RE: Rns10 Jan 2019 07:09
Angus Energy Plc (AIM:ANGS), a leading UK conventional oil and gas production and development company, announces that it received letters pursuant to section 303 of the Companies Act 2006 (the "Act") requiring the Directors of the Company to convene a general meeting of the Company's shareholders (the "Requisitions") to propose various changes to the Board.
The Company further announces that Rob Shepherd, non-executive director of the Company, resigned subsequent to this event from the Board with immediate effect.
The Company has entered into a £3 Million loan facility ("Facility") with YA II PN Ltd and Riverfort Global Capital. Proceeds of the financing will be primarily deployed for the future development of the Balcombe Field Discovery.
Requisition of General Meeting
The Requisitions are signed by HSBC Global Custody Nominee (UK) Limited a/c 970877 (as the registered holder) in respect of 23,000,000 ordinary shares of £0.002 each in the Company ("Shares") and by Jarvis Nominees Limited (as the registered holder) in respect of 1,645,000 Shares (the "Requisitioning Shareholders"), representing in total approximately 6.2 per cent. of the Company's issued Shares carrying voting rights.
It is the Company's belief that Mr Jonathan Tidswell-Pretorius, the Company's non-board operations director and previous Chairman until stepping down in July 2018, has a direct interest in respect of the 23,000,000 Shares registered in the name of HSBC Global Custody Nominee (UK) Limited a/c 970877.
The Requisitions each propose that shareholders be asked to consider ordinary resolutions (the "Resolutions") to appoint each of George Charles Bingham, the 8th Earl of Lucan, and Adam Salim Habib to the Board as directors ("Proposed Directors"); and to remove Paul Abram Vonk, and any director appointed between the date of the Requisitions and the date of the general meeting, from the Board.
The Requisitions do not state whether the proposed appointments of George Bingham and Adam Habib would be in an executive or non-executive capacity. Any appointments to the board of an AIM company are subject to the satisfactory completion of regulatory due diligence and appropriateness checks by the Company's Nominated Adviser. No such checks have been commenced.
The Board of Directors regrets that this action has been taken at a time when the Company has reached an inflection point and considers the Requisition to be unwelcome and unnecessary. The Board is unanimously of the view that the Resolutions are not in the best interests of the Company and its shareholders as a whole and intends to unanimously recommend that shareholders vote against the Resolutions at any requisitioned general meeting.
Section 304 of the Act requires the Directors to call such a general meeting within 21 days of the date of receipt of the Requisition and to hold such general meeting on a date not more than 28 days after the date of the notice convening such general meet
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