TIDMFRR
RNS Number : 8500T
Frontera Resources Corporation
18 October 2017
18 October 2017
FRONTERA RESOURCES CORPORATION
("Frontera" or the "Company")
Notice of Annual General Meeting
Frontera Resources Corporation (AIM: FRR), the European focused
oil and gas exploration and production company, today announces
that it will hold its annual general meeting of shareholders
("Annual General Meeting") on 3 November 2017, at 1:00 p.m. (GMT),
at 1 America Square, 17 Crosswall, London, EC2N 2LB, the United
Kingdom. Circular containing the formal notice of the Annual
General Meeting and the agenda is being sent to shareholders today
and a copy is set forth below.
Enquiries:
Frontera Resources (713) 585- 3216
Zaza Mamulaishvili
info@fronteraresources.com
Cairn Financial Advisers +44 (0) 20 7213 0880
LLP
Jo Turner / Liam Murray
WH Ireland Limited +44 (0) 20 3411 1880
James Joyce / Alex Bond
Yellow Jersey +44 (0) 203 735 8825
Tim Thompson
Harriet Jackson
Henry Wilkinson
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 should immediately
consult your stockbroker, bank manager, solicitor, accountant or
other independent professional adviser duly authorised pursuant to
the Financial Services and Markets Act 2000 (as amended) (or, if
you are outside the United Kingdom, a person otherwise duly
qualified in your jurisdiction) who specialises in advising in
connection with shares and other securities.
If you sell or have sold or otherwise transferred all of your
ordinary shares in Frontera Resources Corporation (Company), please
immediately forward this document, together with the accompanying
Form of Proxy, to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or transfer
was effected, for onward transmission to the purchaser or
transferee. If you sell or have sold or otherwise transferred only
part of your holding of ordinary shares, you should retain these
documents.
FRONTERA RESOURCES CORPORATION
(Incorporated and registered in the Cayman Islands with company
number 256380)
Notice of Annual General Meeting to be held on 3 November
2017
Notice convening an Annual General Meeting of the Company to be
held at 1 p.m. (GMT) on 3 November 2017 at 1 America Square, 17
Crosswall, London EC2N 2LB, is set out at the end of this document.
Shareholders will also find enclosed with this document a Form of
Proxy.
The action to be taken by shareholders is set out on page 2. To
be valid, the Form of Proxy must be completed, signed and returned
in accordance with the instructions printed thereon so as to be
received by the Company's registrars, Computershare Investor
Services (Cayman) Ltd, as soon as possible but in any event not
later than 1 p.m. (GMT) on 1 November 2017 (or 48 hours prior to
any adjourned meeting). The completion and return of a Form of
Proxy will not preclude shareholders from attending and voting in
person at the Annual General Meeting should they subsequently wish
to do so.
LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF
FRONTERA RESOURCES CORPORATION
(Incorporated and registered in the Cayman Islands with company
number 256380)
Headquarters:
Steve C. Nicandros (Non-Executive Frontera Resources
Chairman) Corporation
Zaza Mamulaishvili (Executive 3040 Post Oak Blvd,
Director and CEO) Suite 1100
Houston, Texas 77056
USA
Registered office:
Maples Corporate Services
Limited
P.O. Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
Andrew J. Szescila (Non-Executive
Director)
Luis E. Giusti (Non-Executive
Director)
Stephen M. Hope (Non-Executive
Director)
18 October 2017
Dear Shareholder
Annual General Meeting
I am writing to inform you that the annual general meeting of
the Company (the AGM) will be held at 1 p.m. (GMT) on 3 November
2017 at 1 America Square, 17 Crosswall, London EC2N 2LB. The formal
notice of the AGM and the sole resolution to be proposed is set out
at the end of this document.
ORDINARY BUSINESS
1) Re-election of director (Ordinary Resolution)
The Board of Directors of the Company ("Board") have nominated
Zaza Mamulaishvili for re-election as a Class III director in
accordance with the Company's articles of association. Summary
information regarding Mr Mamulaishvili is set forth below:
Mr Mamulaishvili is a co-founder of Frontera Resources
Corporation and serves as President and Chief Executive Officer of
the Company and is a member of its Board of Directors.
Since the Company's founding in 1997, Mr Mamulaishvili has been
General Director of Frontera's business in the Greater Black Sea
region where he managed the Company's initial growth.
Before co-founding the Company, from 1991 to 1997, Mr.
Mamulaishvili was founder and President of a privately held
company, MTA Ltd, an exporter of Eastern European crude oil and
metals to the international market. During this time, he was also
founder and chief executive of METEX, a privately held company that
focused on metals trading in Russia, Ukraine and European
countries.
Between 2001 and 2003, Mr. Mamulaishvili served as President of
the American Chamber of Commerce in Georgia. Mr. Mamulaishvili
holds a medical degree from Tbilisi State Medical University.
Business Update
Following the formal business of the AGM, the shareholders will
be provided with business update.
Action to be taken
Shareholders will find enclosed with this document a Form of
Proxy for use in connection with the AGM. Whether or not you
propose to attend the AGM in person, you are requested to complete,
sign and return the Form of Proxy in accordance with the
instructions printed thereon. To be valid, completed Forms of Proxy
must be received by the Company's registrars, Computershare
Investor Services (Cayman) Ltd, c/o The Pavilions, Bridgwater Road,
Bristol BS99 6ZY, as soon as possible but in any event not later
than 1 p.m. (GMT) on 1 November 2017 (or 48 hours prior to any
adjourned meeting).
If you complete and return a Form of Proxy, you may still attend
and vote at the AGM in person should you subsequently decide to do
so.
Please read the notes to the notice of AGM and the accompanying
Form of Proxy for detailed instructions. The attention of
Shareholders is also drawn to the voting intentions of the Board
set out below.
Recommendation
The Board considers that the Resolution be put to the AGM is in
the best interests of the Company and its shareholders as a whole
and unanimously recommend shareholders to vote in favour of the
Resolution.
Yours faithfully
Steve C. Nicandros
Chairman of the Board of Directors
FRONTERA RESOURCES CORPORATION
(Company)
(Incorporated and registered in the Cayman Islands with company
number 256380)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the
Company (Meeting) will be held at 1 p.m. (GMT) on 3 November 2017
at 1 America Square, 17 Crosswall, London EC2N 2LB, for the
transaction of the following business:
ORDINARY BUSINESS
1. By way of an ordinary resolution, to re-elect Zaza
Mamulaishvili as a Class III Director of the Company.
By Order of the Board.
Levan Bakhutashvili
Vice President, General Counsel and Corporate Secretary
DATE: 18 October 2017
Headquarters:
Frontera Resources
Corporation
3040 Post Oak Blvd,
Suite 1100
Houston, Texas 77056
USA
Registered office:
Maples Corporate Services
Limited
P.O. Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
1 The Company has specified that only those members entered on
the register of members at close of business on 1 November 2017 (or
in the event that this meeting is adjourned, on the register of
members 48 hours before the time of any adjourned meeting) shall be
entitled to attend, speak and vote at the meeting in respect of the
number of ordinary shares in the capital of the Company held in
their name at that time. Changes to the register after close of
business on 1 November 2017 shall be disregarded in determining the
rights of any person to attend, speak and vote at the meeting.
APPOINTMENT OF PROXIES
2 Members are entitled to appoint a proxy or proxies to exercise
all or any of their rights to attend and vote at the meeting. A
proxy need not be a Shareholder. A Shareholder holding two or more
shares may appoint more than one proxy in relation to the meeting.
Please contact the Registrar if you wish to appoint multiple
proxies.
A Form of Proxy is enclosed for use by Shareholders holding
shares in certificated form. The completion and return of a Form of
Proxy whether in hard copy form or by eProxy will not preclude a
member from attending in person at the meeting and voting should he
or she wish to do so.
3 To be valid, the Form of Proxy and the power of attorney or
other authority (if any) under which it is signed or a certified
copy of such power or authority must be lodged at the offices of
the Company's registrars, Computershare Investor Services (Cayman)
Ltd, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, for and
on behalf of the Company Secretary, by hand, or sent by post, so as
to be received not less than 48 hours before the time fixed for the
holding of the meeting or any adjournment thereof (as the case may
be), weekends and bank holidays excluded.
APPOINTMENT OF PROXIES FOR DEPOSITORY INTEREST HOLDERS
4 Holders of Depository Interests in CREST may transmit voting
instructions by either completing and returning a Form of
Instruction to the office of the Depository, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, by hand, or sent by post, so as
to be received not less than 72 business hours before the time
fixed for the holding of the meeting, or utilising the CREST voting
service in accordance with 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, should refer to their CREST sponsor or voting service
provider, who will be able to take appropriate action on their
behalf. In order for instructions made using the CREST voting
service to be valid, the appropriate CREST message (a "CREST Voting
Instruction") must be properly authenticated in accordance with
Euroclear's specifications and must contain the information
required for such instructions, as described in the CREST Manual
(available via www.euroclear.com/CREST).In the case of a member
which is a company, your proxy form must be executed under its
common seal or signed on its behalf by a duly authorised officer of
the Company or an attorney for the Company.
5 To be effective, the CREST Voting Instruction must be
transmitted so as to be received by the Company's agent (3RA50) no
later than 1 p.m. on 31 October 2017. For this purpose, the time of
receipt will be taken to be the time (as determined by the
timestamp applied to the CREST Voting Instruction by the CREST
applications host) from which the Company's agent is able to
retrieve the CREST Voting Instruction by enquiry to CREST in the
manner prescribed by CREST. Holders of Depository Interests in
CREST and, where applicable, their CREST sponsors or voting service
providers should note that Euroclear does not make available
special procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation to
the transmission of CREST Voting Instructions. It is the
responsibility of the Depository Interest holder concerned to take
(or, if the Depository Interest holder is a CREST personal member
or sponsored member or has appointed a voting service provider, to
procure that the CREST sponsor or voting service provider takes)
such action as shall be necessary to ensure that a CREST Voting
Instruction is transmitted by means of the CREST voting service by
any particular time. In this connection, Depository Interest
holders 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.
6 Holders of Depositary Interests in CREST who wish to attend
the meeting and/or vote at the meeting must notify the Depositary
in writing.
ISSUED SHARES AND TOTAL VOTING RIGHTS
7 As at close of business on 13 October 2017 (being the latest
practicable date prior to the publication of this Notice of Annual
General Meeting), the Company's issued share capital comprised
14,497,798,708 Ordinary Shares with a nominal par value of
US$0.00004 each fully paid. On a poll, each Ordinary Share carries
the right to one vote at a general meeting of the Company and,
therefore, the total number of voting rights in the Company as at
close of business on 13 October 2017 are 14,497,798,708.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAMRBJTMBTBBPR
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