CAD Cadogan Energy Solutions Plc

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

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