RNS25 Jun 2018 14:01
Wentworth, the Oslo Stock Exchange (OSE: WRL) and AIM (AIM: WRL) listed independent, East Africa-focused oil & gas company, provides the following corporate update.
Chief Executive Officer
Further to the Company's announcement dated 15 January 2018, Mr Eskil Jersing has today joined Wentworth as Chief Executive Officer. He will be appointed to the Board with effect from 27 June 2018 at the Company's Annual and Special Meeting.
Redomicile of the Company
As previously announced, in line with the head office relocation of the Company from Calgary to London, the re-domicile of the Company to the British Isles is progressing on schedule. Having considered various options, the Company is working towards a "Continuance" of the Company into Jersey, Channel Islands (the "Continuance"). Â
The Continuance is a legal process whereby, following shareholder approval by way of a special resolution, the Board of the Company will apply to:
The Registrar of Corporations in Alberta to grant a certificate of discontinuance; and
The Jersey Financial Services Commission for their approval of the Continuance.
Upon such approval:
The Company will cease to be a company registered in Alberta, Canada and will be registered in Jersey, Channel Islands;
Shareholders will continue to hold one share of the Company for each Common Share currently held. The principal attributes of the share capital of the Company will be identical, before and after the Continuance, other than differences in shareholders' rights under the new Articles and under Jersey law as compared to the current articles and Albertan law;
The Company will adopt a new Memorandum of Association and Articles of Association (the "Articles");
The Company's shares are expected to continue to be traded on AIM and the Oslo Børs; (with an Oslo Børs delisting application being submitted shortly thereafter); and
All property and rights to which the Company was entitled immediately before the Continuance will remain the property and rights of the Company post Continuance and the Company will remain subject to all criminal and civil liabilities, all contracts, debts and other obligations and all legal proceedings, to which it was subject immediately before the Continuance.
Full details of the Continuance process and its implications will be provided, in due course, in a Continuance Circular.
Delisting from Oslo Børs
The intent behind the redomicile is to reduce costs and simplify the Company's corporate structure. The Board believes the redomicile process will provide a positive long-term benefit for all of its shareholders and improve the overall liquidity and risk profile of the stock.
To further this objective, the Company is also seeking to de-list from the Oslo Børs, which is consistent with the Company's plan to move towards a UK based corporate governance regime and is in line with the appointment of a UK based management team. The Company is confident that the AIM mar