Company Update
July 02 2010 - 1:30AM
UK Regulatory
TIDMQOGT
RNS Number : 7137O
Quorum Oil and Gas Tech. Fund Ld
02 July 2010
Not for release, publication or distribution in, or into, the United States,
Canada, Australia or Japan.
+------------------------------+------------------------------+
| Press Release | 2 July 2010 |
+------------------------------+------------------------------+
Quorum Oil and Gas Technology Fund Limited
Company Update
Quorum Oil and Gas Technology Fund Limited provides the following update.
Investment Management Arrangements
Background
The Fund announced on 02 June 2010 that it had been made aware of an ongoing
dispute between the Investment Managers, and that the Independent Directors had
required the Investment Managers to resolve the dispute to the Fund's
satisfaction and to demonstrate that they had re-established a proper working
relationship and could work together constructively in the Fund's best
interests.
Termination of Original Investment Management Advisory Agreement
Having been given 30 days to remedy the position, the Investment Managers have
not satisfied the Independent Directors that they have done so. Accordingly the
Fund has informed the Investment Managers that it has terminated the IMAA with
effect from 1 July 2010.
Interim Appointment of Sefton Partners LLP as Sole Investment Manager
Pending the appointment of a new investment manager as detailed below, the Fund
has appointed Sefton Partners LLP ("Sefton Partners") to provide sole
discretionary investment management services on an interim basis with effect
from 1 July 2010:
+---------+----------------------------------------------------------+
| · | Sefton Partners (formerly Quorum European Partners LLP) |
| | was one of the Fund's previous investment managers under |
| | the original, now terminated, IMAA; |
+---------+----------------------------------------------------------+
| · | Exclusive responsibility for the management of Sefton |
| | Partners rests with its managing member, Arch Capital |
| | Partners LLP, whose sole members are David Sefton and |
| | Michael Goffin, who have been involved with the |
| | management of the Fund since its inception in 2008; |
+---------+----------------------------------------------------------+
| · | Under the interim appointment, Sefton Partners will be |
| | entitled to a management fee equivalent to 1.0% of the |
| | Fund's net asset value and will not be entitled to |
| | charge transaction fees on any investments in investee |
| | companies; |
+---------+----------------------------------------------------------+
| · | The interim appointment is for a fixed period from 1 |
| | July 2010 until the date that Shareholders consider the |
| | appointment of a new investment manager, and may |
| | otherwise be terminated on 1 month's notice; |
+---------+----------------------------------------------------------+
| · | Sefton Partners is authorised and regulated by the |
| | Financial Services Authority. |
+---------+----------------------------------------------------------+
Proposed Appointment of Arch Capital as Sole Investment Manager
Subject to Shareholder approval, the Fund intends to appoint Arch Capital
Managers LLP ("Arch Capital") as the Fund's new investment manager, with effect
from the date of an extraordinary general meeting (the "EGM") which the Board
expects to convene in August:
+------------------------+----------------------------------------------------------+
| · | Arch Capital will be an independent fund manager |
| | controlled by David Sefton, Michael Goffin and a third |
| | member, who has 25 years of operational and managerial |
| | experience in the oil and gas industry and whose |
| | identity and credentials will be detailed in the |
| | circular convening the EGM; |
+------------------------+----------------------------------------------------------+
| · | Arch Capital will be entitled to an annual management |
| | fee of 1.5% of the Fund's net asset value, with |
| | unrealised investments valued at their cumulative |
| | acquisition cost, adjusted to reflect any write downs. |
| | This proposed new annual management fee compares with an |
| | annual fee of 2% of the Fund's net asset value charged |
| | under the previous, now terminated, IMAA; |
+------------------------+----------------------------------------------------------+
| · | Arch Capital will be entitled under the proposed |
| | engagement to charge the relevant investee company a |
| | transaction fee of 3% on investments made by the Fund, |
| | but such fees will be limited to any investments made in |
| | new investee companies and 50% of such fees will be |
| | rebated to the Fund. This fee compares with a |
| | transaction fee of 3% on all investments by the Fund |
| | under the previous, now terminated, IMAA; |
+------------------------+----------------------------------------------------------+
| · | The proposed appointment shall be for an initial fixed |
| | period of 12 months and shall continue thereafter |
| | subject to termination on 6 months' notice, save that |
| | the appointment will also be terminable with immediate |
| | effect on the occurrence of certain events, including on |
| | a winding-up of the Fund; |
+------------------------+----------------------------------------------------------+
| · | The appointment of Arch Capital is conditional on the |
| | necessary regulatory authorisations being in place to |
| | enable Arch Capital to provide the services required by |
| | the Fund. |
+------------------------+----------------------------------------------------------+
Performance Related Remuneration
The existing options to subscribe for shares in the Fund granted to the previous
investment managers have become immediately exercisable in full on termination
of the previous, now terminated, IMAA and remain exercisable until the tenth
anniversary of the grant dates. No additional performance-related remuneration
will be put in place for either the interim investment manager or the proposed
new investment manager.
Costs of Termination of Original IMAA
The original IMAA could be terminated without notice if, among other things, any
party is in material breach, which breach is not remedied within 30 days of a
written request to do so. The Fund lodged such a written request on 28 May 2010
and as stated above, the Independent Directors do not believe that the material
breach was remedied in the 30 day period to 27 June 2010.
On termination, the fees of the Investment Managers up to the date of the
termination are payable together with any outstanding expenses.
Investment Strategy
The Board believes that it is appropriate at this stage of the Fund's
development that the focus should move to achieving successful exits from some
or all of the current portfolio investments. The Board has therefore directed
Sefton Partners and will in due course direct Arch Capital that until further
notice no investments should be made in companies unconnected with existing
investees, and that any follow-on investments in existing investees should be
made only where the investment can be shown to add to the potential near to
medium term realisation value.
Change of Company Name
Subject to Shareholder approval, the name of the Fund will change to the Global
Oil & Gas Technology Fund Limited, intended to be effective from the date of the
EGM.
Investee Company Updates
The Fund intends to make a further announcement as soon as possible providing an
update on the investee companies and an estimate of the Fund's net asset value
as at 30 June 2010, both based on the analysis of Sefton Partners.
Timetable for EGM
The Board intends that the circular convening the EGM will be despatched in July
and that the EGM will be held in August.
- Ends -
For further information:
+----------------------------------------+---------------------+
| Corporate Broker | |
+----------------------------------------+---------------------+
| Numis Securities | |
+----------------------------------------+---------------------+
| Nathan Brown, Corporate Broking | Tel: +44 (0)20 7260 |
| | 1426 |
+----------------------------------------+---------------------+
| n.brown@numiscorp.com | |
+----------------------------------------+---------------------+
Media enquiries:
+----------------------------------------+-------------------------+
| Abchurch | |
+----------------------------------------+-------------------------+
| Henry Harrison-Topham / Mark Dixon | Tel: +44 (0) 20 |
| | 7398 7729 |
+----------------------------------------+-------------------------+
| mark.dixon@abchurch-group.com | www.abchurch-group.com |
+----------------------------------------+-------------------------+
Notes to editors:
Capitalised terms are as defined in the Fund's announcement dated 2 June 2010.
Quorum Oil and Gas Technology Fund Limited ("Q-OGT") is a registered
closed-ended investment company incorporated in Guernsey to provide expansion
capital to companies which own and/or are developing proven proprietary
technology which may have a potentially significant effect on the oil and gas
industry. Q-OGT was admitted to the Official List of the UK Listing Authority
and to trading on the London Stock Exchange on 7 January 2008. Its stock market
EPIC is QOGT.L. Further information can be found at www.q-ogtfund.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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