AFR.L Regulatory News (AFR)

26 Jun 2009 15:33



Afren plc (AFR LN)

Board appointments and Performance Share Plan Award

London, 26 June 2009 - Afren plc ("Afren" or the "Company") is pleased to announce the appointment of two Non-Executive Directors, Mr Ennio Sganzerla and Mr Toby Hayward, who will be joining the Board with immediate effect. 

Ennio Sganzerla, a senior industry practitioner with a wealth of African upstream oil & gas experience, has been an advisor to the Afren Board since November 2006. He was previously Senior Vice President (E&P) at ENI, having joined the group in 1971.  From 1997, he was responsible for ENI's largest business unit encompassing the North Sea, America, Australasia and Russia, with production in excess of 500,000 boepd.  Previously, he was Managing Director of ENI's North Sea operations.  Over the course of his wide-ranging career at ENI, he was instrumental in establishing and building ENI's presence in Congo, and played an active role in increasing ENI's position in Nigeria and Gabon as Regional VP for Africa.  Mr Sganzerla was also active in leading the group's M&A activities, including the acquisition of Lasmo plc and British Borneo. He currently also serves as non-executive Director at Stratic Energy Corporation. 

Toby Hayward qualified as a Chartered Accountant with Touche Ross & Co in 1984 and subsequently held a number of senior Equity Capital Market positions in the City of London. Mr Hayward was formerly Managing Director and Head of Corporate Broking at Jefferies International Limited, where he was responsible for all international equity and equity linked capital markets transactions together with corporate broking and Nomad responsibilities. Prior to this, Mr Hayward was Head of Oil and Gas Equity Capital Markets at Canaccord Adams, where he led a number of Initial Public Offerings, including Afren's in March 2005.

The Board of Afren would also like to thank Guy Pas for his significant contributions to the Board and Company during his tenure. Mr Pas is stepping down from the Board, having served as non-executive Director for over four years, to pursue personal projects. 

Performance Share Plan 

On 19 June 2009, the Board of Directors approved a share award over ordinary shares representing 2.3% of the existing issued share capital of the Company. The shares vest after a three year period and the full award is made only if the Company's Total Shareholder Return has performed in the top quartile when compared against a peer group of upstream oil and gas companies. If the Company does not achieve at least median performance in the peer group, no shares will be awarded.

  Following the award, the Director's Equity Interests are as follows:

Director's Share Options have been granted at various points from June 2005 to January 2009 and are exercisable to June 2015, June 2017 and January 2019 at exercise prices ranging from 20p to 190p, the Warrants, as awarded under the Founders Investment and Warrant Scheme, expire in December 2009, have a price of 37.95p and a performance Target Price at a 56% premium to the Warrant Price, as per the Scheme rules.

Egbert Imomoh, Chairman of Afren, commented:

"On behalf of the Board of Afren, I am delighted to welcome Ennio Sganzerla and Toby Hayward to the Board. Mr Sganzerla has an exceptional industry and M&A track record accompanied by significant African experience. Mr Hayward, who led the IPO of Afren in March 2005, brings a wealth of equity capital markets experience that will be very useful as Afren migrates to the Main Board of the London Stock Exchange later this year. 

I would like to thank Guy Pas for his significant contribution and leadership, helping guide Afren through its transition from start-up to a leading African independent today. It has been an honour to work closely with Guy, and we wish him every future success."

Additional information on Ennio Sganzerla, aged 65, to be disclosed in relation to Schedule Two paragraph (g) of the AIM Rules for Companies can be found below.

Current shareholding:

Warrant grant of 100,000 Afren shares. 

Current Directorships and partnerships:

Non Executive Director of Stratic Energy from May 2007.

Afren International Advisory Board Member.

Afren Business development Advisor. 

Previous Directorships and partnerships:

Senior VP Eni Exploration & Production with responsibility over the Americas, Australasia, North Sea and Russia.

Non Executive Director of Sun Energy and TristanOil.

Director of several Eni affiliated Companies.

Additional information on Toby Hayward, aged 50, to be disclosed in relation to Schedule Two paragraph (g) of the AIM Rules for Companies can be found below.

Current shareholding:

 205,000 Ordinary shares.

Current Directorships and partnerships:

Non Executive Director (Chairman),Severfield Rowen Plc.

Non Executive Director, Sirius Petroleum Plc.

Previous Directorships and partnerships:

Director, Corporate Finance, Singer & Friedlander Limited.

Director, Corporate Finance Henry Ansbacher & Co Limited.

Director, Equity Capital Markets, Canaccord Adams.

Managing Director Equity Capital Markets, Jefferies International Limited.

Toby Hayward was appointed a director of International Seafoods Products Plc and of Ocean Supplies (a wholly owned subsidiary of International Seafoods Products Plc) in 1999. An administrative receiver was appointed on 12 July 1999 for both companies. International Seafoods Products Plc was dissolved on 23 November 2004. He was also appointed a director of Paradisii Limited in 1999. A Liquidator was appointed for a creditors/members voluntary winding up on 26 February 2006 and the company was dissolved on 2 February 2008.