13 May 2024
Tirupati Graphite
plc
('Tirupati', the 'Group' or the 'Company')
Response to Requisition
Letter
Tirupati Graphite plc (TGR.L), the
specialist Flake Graphite company and supplier of the critical
mineral for the global energy transition, announces its response to
the notice of requisition received by letter from Walpole St.
Andrews Nominees Ltd on behalf of a group of underlying
shareholders holding, in aggregate, 6,847,813 ordinary shares
representing c. 5.8% of the issued ordinary share capital of the
Company (the 'Requisitioners') on the receipt date. The letter
requests the Company to convene a general meeting of the Company's
shareholders pursuant to section 303 of the Companies Act 2006 (the
'Act') to consider resolutions to remove Shishir Poddar, Puruvi
Poddar and Alastair Bath from office as directors of the Company
and to appoint Mark Rollins, Leo Koot, Isabel de Salis and Murat
Dogan Erden as directors of the Company. A copy of the letter
can be found appended below at Appendix 1.
The Company recommends that
shareholders vote against these resolutions and provides
shareholders with the following information in response to the
proposed new Directors and issues raised in the letter from the
Requisitioners.
SUMMARY
The
Company recognises that its current board structure and composition
needs addressing, to ensure it returns to QCA compliance with the
appointment of wholly independent directors as soon as practically
possible. The board is taking urgent steps to enhance this and is
seeking the appointment of a new Non-Executive Chair, Non-Executive
Directors, and a CFO.
The
specialist nature of the graphite sector has meant that the Company
transacts with related parties, achieved on highly competitive
terms, which have been instrumental in shaping the Company's
development.
The
Company has successfully grown with minimal cash resources. It is
making considerable progress in addressing the working capital
situation which will enable it to successfully expand productivity
and profitability.
The
Company remains wholly committed to building a downstream business;
to date, it has not been able to undertake this due to the impasse
to the agreement with PranaGraf faced by the parties for reasons
wholly beyond their control and, accordingly, the Company has not
deployed capital to attempt to do so.
Deposing the existing board would remove it of critical sector
and business knowledge, intellectual property and
relationships. The proposed directors have neither the sector
skills nor experience to navigate the complex and specialist
graphite sector. Their appointments would be value
destructive to the Company's prospects and fail to represent
appointments of wholly independent directors.
VOTE AGAINST THE PROPOSED
RESOLUTIONS
DETAILED RESPONSE FOR
SHAREHOLDERS' CONSIDERATION TO VOTE AGAINST THE PROPOSED
RESOLUTIONS
REQUISITION POINT 1: TO
REVISE TG's CORPORATE GOVERNANCE FRAMEWORK
Priorities and endeavours of the proposed new Directors
contained in the requisition letter
a. "Establish clear
independence between the roles of Chairman and CEO to ensure a
balance of power and enhance corporate oversight.
b. Undertake strategic
recruitment including a Chief Financial Officer with proven
experience in publicly listed companies.
c. Create a high-calibre
advisory committee with extensive knowledge in the relevant sectors
and regions to provide strategic insights and
guidance.
d. Initiate defined reporting
procedures including KPI definition and adherence for onsite
operations and overall corporate performance."
Company's response
The Company has been working in
accordance with the QCA Code of Corporate Governance as far as
practical. Since its listing, it has had at most times 2 - 3 wholly
independent NEDs and a CFO. The Company is in the process of
undertaking the following initiatives:
Board structure/composition
1.
Targeted board
composition change - The Company recognises
the urgency of appointing a minimum of two independent
non-executive directors. Concurrent with its own ongoing search,
the Company may appoint an independent search agency targeting the
appointment of wholly independent candidates with appropriate skill
sets and experience.
2.
Splitting Chair and CEO
Role - Since 2017, Mr. Shishir Poddar has held the dual roles of
Executive Chair and CEO. Recognising shareholders' expectations, Mr
Poddar will move to a CEO role upon the appointment of an
Independent Non-Executive Chair. The Company confirms that it is
currently evaluating potential independent candidates for this
role.
3.
Seeking a
CFO - The Company recognises the importance of a competent,
preferably London-based CFO who can navigate equity and debt
capital markets and manage relevant stakeholders. Such an
individual is also important for project fundraising and overseeing
the deployment of funds. The recent absence of a CFO has put
additional burden on the CEO and other members of the
team.
4.
Search
challenges - The Company has
prioritised cash for operations. It has deprioritised payments to
the Board members. For example, Shishir Poddar had outstanding
remunerations from January 2023, with only GBP 12,000 paid to him
during the financial year ended on 31 March 2024. Due to the
Company's restrictions on paying in cash, some of the Board and
Senior team members agreed to the settlement of part of their
overdue remuneration in equity in January 2024. Understandably, the
working capital restrictions have been a constraint in the search
for new, and retention of, some previous board members.
Note -
It should be noted that none of the proposed
directors have any expertise or experience of running a mining
company, let alone a specialist graphite producer. The Company will
subsequently share a detailed note about the proposed
directors.
REQUISITION POINT 2: TO
ADDRESS RELATED PARTY TRANSACTIONS AND CONFLICTS OF
INTEREST
Priorities and endeavours of the proposed new Directors
contained in the requisition letter
a. "Adopt a transparent approach to managing
any conflicts of interest, including cessation of all transactions
with entities related to Mr. Poddar and his family, unless
conducted under transparent and fair terms.
b. Conduct thorough investigations into
previous conflicts of interest to ascertain if transactions were
executed favourably, particularly concerning the integration of
downstream businesses.
c. Cultivate a culture that rewards
merit, participation, and contributions, effectively aligning
employee interests with corporate goals."
Company's response
5.
Transactions at arm's length in
the usual course of business - After incorporation in 2017, the three founding directors,
being Mr. Shishir Poddar, Mr. Christian St John Dennis and Mr.
Hemant Poddar signed agreements for the Company to work with
entities owned by them at arm's length. These were instrumental in
enabling the company to facilitate its business plans and deliver
value in line with the Company's strategy. All such agreements were
negotiated by independent directors on the board. The Company
rejects assertions or assumptions that Related Party Transactions
have ever been to the detriment of the Company and/or have not been
on fair arm's length
terms.
6. Related
counterparties
A summary of counterparties in
related party transactions in the usual course of business of the
Company are set out below. The Company intends to provide further
information to shareholders in a subsequent note.
i) Entities
related to Mr. Christian St. John Dennis
●
Optiva Securities Limited was appointed as the
Company's broker since listing. All the external capital raised by
the Company to date has been raised through Optiva Securities
Limited.
ii) Entities
related to Mr. Shishir Poddar and/or Mr. Hemant Poddar
●
Tirupati Carbons & Chemicals (P) Ltd.
("TCCPL"), supplied plant & machinery and
certain other inputs for building the Company's projects until
2020. It also procured the Company's flake graphite products from
time to time.
●
PranaGraf Materials & Technologies (P)
Ltd. ("PranaGraf", previously known as
Tirupati Speciality Graphite (P) Ltd.) has provided the Company
with back office and support services since 2018 including highly
specialised recruitment and training and supplied key plant and
equipment and certain inputs required by the Company at its
projects. PranaGraf purchases the Company's finished products at
market rates availed by similar customers and intermediaries in the
USA, Japan, Europe, and India. No preferential treatment is offered
to PranaGraf.
●
Haritmay Ventures LLP ("Haritmay") is a specialist
equipment & machinery manufacturer for mineral processing. It
has supplied the plant equipment and machinery needed to build the
Company's graphite projects, and the Company's CAPEX & OPEX
advantage is primarily due to this non-Chinese proprietary
equipment. The Company enjoys these benefits owing to a common
founder, wherein Haritmay exclusively supplied its graphite
processing equipment to the Company and to none of its
competitors.
Transactions with related parties
have been instrumental in shaping the Company's ex-China focused
development approach, and have been conducted at arm's length in
the usual course of business of the Company, providing the Company
with advantageous low costs and shorter development timeframes
compared to its peers.
Note
- The Company shall subsequently provide a
supplementary detailed note on these separately.
REQUISITION POINT 3: TO
ADDRESS LIQUIDITY ISSUES AND OPTIMISE CAPITAL
STRUCTURE
Priorities and endeavours of the proposed new Directors
contained in the requisition letter
a. "Arrange a borrowing capacity to manage
payable crises, restore commercial reputation, and invest in
delayed capital expenditures (Capex) to optimise short-term
operational capacity.
b. In the medium term, pursue funding
opportunities to enhance operational capacity and maximise
returns."
7.
Alternative advisors working to
raise gap funding - The
Company has raised c. GBP 24.8 million gross proceeds since
December 2020 to build its Madagascar projects and acquire its
Mozambique assets. The Company remains engaged in raising working
capital funding and development funding through appointed financial
advisers.
8.
Development finance discussions are advancing -
The Company appointed an advisor to engage with
certain Development Finance Institution ("DFIs") to address working
and development capital
requirements.
9.
Managing cash tightly in
difficult circumstances - From 1 April 2023 to 31 March 2024, the Company achieved
revenues of GBP4.9 million whilst, as announced, managing
significant financial constraints, resulting in its highest annual
production and sales to date.
10. Pressing for VAT refunds
- As reported, the Company, alongside in-country
British diplomatic teams, is firmly engaged with Madagascan
authorities regarding the US$2million VAT refunds due.
11. Optimal capital structure
- The Company's financing
approach has been to fund project development, to positive EBITDA
stage, primarily through equity capital. As is standard practice in
the industry, further expansion will be made through an appropriate
combination of debt and equity.
12. Current directors invested and aligned
- All directors have demonstrated
significant commitment and are aligned with shareholders by
investing their personal
capital in the business, taking their salaries in shares in
lieu of cash, and contributing to company's
growth without any equity-linked incentives being
put in place to date.
REQUISITION POINT 4: TO
EXECUTE THE OFFTAKE STRATEGY
Priorities and endeavours of the proposed new Directors
contained in the requisition letter
a. "Seek partnership opportunities with
entities not currently associated with the Company, focusing on
expanding the downstream business.
b. Explore sustainable downstream business
strategies for building or acquiring opportunities to secure and
enhance the value chain.
c. Seek downstream business partners
that would further facilitate financing and development of the
upstream assets, particularly the Mozambique
resources."
Company's response
13. Prudent offtake and
marketing strategy demonstrably in place -
Despite subdued market conditions, the Company has
sold all its flake graphite products successfully to date,
under the leadership of the Chair
& CEO, whose 33 years of industry experience have been critical
to achieving this. Engagements with prospective customers, who
serve the global energy transition, continue to
grow.
14. Vital to incorporate
downstream activities - The
incorporation of downstream activities has been pursued by the
Executive Chairman with the board since incorporation in 2017. The
Company remains committed to progressing its downstream strategy
following extensive engagement with various national governments
and international funding groups.
15. Previous downstream
deal was unsuccessful - As announced, and as determined by a Company subcommittee of
independent directors, and with advice from a top tier independent
Indian law firm, a regulatory impasse has frustrated the Company's
business combination transaction (governable under Indian Law) with
PranaGraf under the 2018 agreement.
16. Options evaluated for
alternate arrangement with PranaGraf - The 2018 agreement with PranaGraf failed for reasons
reasserted in the Company's 10 May 2024 RNS. The Company's
subcommittee determined the following options as the way
forward:
●
continued pursuit of regulatory approval for
business combination with PranaGraf in the form originally
envisaged by the 2018 agreement;
●
exploring potential commercial arrangements with
PranaGraf;
●
exploring potential participation in alternative
investment vehicles for investment in PranaGraf.
17. Commercial
arrangements are the most feasible option -
Possible alternatives for a commercial arrangement
were tabled by PranaGraf first in May 2022 and again in August
2023. The Board believes that progressing downstream discussions
with PranaGraf, following review of the independent Indian law
firm's advice, towards commercial arrangements, is the most
appropriate way forward. In consideration of good governance and
its commitment to best practice in the context of a related party
transaction, outside the usual course of business, the Company has
appointed independent advisors to support its commercial interests
in these discussions. Any final agreements will be considered after
the future appointment of independent directors.
In summary, the Company continues to
believe that its pursuit of a downstream integration is critical to
shareholder value creation. The Company is taking active steps to
keep negotiations with PranaGraf ongoing in the best interests of
pursuing its downstream strategy. The Company has previously
explored other downstream partners and is also exploring potential
new partners.
The proposed board lacks any mining
experience whatsoever; furthermore, expertise in Flake Graphite
which is a highly specialist and niche sub-sector. The proposition
of appointing an expensive advisory committee with the requisite
skills and experience while proposing to remove the current
board with its unique extensive sector experience and
know-how is viewed as counterproductive and value-destructive for
shareholders.
THE
COMPANY'S RESPONSES TO SPECIFIC ACCUSATIONS IN THE REQUISITION
LETTER
RESPONSE 1: The resignations
of previous independent directors and subsequent immediate
appointments of Puruvi Poddar and Alastair Bath as executive
directors
Statement contained in the requisition
letter.
"The beginning of this year marked a worrying trend when all
non-executive directors resigned in quick succession. Their
departure was attributed to unresolved issues relating to the
company's strategic direction, governance practices, and overall
individual performance. This development coincided with a
significant drop in TG's share price, eroding the market
capitalisation to a mere fraction of what was initially invested by
many valued shareholders."
Company's response
The Company strongly denies these
allegations and contends that its strategic direction is well
defined and has been successfully executed over the years, with
governance practices guided by the QCA Code to the extent
practicable considering the stage, size and financial constraints
of the Company. The Company further states the
following:
18.
Boardroom pressure
- Over the past c.12 months,
the Company has remained under boardroom pressure for various
reasons including director's fees not being paid in time to all
directors including non-executive directors and senior management,
prioritising cash use for operations.
19.
Drop in share price
- The drop in share price of
the Company has negatively impacted the Company's progress despite
it still retaining an advanced operating position among ex-China
graphite companies. The measures enumerated in this document,
amongst others, are targeted towards rebuilding the Company's share
price.
Statement contained in the requisition
letter.
"Prompting significant concern, the resignation of the
non-executive directors was followed by Mr. Poddar appointing his
daughter, Puruvi Poddar, aged 27, as the joint managing director
and Alastair Bath, a 28- year-old associate employee and staunch
supporter of Mr. Poddar, as an additional director. It is notable
that neither has any previous experience at the PLC Board level.
This manoeuvre has resulted in the absence of any independent
non-executive directors, further centralising power within the
Poddar family and their circle."
20.
Legal Obligation
- The Company is under legal
obligation to have a minimum of two directors at any given time,
thus necessitating the immediate appointment of at least one more
director on its board upon resignation of Mr. Murat Erden. The
Chairman preferred to appoint both Ms. Puruvi Poddar & Mr.
Alastair Bath simultaneously. Bringing on new NEDs requiring
allocation of capital towards their search as well as their
remuneration has been a challenge. In this situation, both
Puruvi and Alastair not only stepped up to help steer the Company
in tough times, but also did so without any increase in their
remuneration for their increased responsibilities.
21.
Governance Obligations
- As stated above, the
Company has a clear plan to address the structure and composition
of its board, and is in conversation with suitable candidates to
fulfil these requirements.
RESPONSE 2: There is a strong
level of leadership and operational oversight
Statement contained in the requisition
letter.
"Moreover, the Company's operational ventures have seen
minimal oversight. Notably, it recently became apparent that Mr.
Poddar's engagement with TG's primary operations in Madagascar was
limited to only two visits: the first occurring before the IPO in
2019, and the second in February 2024-five years later. This sparse
oversight raises significant concerns about the strategic
management and operational focus necessary for the Company's
growth."
Company's response
22.
Baseless accusations of oversight
arrangements - Any
allegations of deficient oversight linking this to the number of
visits by Mr.Poddar to Company projects are made with a lack of
understanding and insight. The Company's management is composed of
highly competent persons and Mr. Poddar has spent no less than 3 to
4 hours every day overseeing the on-the-ground development and
operations of the Company's projects, including on weekends, by
various means of communication, and additionally executing all his
other activities, including but not limited to planning, design,
engineering, corporate development, corporate finance, marketing
and Board activities amongst others.
REPONSE 3: There has been no
financial mismanagement
Statement contained in the requisition
letter.
"Equally alarming is the issue of financial mismanagement.
Despite raising GBP5 million in 2021 to integrate the downstream
business operations-also owned by the Poddar family-there's been no
progress on this front. Instead, TG continues to face a constant
cash flow crisis affecting its staff, suppliers, and reputation.
There are significant signs that the Company no longer has access
to the London debt and capital markets."
Company's response
23.
No investment in Downstream
- The funds raised in 2021
for downstream business were not deployed in the target entity, and
so for wholly understandable reasons the transaction
failed.
24.
Use of Funds
- Matters related to the
transaction impasse and the opportunity to progress the downstream
are detailed above. As was prudent, and as announced, all funds
raised have instead been deployed for the development of the
Company and its projects.
25.
Access to capital
- The accusation of the
capital markets being closed to the Company is incorrect. The
Company is engaged in upfront resolution of the working capital gap
including with DFIs for longer term large development
financing.
ENDS
For further information, please
visit https://www.tirupatigraphite.co.uk/ or
contact:
Tirupati Graphite Plc
Puruvi Poddar - Joint Managing
Director
|
admin@tirupatigraphite.co.uk
+44 (0) 20 39849894
|
CMC
Markets UK Plc (Joint Broker)
Douglas Crippen
|
+44 (0)20 3003 8632
|
Optiva Securities Limited (Joint
Broker)
Ben Maitland - Corporate
Finance
|
+44 (0) 20 3034
2707
|
FTI
Consulting (Financial PR)
Ben Brewerton / Nick
Hennis
|
+44 (0) 20 3727
1000
tirupati@fticonsulting.com
|
About Tirupati Graphite
Tirupati Graphite Plc is a
specialist Graphite producer and a supplier of the critical mineral
for a decarbonised economy and the energy transition. The Company
places a special emphasis on green applications including renewable
energy, e-mobility, energy storage and thermal management, and is
committed to ensuring its operations are
sustainable.
The Company's operations include
primary mining and processing in Madagascar where the Company
operates two key projects, Sahamamy and Vatomina with a combined
30,000 tpa of currently installed capacity, producing high-quality
flake graphite concentrate with up to 97% purity and selling to
customers globally.
The Company also holds two advanced
stage, world class, natural graphite projects in Mozambique. Work
has already commenced to optimise the economics for development of
the Montepuez graphite project, which is permitted for 100,000tpa
production and where substantial construction work has already been
undertaken by the predecessor. A table of the Company's projects is
provided below:
Country
|
Project
|
Stage
|
Madagascar
|
Sahamamy
|
In production: 18,000tpa
capacity
|
Madagascar
|
Vatomina
|
In production: 12,000tpa
capacity
|
Mozambique
|
Montepuez
|
100,000tpa permitted,
development-initiated
|
Mozambique
|
Balama Central
|
58,000tpa permitted,
development-ready
|
APPENDIX 1
COPY OF THE REQUISITION
LETTER (DATED 23 APRIL 2024)
In accordance with section 303(1)
and section 168 of the Companies Act 2006, we, the undersigned,
require you to proceed to convene a general meeting of the Company,
within 21 days from the date you receive this requisition, for the
purpose of considering the removal of all of the current directors
of the Company and the appointment of four new directors to the
board of the Company, and for the purpose of considering and, if
thought fit, passing the following resolutions, all of which are
being proposed as Ordinary Resolutions:
1. THAT, Shishir Poddar be removed from office as a director of
the Company with effect from the end of the meeting
2. THAT, Puruvi Poddar be removed from office as a director of
the Company with effect from the end of the meeting.
3. THAT, Alastair Bath be removed from office as a director of
the Company with effect from the end of the meeting.
4. THAT, having consented to act, Mark Rollins be appointed as a
director of the Company with effect from the end of the
meeting.
5. THAT, having consented to act, Leo Koot be appointed as a
director of the Company with effect from the end of the
meeting.
6. THAT, having consented to act, Isabel de Salis be appointed as
a director of the Company with effect from the end of the
meeting.
7. THAT, having consented to act, Murat Dogan Erden be appointed
as a director of the Company with effect from the end of the
meeting.
8. THAT, any person appointed as a director of the Company since
the date of this requisition up to the end of the meeting and who
is not one of the persons referred to in the Resolutions numbered 1
through 3 (inclusive) above, be and is hereby removed as a director
of the Company.
In accordance with section 314 of
the Companies Act 2006, we also require you to circulate with the
above resolutions the following statement on the subject matter of
the resolutions:
Tirupati Graphite plc 'the company'
or 'TG') - Requisitioning
Statement
For the avoidance of doubt we have been instructed as nominee to the other underlying beneficial shareholders to make
this requisition and requisition
statement
Dear Shareholders,
In recent times, a growing concern
has emerged regarding the leadership and governance practices
within the company, under the stewardship of TG's Chairman, and
CEO, Mr. Shishir Poddar. This concern is rooted in a series of
events and decisions that have undermined shareholder confidence
and led to a noticeable decline in the company's market performance
and valuation.The beginning of this year marked a worrying trend
when all non-executive directors resigned in quick succession.
Their departure was attributed to unresolved issues relating to the
company's strategic direction, governance practices, and overall
performance. This development coincided with a significant drop in
TG's share price, eroding the market capitalisation to a mere
fraction of what was initially invested by many valued
shareholders.
Prompting significant concern, the
resignation of the non-executive directors was followed by Mr.
Poddar appointing his daughter, Puruvi Poddar, aged 27, as the
joint managing director and Alastair Bath, a 28- year-old associate
employee and staunch supporter of Mr. Poddar, as an additional
director. It is notable that neither has any previous experience at
the PLC Board level. This manoeuvre has resulted in the absence of
any independent non-executive directors, further centralising power
within the Poddar family and their circle.
This situation is further
complicated by Mr. Poddar holding the dual role of CEO and
Chairman, creating a culture where decisions go unchallenged and
potential conflicts of interest are neither identified nor
addressed.
Moreover, the company's operational
ventures have seen minimal oversight. Notably, it recently became
apparent that Mr. Poddar's engagement with TG's primary operations
in Madagascar was limited to only two visits: the first occurring
before the IPO in 2019, and the second in February 2024-five years
later. This sparse oversight raises significant concerns about the
strategic management and operational focus necessary for the
company's growth.
Equally alarming is the issue of
financial mismanagement. Despite raising GBP5 million in 2021 to
integrate the downstream business operations-also owned by the
Poddar family-there's been no progress on this front. Instead, TG
continues to face a constant cash flow crisis affecting its staff,
suppliers, and reputation. There are significant signs that the
company no longer has access to the London debt and capital
markets.
The requisitioning shareholders
believe that appointing these new directors to the board will seek
to rectify the situation. We are therefore proposing the removal of
the current board and the appointment of the new directors as per
the requisitioning resolutions. Please note, Murat and Isabel
(previously been non-executive directors of TG) have no
relationship with the Requisitioning Shareholders and neither Leo
nor Mark are Requisitioning Shareholders.
In light of the concerns noted
above, we believe that the proposed directors will if appointed
work to put in a stringent corporate governance regime and adopt a
proactive and transparent approach in addressing these challenges.
Furthermore, we believe the proposed directors' focus will be on
realigning the company's governance with the best interests of its
shareholders and enhancing value for all stakeholders.
We believe that the proposed
directors will prioritise and endeavour the following
actions:
1. Revise TG's Corporate Governance
Framework:
a.
Establish clear independence between the roles of
Chairman and CEO to ensure a balance of power and enhance corporate
oversight.
b.
Undertake strategic recruitment including a Chief
Financial Officer with proven experience in publicly listed
companies.
c.
Create a high-calibre advisory committee with
extensive knowledge in the relevant sectors and regions to provide
strategic insights and guidance.
d.
Initiate defined reporting procedures including
KPI definition and adherence for onsite operations and overall
corporate performance.
2.
Address Related Party Transactions and Conflicts of
Interest
a.
Adopt a transparent approach to managing any
conflicts of interest, including cessation of all transactions with
entities related to Mr. Poddar and his family, unless conducted
under transparent and fair terms.
b.
Conduct thorough investigations into previous
conflicts of interest to ascertain if transactions were executed
favourably, particularly concerning the integration of downstream
businesses.
c.
Cultivate a culture that rewards merit,
participation, and contributions, effectively aligning employee
interests with corporate goals.
3.
Address Liquidity Issues and Optimise Capital Structure
a.
Arrange a borrowing capacity to manage payable
crises, restore commercial reputation, and invest in delayed
capital expenditures (Capex) to optimise short-term operational
capacity.
b.
In the medium term, pursue funding opportunities
to enhance operational capacity and maximise returns.
4. Execute the Offtake
Strategy
a.
Seek partnership opportunities with entities not
currently associated with the company, focusing on expanding the
downstream business.
b.
Explore sustainable downstream business strategies
for building or acquiring opportunities to secure and enhance the
value chain.
c.
Seek downstream business partners that would
further facilitate financing and development of the upstream
assets, particularly the Mozambique resources.
For the reasons above, we urge you
to vote in favour of the resolutions we have proposed at the
general meeting of the Company.
Sincerely,
Walpole ST. Andrews Nominees
Limited
(on behalf of the underlying
beneficial shareholders)
End of Requisitioning
Statement
-
We confirm that we are members
representing at least 5% of the total paid-up capital of the
Company carrying the right of voting at general meetings of the
Company.
We undertake to pay a sum which is
reasonably sufficient to meet the expenses of the Company in giving
effect to the requisition to circulate a statement pursuant to
section 314 of the Companies Act 2006. However, we note that as the
statement is combined with this section 303 requisition, which the
Company must bear the expense of, the only additional expenses
arising as a result of the section 314 requisition would be the
printing of the extra page(s) of the circular containing the
statement.
Date: 23rd April
2024
Name
|
Shareholding
|
Signature
|
Walpole
ST.
|
Andrews
|
6,847,813 ordinary shares
|
in
|
|
Nominees Limited
|
|
the capital of the
Company
|
|