Wentworth Resources Ltd Wentworth Resources Limited : Posting Of Shareholder Materials And Proposed Director Appointments
August 22 2018 - 9:31AM
UK Regulatory
TIDMWRL
PRESS RELEASE
22 August 2018
WENTWORTH RESOURCES LIMITED
("Wentworth" or the "Company")
Posting of Shareholder Materials and Proposed Director Appointments
Wentworth, the Oslo Børs (OSE: WRL) and AIM (AIM: WRL) listed
independent, East Africa-focused oil & gas company, announces that it
has today published a Notice of Special Meeting of Shareholders, a
Management Information Circular and Proxy Forms (the "Shareholder
Materials") on its website (www.wentworthresources.com) and on NewsWeb
(www.newsweb.oslobors.no/).
The Shareholder Materials relate to resolutions for the proposed
re-domiciliation of Wentworth from Alberta, Canada to Jersey (the
"Continuance"), the proposed de-listing of Wentworth from the Oslo
Børs (the "Delisting"), as well as certain related share authority
and other resolutions.
The Shareholder Materials further note the proposed appointment to the
Board of Katherine Roe, Wentworth's Chief Financial Offer, as an
executive director, and Iain McLaren and Tim Bushell as independent
Non-Executive Directors of the Company (the "Proposed Directors"),
immediately following, and conditional upon, the completion of the
Continuance.
Background
On 16 November 2017, the Company announced that it was undertaking a
restructuring process to better align its corporate and management
structures with its shareholders and asset base in Africa. At the time,
Wentworth was incorporated under the laws of the Province of Alberta,
Canada, with a Canada based executive management team, assets in East
Africa and stock market listings in both Norway and the UK. This led to
a disproportionate amount of management time, effort and cost incurred
dealing with the practical consequences of a multi-jurisdictional group
structure and dual-listing, compared to peer Exploration & Production
companies of a similar size.
The primary rationale for the proposed Continuance and Delisting
included the need for:
-- a UK based executive management team;
-- increased management efficiencies and reduction in corporate complexity;
-- reduction in certain operational and regulatory burdens and overhead /
compliance costs;
-- improved access to the Company's institutional investors;
-- closer proximity and to be in the same general time zone to the Company's
asset base;
-- direct access to the London M&A and A&D markets;
-- established E&P sector research coverage in London; and
-- a simpler transactional platform for both organic and inorganic growth
initiatives.
The first step in addressing these transitional issues was the
appointment of a UK based executive management team in Eskil Jersing as
Chief Executive Officer and Katherine Roe as Chief Financial Officer to
take the Company forward, which were announced on 15 January 2018 and 28
March 2018 respectively.
Continuance
The Continuance is expected to provide the Company with a number of
benefits, including:
-- a reduction in the time and costs associated with international travel
required to hold meetings of the Board and manage the Company's assets
and maintain relationships with its JV partners, as Jersey is more
conveniently located in relation to the Company's operations than Canada;
-- in the event the Company were to pay dividends, Canadian withholding tax
applicable to dividends paid to Shareholders outside Canada will be
eliminated;
-- with no commercial connections to Canada, there is no reason for the
Company to be domiciled in Canada and subject to Canadian income and
capital gains taxes or for it to bear the compliance costs associated
with being a Canadian company; and
-- being subject to a UK corporate governance regime and the City Code on
Takeovers and Mergers is expected to make the Company more attractive to
UK institutional investors.
Save for the appointment by the board of directors of the Proposed
Directors whose appointment is conditional upon the completion of the
Continuance, the Board, current executive management and voting controls
of the Company are expected to remain unchanged.
As part of the Continuance, the Company's name will change to "Wentworth
Resources Plc".
The Delisting
The Company has been listed on the Oslo Børs since 2005 and AIM
since October 2011. The Board has, over time, monitored the benefits of
having a dual-listing and is now of the view that the benefits of being
listed on the Oslo Børs, in addition to the listing on AIM, no
longer outweigh the costs and additional regulatory burdens.
At present, the Company is required to comply with both the Norwegian
rules applicable to companies listed on the Oslo Børs and the AIM
Rules for Companies, which differ in certain areas and accordingly
impose additional regulatory burdens and increased compliance costs.
These would be avoided if the Delisting were approved. The Directors
conversely believe that the AIM listing has enhanced and will further
enhance Shareholder value by allowing the Company and Shareholders to
benefit from the presence of an established E&P research sector and
improved access to UK institutional and retail investors. Additionally,
the market for small cap E&P companies with international assets beyond
the North Sea is significantly more developed on AIM, when compared to
the Oslo Stock Exchange.
The Directors believe that given the Company's size, stage of
development and strategy, it is more appropriate and beneficial for it
to continue to be listed on AIM rather than on the Oslo Børs.
Directors
Immediately following the Continuance (and conditional upon the
completion of the Continuance) it is intended that the Proposed
Directors shall be appointed by the board of directors as described
above.
Ms. Katherine Roe
Katherine has been Vice President Corporate Development & Investor
Relations for the Company since 2014 and has 19 years of senior
corporate and capital markets experience. Prior to joining Wentworth,
Katherine spent 11 years at Panmure Gordon having moved from Morgan
Stanley's investment banking division. She is currently an independent
Non-Executive Director of Faroe Petroleum plc, where she will take over
the role of Audit Chair in 2019.
Mr. Iain McLaren
Mr. McLaren has significant experience in the oil and gas sector with
deep experience as Audit committee chair. He is currently a
Non-Executive Director of Jadestone Energy Inc. and until May 2018 was
Senior Independent Director and Chair of the Audit Committee for Cairn
Energy plc. He is currently Chairman of F&C UK High Income Trust plc as
well as the director of four investment trust Companies. He is a past
President of the Institute of Chartered Accountants of Scotland and was
a partner of KPMG for 28 years until 2008.
Mr. Tim Bushell
Mr. Bushell is a qualified geologist with more than 30 years' experience
in the oil and gas industry. He has worked at British Gas, Ultramar,
LASMO, and Paladin Resources. Most recently Tim was Chief Executive
Officer at Falkland Oil and Gas Limited and Director/co-founder of Core
Energy AS. He is currently serving as a Non-Executive Director on the
Board of Rockhopper Exploration PLC, Genel Energy plc and Petro Matad
Limited and as a Director of Point Resources AS and Redrock Energy
Limited.
The appointment of the Proposed Directors by the board of directors will
add significant financial, technical and operational experience to the
Board, providing a stronger platform to execute on its strategic
aspirations.
Timetable of Events (UK time)
Publication of the Information Circular and accompanying 22 August 2018
Shareholder Materials
Record Date for mailing to Shareholders and to vote 21 August 2018
at the Special Meeting
Mailing of proxy-related-materials to Shareholders 22 August 2018
Latest time and date for receipt of VPS Interest Holders' 10.00 a.m. on
completed VPS Forms of Proxy for the Special Meeting 26 September
2018
Latest time and date for receipt of DI Holders' completed 10.00 a.m. on
Forms of Direction and receipt of electronic proxy 27 September
appointments via the CREST system for the Special 2018
Meeting
Latest time and date for receipt of Registered Shareholders' 10.00 a.m. on
completed Forms of Proxy for the Special Meeting 28 September
2018
Date and time of Special Meeting 10.00 a.m. on
2 October
2018
Announcement of results of Special Meeting 2 October 2018
Continuance expected to take effect October 2018
-Ends-
Enquiries:
Eskil Jersing, eskil.jersing@wentworthresources.com
Wentworth Chief Executive Officer +44 7717 847 623
Katherine Roe, katherine.roe@wentworthresources.com
Chief Financial Officer +44 7841 087 230
Stifel
Nicolaus AIM Nominated Adviser and Broker (UK)
Europe Callum Stewart
Limited Ashton Clanfield +44 (0) 20 7710 7600
Broker (UK)
Richard Crichton
Peel Hunt LLP Ross Allister +44 (0) 20 7418 8900
FTI Consulting Investor Relations Adviser (UK) wentworth@fticonsulting.com
Sara Powell +44 (0) 20 3727 1000
Kim Camilleri
About Wentworth
Wentworth is a publicly traded (OSE: WRL, AIM: WRL), independent oil &
gas company with: natural gas production; exploration and appraisal
opportunities; all in the Rovuma Delta Basin of coastal southern
Tanzania and northern Mozambique.
Inside Information
The information contained within this announcement is deemed by
Wentworth to constitute inside information as stipulated under the
Market Abuse Regulation (EU) no. 596/2014 ("MAR"). On the publication of
this announcement via a Regulatory Information Service ("RIS"), this
inside information is now considered to be in the public domain.
Cautionary note regarding forward-looking statements
This press release may contain certain forward-looking information. The
words "expect", "anticipate", believe", "estimate", "may", "will",
"should", "intend", "forecast", "plan", and similar expressions are used
to identify forward looking information.
The forward-looking statements contained in this press release are based
on management's beliefs, estimates and opinions on the date the
statements are made in light of management's experience, current
conditions and expected future development in the areas in which
Wentworth is currently active and other factors management believes are
appropriate in the circumstances. Wentworth undertakes no obligation to
update publicly or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise,
unless required by applicable law.
Readers are cautioned not to place undue reliance on forward-looking
information. By their nature, forward-looking statements are subject to
numerous assumptions, risks and uncertainties that contribute to the
possibility that the predicted outcome will not occur, including some of
which are beyond Wentworth's control. These assumptions and risks
include, but are not limited to: the risks associated with the oil and
gas industry in general such as operational risks in exploration,
development and production, delays or changes in plans with respect to
exploration or development projects or capital expenditures, the
imprecision of resource and reserve estimates, assumptions regarding the
timing and costs relating to production and development as well as the
availability and price of labour and equipment, volatility of and
assumptions regarding commodity prices and exchange rates, marketing and
transportation risks, environmental risks, competition, the ability to
access sufficient capital from internal and external sources and changes
in applicable law. Additionally, there are economic, political, social
and other risks inherent in carrying on business in Tanzania and
Mozambique. There can be no assurance that forward-looking statements
will prove to be accurate as actual results and future events could vary
or differ materially from those anticipated in such statements. See
Wentworth's Management's Discussion and Analysis for the period ended 30
June 2018, available on Wentworth's website, for further description of
the risks and uncertainties associated with Wentworth's business.
Notice
Neither the Oslo Børs nor the AIM Market of the London Stock
Exchange has reviewed this press release and neither accepts
responsibility for the adequacy or accuracy of this press release.
This information is subject of the disclosure requirements pursuant to
section 5-12 of the Norwegian Securities Trading Act.
Information Circular: http://hugin.info/136496/R/2212338/862472.pdf
Notice of Meeting and Access
http://hugin.info/136496/R/2212338/862471.PDF
180822 Press Release: http://hugin.info/136496/R/2212338/862476.pdf
Forms of Proxy and Direction:
http://hugin.info/136496/R/2212338/862475.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Wentworth Resources Limited via Globenewswire
http://www.wentworthresources.com/
(END) Dow Jones Newswires
August 22, 2018 10:31 ET (14:31 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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