RNS for the prosecution1 Nov 2022 07:18
01 November 2022
Reabold Resources plc Requisitioning Shareholders Group
RE: Requisition of general meeting of Reabold Resources plc
Beneficial owners representing 6.93% of the issued share capital in Reabold Resources plc ('Reabold' or the 'Company') (AIM:RBD), whose shares are registered in the legal name of Pershing Nominees Limited (the 'Requisitioning Shareholders'), confirm they have served notice on the board of directors of the Company to convene a General Meeting ('GM') of Reabold's shareholders to pass resolutions focussed on creating sustainable shareholder value in the interests of all Reabold's shareholders and other stakeholders.
To enable positive strategic change and increased shareholder value, the Requisitioning Shareholders believe that the following actions must be taken:
· The Board must be changed to increase alignment between the Board and the Company's shareholder. The Requisitioning Shareholders believe that the current lack of clear leadership and accountability is impeding value creation, while CEO remuneration is excessive and unjustified given the current performance.
o The incumbent directors all be removed from the board.
o The Requisitioning Shareholders have proposed that, in place of the incumbent directors, Kamran Sattar, Cathal Friel, Francesca Yardley, and John McGoldrick (together, the 'Proposed Directors') be appointed to the Board. Francesca and John meet the test for being independent non-executive directors as recommended in the Pensions and Lifetime Savings Association Stewardship & Voting Guidelines dated February 2022. If they are appointed to the Reabold board, the Proposed Directors will each forgo any cash payment for directors' fees and will instead be remunerated with £25,000 in equity for the first 12 months.
o A CEO, with relevant industry experience, be appointed to lead the Company.
· The Corporate Governance policies require robust changes to restore credibility in Reabold's governance practices. The Proposed Directors would urgently address several material deficiencies from recommended best practice that have been notified to the incumbent Board, most notably relating to the independence of the Chairman and director remuneration considerations - specifically the extension of share option expiry dates and the absence of performance conditions for long term incentive awards.
· The Company must realise greater value from its projects than it has previously, particularly the West Newton Asset. As such, the Proposed Directors would rapidly seek an experienced farm out partner to significantly de-risk the asset and help Reabold realise value in the next 6-12 months.
· New, non-dilutive, funding initiatives should be pursued to accelerate and maximise monetisation of the Company's assets.