TIDMPXEN
RNS Number : 0429L
Prospex Energy PLC
08 September 2021
Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and
Gas
8 September 2021
Prospex Energy PLC ('Prospex' or the 'Company')
Posting of Circular and Notice of General Meeting
Prospex Energy PLC, the AIM quoted investment company (AIM:PXEN)
focused on European gas and power projects, announces that it will
today be posting to Shareholders a circular (the "Circular"), along
with accompanying notice of general meeting and form of proxy
(together, with the Circular, the "Documents"), in relation to the
Requisition, further details of which are set out in the Company's
announcements of 13 and 24 August 2021.
The Circular contains a unanimous recommendation of your Board
to vote AGAINST the requisitioned resolutions 1 through 8 inclusive
and to vote FOR the Company's resolutions 11 through 14
inclusive.
The General Meeting will be held at the offices of Charles
Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD at 9.30 a.m.
on 5 October 2021. The Documents will shortly be available on the
Company's website.
The Letter from the Chairman of the Company has been extracted
and included in this announcement below.
Unless the context requires otherwise, definitions used in this
announcement will have the same meaning as ascribed to them in the
Circular.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information visit www.prospex.energy or contact the
following:
Mark Routh Prospex Energy PLC Tel: +44 (0) 20 7236
1177
Rory Murphy Strand Hanson Limited Tel: +44 (0) 20 7409
Ritchie Balmer 3494
Colin Rowbury Novum Securities Limited Tel: +44 (0) 20 7399
Jon Belliss 9427
Duncan Vasey Peterhouse Capital Limited Tel: +44 (0) 20 7220
9797
Susie Geliher St Brides Partners Ltd Tel: +44 (0) 20 7236
Catherine Leftley 1177
To all Shareholders
Notice of General Meeting to be held on 5 October 2021 and
Unanimous Recommendation of your Board to vote AGAINST the
requisitioned resolutions
Dear Shareholders
This is to inform you of the details of the requisitioned
General Meeting which we are holding at the offices of Charles
Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD at 9.30 a.m.
on 5 October 2021.
If you would like to vote on the Resolutions but cannot come to
the General Meeting, you can appoint a proxy to exercise all or any
of your rights to attend, vote and speak at the General Meeting by
using one of the methods set out in the notes to the Notice of
General Meeting. Appointing a proxy will not prevent you from
attending and voting in person at the General Meeting.
Shareholders unable or unwilling to attend are invited to submit
questions to the Company via the following email address
shareholderenquiries@stbridespartners.co.uk before 9:30 a.m. on 1
October with "PXEN General Meeting" in the subject. Questions of a
similar nature may be grouped and answered as a whole and
responses, where permissible, will be published after the
meeting.
All votes will be undertaken by way of poll rather than a show
of hands to reflect the fact that Shareholders, proxies and
corporate representatives may not wish or be unable to attend.
Shareholders are encouraged to vote beforehand as they see fit
by using the proxy system. If you would like to vote on the
Resolutions you can appoint the meeting's Chairman as your proxy to
exercise all or any of your rights to vote. Simply fill out the
proxy card sent as part of this pack.
The purpose of this letter is to explain certain elements of the
business to be considered at the meeting. Resolutions 1 to 9
(inclusive) and 11 to 13 (inclusive) will be proposed as ordinary
resolutions. Resolutions 10 and 14 will be proposed as special
resolutions.
As announced on 24 August 2021, Resolutions 1 to 10 have been
proposed as part of a general meeting requisition request received
from Jarvis Investment Management Limited, and therefore not by the
Directors. Resolutions 11 to 14 are being proposed by the Directors
as an alternative to Resolutions 1 to 10.
For the reasons set out below, the Directors recommend voting
AGAINST resolutions 1 through 8 and voting FOR resolutions 11
through 14.
This requisitioned General Meeting proposes that shareholders be
asked to consider the following resolutions:
Resolutions 1 TO 4 - APPOINTMENT OF DIRECTORS
Resolutions 1 to 4 deal with the proposed appointment of new
directors of the Company.
1. The appointment of Leo Willem Koot to the Board.
2. The appointment of Gordon Bowman Stein to the Board.
3. The appointment of Stephen Boccioli to the Board.
4. The appointment of Michael Douglas to the Board.
Resolutions 5 to 8 - ReMOVAL OF DIRECTORS
Resolutions 5 to 8 deal with the proposed removal of the
Directors from the Board.
5. The removal of William Hartman Smith from the Board
6. The removal of Richard Paul Mays from the Board
7. The removal of Mark Christopher Routh from the Board
8. The removal of Alasdair Ian Buchanan from the Board
At the last Annual General Meeting of the Company held on 27(th)
July 2021, resolutions to grant authorities to allot ordinary
shares in the capital of the Company and to disapply pre-emption
rights were not passed, so beyond pre-existing share authorities
from prior years, the Company has no means to raise capital by
issuing shares.
Resolution 9 - Allotment of share capital
Subject to resolutions 1 to 8 (inclusive) above being passed,
and Resolution 10 being passed, Resolution 9 proposes that
authority be granted to allot ordinary shares in the capital of the
Company up to a maximum nominal amount of one hundred and
twenty-five thousand pounds (GBP125,000) representing an authority
to allot approximately 72.6 per cent of the Company's issued
ordinary share capital as at 7 September 2021 (the latest
practicable date before publication of this letter) during the
period of two years following the passing of this Resolution.
Special Resolution 10 - Disapplication of statutory pre-emption
rights
Subject to resolutions 1 to 8 (inclusive) above being passed,
and Resolution 9 being passed, Resolution 10 will empower the
directors proposed to be appointed pursuant to Resolutions 1 - 4 to
allot Ordinary Shares for cash on a non-pre-emptive basis up to a
maximum nominal value of one hundred and twenty-five thousand
pounds (GBP125,000), representing an authority to allot
approximately 72.6 per cent of the issued ordinary share capital of
the Company as at 7 September 2021 (the latest practicable date
before publication of this letter).
Resolutions 11 and 12 - CONFIRMATION OF THE APPOINTMENT OF
DIRECTORS
Subject to resolutions 1 to 10 (inclusive) above not being
passed, resolutions 11 and 12 are being tabled to confirm the
appointment of Mark Routh and Alasdair Buchanan as directors of the
Company.
Neither the Shareholder requisitioning the General Meeting, nor
the proposed directors contemplated by resolutions 1 to 4 above,
have presented the Company with biographies or credentials of the
proposed directors to demonstrate their suitability for the role or
their familiarity with the Company's assets.
Brief biographies for the recently appointed directors are set
out below.
Mark Routh
Mark is a Petroleum Engineer with more than 40 years' experience
in the industry, covering executive management, commercial/asset
management, area management and technical roles. Mark spent eight
years as CEO/Chairman of AIM listed IOG plc. He has more than 15
years' experience as a board director in executive and
non-executive roles in both private and listed companies.
Prior to founding CH4 Energy in 2002, he served 10 years with
Hess, six years with BP and five years with Schlumberger in
South-East Asia and the North Sea. Mark is currently a
Non-Executive Director of Warrego Energy Ltd, the Company's partner
in the El Romeral gas and power operation in Spain. Mark has an MSc
in Petroleum Engineering from Imperial College and has been a
member of the Society of Petroleum Engineers since 1985.
Alasdair Buchanan
Alasdair has 40 years' experience in the industry. Most recently
he was Global Energy Director at Lloyds Register and was Chief
Operating Officer and a director of Senergy Group plc, the global
provider of sub-surface drilling and project management services,
responsible for 750 employees. Alasdair was also a non-executive
director of Warrego Energy UK Limited from 2012-2019 prior to its
public listing on the ASX.
Alasdair worked for Halliburton for three years in Aberdeen and
Texas, most recently as Vice President UK and worked for BJ
Services for 28 years both in the UK and internationally. Alasdair
has a BSc (Hons) in Chemical Engineering from the University of
Edinburgh and has been a member of the Society of Petroleum
Engineers since 1984.
Resolution 13 - Allotment of share capitaL
Subject to resolutions 1 to 10 (inclusive) not being passed ,
Resolution 13 proposes that authority be granted to allot ordinary
shares in the capital of the Company up to a maximum nominal amount
of one hundred thousand pounds (GBP100,000) representing an
authority to allot approximately 62.5 per cent of the Company's
issued ordinary share capital as at 7 September 2021 (the latest
practicable date before publication of this letter) during the
period of two years following the passing of this Resolution 13.
Note that this is a lower level of share authorities being sought
by Resolution 9 above by the shareholder group representing the
proposed directors.
Proposed use of authorities
The Board believes that Prospex's current portfolio is a
springboard for further growth opportunities. Organic growth is
already happening and corporate acquisitions will also be
considered. Currently all our assets are onshore. We would look at
offshore gas projects - access to infrastructure for gas export is
key.
Investment and acquisition size will vary according to the
available production linked financing. We will leverage the optimum
debt levels, common practice in this industry, in order to increase
returns to shareholders with minimal risk. We are looking at
onshore asset divestments in Germany, Romania and elsewhere. The
Company is talking to debt financiers and others in order to limit
the use of equity and shareholder dilution, but future deals are
likely to comprise an element of both debt and equity. Therefore,
the Company proposes to ask shareholders for the ability to raise
funds to grow the Company through the issue of shares to finance
future deals that are in line with the Company's stated vision and
strategy.
Special Resolution 14 - Disapplication of statutory pre-emption
rights
Subject to resolutions 1 to 10 (inclusive) not being passed ,
Resolution 14 will empower the Directors to allot Ordinary Shares
for cash on a non-pre-emptive basis up to a maximum nominal value
of seventy-five thousand pounds (GBP75,000), representing an
authority to allot approximately 46.9 per cent of the issued
ordinary share capital of the Company as at 7 September 2021 (the
latest practicable date before publication of this letter) and
shall expire upon the expiry of the general authority conferred by
Resolution 13. Note that this is also a lower level of share
authorities being sought by Resolution 10 above by the shareholder
group representing the proposed directors.
Proposed use of authorities
As described above under Resolution 13, the Company is seeking
authority to be able to raise funds, if and when needed, through
the issue of equity without pre-emption in order to be able to
execute transactions, if and when needed, without having to call a
further general meeting.
DUE DILIGENCE ON PROPOSED DIRECTORS
None of the proposed directors put forward as part of the
requisition notice has been subject to due diligence, or been
approved by Strand Hanson, the Company's Nominated Adviser. Strand
Hanson will now commence this process in line with its requirements
under the AIM Rules for Companies and AIM Rules for Nominated
Advisers. Should the information to be requested not be provided
within a sufficient period to allow Strand Hanson to make an
informed assessment of the proposed appointees by the time of the
General Meeting, or should external third party due diligence
reports be required to be commissioned and such due diligence
reports are not commissioned, or should Strand Hanson determine
that any of the proposed directors are not suitable to act as
directors of the Company, Strand Hanson may be forced to consider
its position as nominated adviser to the Company. In the event that
Strand Hanson were to resign as nominated adviser, the Company's
ordinary shares would be suspended from trading immediately and,
under the AIM Rules for Companies, the Company would then have one
month to replace Strand Hanson as nominated adviser, failing which
the Company's admission to trading on AIM would be cancelled.
ACTION TO BE TAKEN
Shareholders will find a Form of Proxy enclosed for use at the
General Meeting. You are requested to complete and return the Form
of Proxy in accordance with the instructions printed thereon as
soon as possible. To be valid, completed Forms of Proxy must be
received by the Company's Registrars, not later than 9.30 a.m. on 1
October 2021, being 2 business days before the time appointed for
holding the General Meeting. Your attention is drawn to the notes
to the Form of Proxy. As noted above, Shareholders are encouraged
to vote in advance by proxy and to appointment the Chairman as
their proxy.
Recommendation
The CEO of the Company published Prospex's strategy and its
future plans in the shareholder letter published on 23 August 2021,
released on the Company's website, which can be found here:
bit.ly/3kdxE4E . It is this vision for the Company which the
current Board of directors is supporting. At the time of this
notice being posted, neither the requisitioning shareholder, nor
the proposed directors named in Resolutions 1 through 4, have
provided the Company in writing with any proposed alternative
strategy, nor has the Company been provided with any information on
the proposed directors.
The Board of directors considers Resolutions 1 to 8 (inclusive)
are not in the best interests of the Company and the majority of
its shareholders. The proposed alternative directors have no
specific experience or knowledge of the Company's assets,
operations, or joint venture partners, have not put forward a
viable alternative strategy and are instead aligned with a
shareholder group acting in their own best interests and not that
of the Company and the shareholder base as a whole. As a result,
the Board unanimously recommend that you vote against resolutions 1
to 8 (inclusive), and that therefore resolutions 9 and 10 above
will not be tabled.
The Board of directors considers Resolutions 11 to 14
(inclusive) are likely to promote the success of the Company and
are in the best interests of the Company and its Shareholders as a
whole. The Directors therefore unanimously recommend that you vote
in favour of Resolutions 11 to 14 (inclusive) as they intend to do
so in respect of their own beneficial holdings which amount in
aggregate to 5,602,543 Ordinary Shares representing approximately
3.50 per cent of the existing issued Ordinary Share capital of the
Company.
The outlook for Prospex is extremely positive with a new CEO
Mark Routh at the helm. With an increasing income stream from the
current production already in our portfolio and a significant boost
to our near-term production forecast with the recent proposed
acquisition to increase our share in the Podere Gallina permit in
Italy by 20%, we are well positioned to grow this company to
multiples of its current valuation with a new CEO with a clear
vision and strategy for the Company point forward.
Yours sincerely
BILL SMITH
Chairman
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END
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