholder has one
vote for every share held. This is a more transparent method of
voting as shareholders' votes are counted according to the number
of shares registered in their names. On arrival at the AGM all
those entitled to vote will be required to register and collect a
poll card. As soon as practicable following the meeting, the
results of the voting will be announced via a regulatory
information service and also placed on the Company's website.
2. Only those Shareholders registered in the Company's register of members at:
(a) 18:00 p.m. (BST) on Friday 31 May 2019; or
(b) if this meeting is adjourned, at 18:00 p.m. (BST) on the day
two days prior to the adjourned meeting,
shall be entitled to attend and vote at the meeting. Changes to
the register of members after the relevant deadline shall be
disregarded in determining the rights of any person to attend and
vote at the meeting.
3. Every member entitled to attend and vote at the AGM has the
right to appoint some other person(s) of their choice, who need not
be a Shareholder, as his proxy to exercise all or any of his
rights, to attend, speak and vote on their behalf at the meeting. A
proxy need not be a member of the Company but must attend the
meeting for the member's vote to be counted. A member may appoint
more than one proxy in relation to the AGM provided that each proxy
is appointed to exercise the rights attached to a different share
or shares held by that member.
4. In order to be valid, a proxy appointment must be made by one
of the following methods, in each case so as to be made no later
than 11am on Friday 31 May 2019 or, in the case of an adjourned
meeting, not less than 48 hours before the time appointed for
holding such adjourned meeting (ignoring for these purposes
non-working days) or (in the case of a poll taken otherwise than at
or on the same day as the meeting or adjourned meeting) for the
taking of the poll at which it is to be used:
-- via www.signalshares.com by logging on and selecting the
'Proxy Voting' link. If you have not previously registered for
electronic communications, you will first be asked to register as a
new user, for which you will require your investor code (IVC)
(which can be found on your share certificate), family name and
postcode (if resident in the UK). If for any reason a member does
not have this information, they will need to contact the Registrar
by telephone on 0871 664 0300 (calls cost 12p per minute plus your
phone company's access charge). If you are outside of the United
Kingdom, please call +44 371 664 0300. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines
are open between 9.00 a.m. - 5.30 p.m. Monday to Friday, excluding
public holidays in England and Wales;
-- if your shares are held electronically via CREST, the proxy
appointment may be lodged using the CREST Proxy Voting Service in
accordance with notes 14 to 17 below; or
-- you may request a hard copy form of proxy directly from the
Registrar, Link Asset Services, on 0871 664 0300. Calls cost 12p
per minute plus your phone company's access charge. If you are
outside the United Kingdom, please call +44 (0)371 664 0300. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 09:00 - 17:30, Monday to
Friday excluding public holidays in England and Wales.
Please note that any electronic communication sent to the
Company or to the Shareportal Service that is found to contain a
computer virus will not be accepted. The use of the internet
service in connection with the AGM is governed by the conditions of
use set out on the website, www.signalshares.com and may be read by
logging on to that site. If you want to appoint more than one proxy
electronically please contact the Company's registrar on the Link
Telephone Helpline on 0871 664 0300 (calls cost 12p per minute plus
extras, lines are open 9.00am-5.30pm Mon-Fri) or if you are calling
from overseas please call +44 371 664 0300 (calls outside the
United Kingdom will be charged at the applicable international
rate).
Completion and return of such a proxy will not prevent a member
from attending the AGM and voting in person.
5. If you wish to appoint a person other than the Chairman,
please insert the name of your chosen proxy holder. If the proxy is
being appointed in relation to less than your full voting
entitlement, please enter in the box next to the proxy holder's
name the number of Ordinary Shares in relation to which they are
authorised to act as your proxy. If left blank your proxy will be
deemed to be authorised in respect of your full voting entitlement
(or if this proxy form has been issued in respect of a designated
account for a Shareholder, the full voting entitlement for that
designated account).
6. To appoint more than one proxy you should log on to
www.signalshares.com or contact the Registrar by telephone on 0871
664 0300 (calls cost 12p per minute plus your phone company's
access charge). If you are outside of the United Kingdom, please
call +44 371 664 0300. Calls outside the United Kingdom will be
charged at the applicable international rate. Lines are open
between 9.00 a.m. - 5.30 p.m. Monday to Friday, excluding public
holidays in England and Wales. If you submit more than one valid
proxy appointment in respect of the same share or shares, the
appointment received last before the latest time for the receipt of
proxies will take precedence. If the Company is unable to determine
which was received last, none of the proxy appointments in respect
of that share or shares shall be valid.
7 In the case of joint holders, where more than one of the joint
holders completes a proxy appointment, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
8. Any person receiving a copy of this Notice as a person
nominated by a member to enjoy information rights under section 146
of the Act (a Nominated Person) should note that the provisions in
this Notice concerning the appointment of a proxy or proxies to
attend the meeting in place of a member, do not apply to a
Nominated Person as only Shareholders have the right to appoint a
proxy. However, a Nominated Person may have a right under an
agreement between the Nominated Person and the member by whom he or
she was nominated to be appointed, or to have someone else
appointed, as a proxy for the meeting. If a Nominated Person has no
such proxy appointment right or does not wish to exercise it,
he/she may have a right under such an agreement to give
instructions to the member as to the exercise of voting rights at
the meeting.
9. Nominated persons should also remember that their main point
of contact in terms of their investment in the Company remains the
member who nominated the Nominated Person to enjoy information
rights (or, perhaps the custodian or broker who administers the
investment on their behalf). Nominated Persons should continue to
contact that member, custodian or broker (and not the Company)
regarding any changes or queries relating to the Nominated Person's
personal details and interest in the Company (including any
administrative matter). The only exception to this is where the
Company expressly requests a response from a Nominated Person.
10. Pursuant to regulation 41(1) of the Uncertificated
Securities Regulations 2001 (2001 No. 3755) (as amended) and for
the purposes of section 360B of the Act, the Company has specified
that only those members registered on the register of members of
the Company at 18:00 p.m. (BST) on Friday 31 May 2019 or if the
meeting is adjourned, on the day which is two days prior to the
time of the adjourned meeting shall be entitled to attend and vote
at the AGM in respect of the number of Ordinary Shares registered
in their name at that time. Changes to the register of members
after 18:00 p.m. (BST) on Friday 31 May 2019 shall be disregarded
in determining the rights of any person to attend and vote at the
AGM.
11. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
AGM to be held on Tuesday 4 June 2019 and any adjournment(s)
thereof by using the procedures described in the CREST Manual.
CREST personal members or other CREST sponsored members and those
CREST members who have appointed a voting service provider(s)
should refer to their CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on their
behalf.
12. In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message (CREST
Proxy Instruction) must be properly authenticated in accordance
with Euroclear UK & Ireland Limited's specifications and must
contain the information required for such instructions, as
described in the CREST Manual (available via
www.euroclear.com/CREST). The message, regardless of whether it
constitutes the appointment of a proxy or an amendment to the
instruction given to a previously appointed proxy must, in order to
be valid, be transmitted so as to be received by the Company's
agent (ID number RA10) by the latest time(s) for receipt of proxy
appointments, together with any power of attorney or other
authority under which it is sent. For this purpose, the time of
receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Applications Host)
from which Link Asset Services is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After this time
any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
13. CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular messages. Normal system timings and limitations
will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings
(www.euroclear.com/CREST).
14. The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001 (as amended). For
further information relating to the CREST proxy system, please
refer to the CREST Manual.
15. A corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a member (provided, in the case of multiple corporate
representatives of the same corporate shareholder, they are
appointed in respect of different shares owned by the corporate
shareholder or, if they are appointed in respect of those same
shares, they vote those shares in the same way). Corporate
shareholders can also appoint one or more proxies in accordance
with Notes 3--7 and, if relevant, Notes 8--9 above. Please note,
however, that if multiple corporate representatives purport to vote
the same block of shares in different ways, they will be treated as
not having voted.
16. Shareholders may change proxy instructions by submitting a
new proxy appointment using the methods set out above. Note that
the cut-off time for receipt of proxy appointments (see above) also
apply in relation to amended instructions; any amended proxy
appointment received after the relevant cut-off time will be
disregarded.
Where you have appointed a proxy using the hard-copy form and
would like to change the instructions using another hard-copy proxy
form, please contact Link Telephone Helpline on 0871 664 0300
(calls cost 12p per minute plus extras, lines are open
9.00am-5.30pm Mon-Fri) or if you are calling from overseas please
call +44 371 664 0300 (calls outside the United Kingdom will be
charged at the applicable international rate).
If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of
proxies will take precedence.
17. If the Chairman, as a result of any proxy appointments, is
given discretion as to how the votes the subject of those proxies
are cast and the voting rights in respect of those discretionary
proxies, when added to the interests in the Company's securities
already held by the Chairman, result in the Chairman holding such
number of voting rights that he has a notifiable obligation under
the Disclosure, Guidance and Transparency Rules, the Chairman will
make the necessary notifications to the Company and the Financial
Conduct Authority. As a result, any member holding 3 per cent. or
more of the voting rights in the Company who grants the Chairman a
discretionary proxy in respect of some or all of those voting
rights and so would otherwise have a notification obligation under
the Disclosure, Guidance and Transparency Rules, need not make a
separate notification to the Company and the Financial Conduct
Authority.
18. Any Shareholder attending the AGM has the right to ask
questions. The Company must cause to be answered any question
relating to the business being dealt with at the meeting put by a
Shareholder attending the AGM. However, members should note that no
answer need be given in the following circumstances:
(i) if to do so would interfere unduly with the preparation of
the AGM or would involve a disclosure of confidential
information;
(ii) if the answer has already been given on a website in the
form of an answer to a question; or
(iii) if it is undesirable in the interests of the Company or
the good order of the AGM that the question be answered.
19. As at 26 April 2019, being the latest practicable date
before the publication of this Notice, the Company's issued capital
consisted of 188,182,958 Ordinary Shares carrying one vote each.
Therefore, the total voting rights in the Company as at 26 April
2019 are 188,182,958 Ordinary Shares.
20. This Notice, together with information about the total
numbers of shares in the Company in respect of which members are
entitled to exercise voting rights at the meeting as at 26 April
2019, being the latest practicable date before the publication of
this Notice, and, if applicable, any members' matters of business
received after the publication of this Notice can be found on the
Company's website at http://www.nostrumoilandgas.com.
21. Shareholders are advised that, unless otherwise stated, any
telephone number, website and email address set out in this Notice
or Chairman's letter should not be used to communicate with the
Company (including the service of documents or information relating
to the proceedings at the AGM). Shareholders who have general
queries about the meeting should email IR@nog.co.uk or telephone
+44 203 740 7430 (no other methods of communication will be
accepted).
22. Under section 527 of the Act, Shareholders meeting the
threshold requirements set out in that section have the right to
require the Company to publish on a website a statement setting out
any matter relating to: (i) the audit of the Company's accounts
(including the auditor's report and the conduct of the audit) that
are to be laid before the AGM; or (ii) any circumstances connected
with an auditor of the Company ceasing to hold office since the
previous meeting at which annual accounts and reports were laid in
accordance with section 437 of the Act. The Company may not require
the Shareholders requesting any such website publication to pay its
expenses in complying with sections 527 or 528 of the Act. Where
the Company is required to place a statement on a website under
section 527 of the Act, it must forward the statement to the
Company's auditor not later than the time when it makes the
statement available on the website. The business which may be dealt
with at the AGM includes any statement that the Company has been
required under section 527 of the Act to publish on a website.
23. A Shareholder wishing to request publication of a statement
under note 22 above must send the request to the Company using one
of the following methods:
23.1 in hard copy form to Thomas Hartnett, Company Secretary, at the Company's registered office;
23.2 by email to Hartnett@nog.co.uk and to be confirmed in writing to the registered office address; or
23.3 by fax to +31 20 737 2292 marked for the attention of
Thomas Hartnett and confirmed in writing to the registered office
address.
24. Copies of service contracts of the executive directors and
non-executive directors' letters of appointment are available for
inspection at the Company's registered office during normal
business hours and at the AGM from at least 15 minutes prior to the
AGM until the end of the meeting.
25. Other information required by section 311A of the Act can be
found in the copy of the Company's annual report and accounts for
the financial year ended 31 December 2018 which are available,
together with this Notice, at www.nog.co.uk.
Information for attending in person
Nostrum Oil & Gas PLC
Annual General Meeting
Venue
White & Case LLP
5 Old Broad Street
London
EC2N 1DW
Tuesday 4 June 2019 at 11:00 a.m. (BST)
Light refreshments only will be served.
Nearest Tube Stations
The offices of White & Case LLP are a five-minute walk from
Bank or Liverpool Street Tube Stations.
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
NOAEASLNAAKNEFF
(END) Dow Jones Newswires
April 29, 2019 11:28 ET (15:28 GMT)
Nostrum Oil & Gas (LSE:NOG)
Historical Stock Chart
From Apr 2024 to May 2024
Nostrum Oil & Gas (LSE:NOG)
Historical Stock Chart
From May 2023 to May 2024