Last checked at 6 Mar 2019 15:15
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
6 March 2019
Angus Energy Plc
("Angus Energy", "Angus" or the "Company")
Board Changes
Angus Energy plc (AIM: ANGS), a leading UK conventional oil and gas production and development company (the "Company") is pleased to announce the following appointments effective immediately:
Non-executive Chairman - Patrick ("Paddy") Clanwilliam
Paddy's previous responsibilities include the Chair of Eurasia Drilling Company Limited (EDCL.LI) the largest drilling and work-over company in Eurasia. He is also a former non-executive director of SOMA Oil & Gas, a private exploration play in deepwater offshore Somalia and OJSC Polyus Gold (OPYGY) the largest Russian gold mining company by market share. Paddy has over thirty years of experience in corporate communications and resource extraction in the MENA and FSU regions. He is presently non-executive director of FTSE100 listed NMC Healthcare PLC (NMC.L).
Finance Director - Carlos Fernandes
Carlos has been part of the Angus team since 2013 and has seen the company's transition from private to public. Prior to his appointment as Finance Director he was the Chief Financial Officer of the group. He has over 11 years commercial experience working in the Mining and Oil & Gas industry. He has held accounting and finance roles at both corporate and project level and also covering corporate governance and compliance. He has been involved in the identification and successful application of exploration targets, mergers and acquisitions and running development and production programs.
Technical Director - Andrew Hollis
Andrew has over 40 years' experience in all technical aspects of oil and gas, exploration and production. After 25 years in petroleum and reservoir engineering for British Gas he became an independent consultant specialising in Russia, the FSU and Eastern Europe and also provided specialist reserves determination skills to Gaffney Cline and Associates. As General Manager of various Russian joint ventures he has had experience of running small oil companies. He brings a wide range of experience including geology, petroleum engineering, field operations of all types, drilling, reservoir operations and reserves determination. Andrew graduated in Geology from London University and is a Fellow of the Geological Society and member of the Society of Petroleum Engineers.
Full disclosure as required by AIM Rule 17 on Paddy Clanwilliam, Carlos Fernandes and Andrew Hollis is set out at the end of this announcement.
In addition, the Board announces that it has today accepted the resignation with immediate effect of Non-Executive Director, Chris de Goey.
Cameron Buchanan, outgoing acting non-executive Chairman, writes: "Having taken over the Chairmanship at short notice, I am very pleased and delighted that I am handing over the role to Paddy Clanwilliam who has had a wealth of experience over many years in the oil & gas drilling and production fields. It is also a pleasure to welcome onto the Board Carlos Fernandes who for the past 5 years has been our CFO working closely with the Board. The other new Director Andrew Hollis and of course our new Managing Director George Lucan will bring both skills and technical ability to your Board and I have no hesitation in recommending them to you. At the same time I owe great deal of thanks to our outgoing non-executive Director Chris de Goey who is leaving us to pursue a full time managerial role in the oil and gas field. His vast knowledge of the industry has guided myself and the rest of the Board through some difficult times and we shall all miss his wise counsel."
Patrick Clanwilliam the Company's new non-executive Chairman writes: "I am delighted to join the Board of Angus Energy as non-executive Chairman. I was especially attracted to Angus by the quality of its technical and operational team and in particular its vision for the future. I hope to use my Oil and Gas experience to add value to this vision which, I fully expect, will one day reach beyond its excellent foundations in the Weald Basin ."
Update on Jonathan Tidswell-Pretorius - 2018 Share Transactions
The Company has concluded its investigation into the dealings in 39,000,000 shares belonging to its former Executive Chairman, Mr. Jonathan Tidswell-Pretorius ("JT"). These dealings arose as a consequence of a Loan Agreement with a third-party equity linked lender (the "Lender") and the resulting transfers of shares to its stockbroker (the "Lender's Broker") as announced in multiple RNS releases last year. For completeness sake we set out in Appendix One below the timeline of all of the material transactions and steps involved. It should be noted at the outset that no funds were ever advanced under the Loan Agreement.
Whilst the Board expresses sympathy for Mr. Tidswell-Pretorius' legal position, the investigation has confirmed that the Company's share dealing code was not complied with and accordingly for clarification Mr. Tidswell-Pretorius will not be reinstated to the Board but remains the Group's non-board director of operations.
Disclosure on Paddy Clanwilliam, Carlos Fernandes and Andrew Hollis
Patrick James Meade, 8th Earl of Clanwilliam (aged 58) has held the following directorships and/or partnerships in the past five years:
Current: | Past: |
NMC Health PLC | Eurasia Drilling Company Limited |
Matador Asset Management Limited | London Greenways Limited |
Meade, Hall & Associates Limited | JSFC Sistema |
Halamar (Chancery Lane) Limited | Soma Oil & Gas Holdings Limited |
HGS (Hold Co) Limited | PJSC AFK Sistema |
NMC Holding LLC | PSJC Polyus |
New Medical Centre Speciality Hospital LLC |
|
New Medical Centre |
|
Benevolent Society of Saint Patrick |
|
17 Arm (UAE) Fz LLC |
|
Halamar (Golden Square) Limited |
Carlos Dos Santos Fernandes (aged 35) has held the following directorships and/or partnerships in the past five years:
Current: | Past: |
NP & C Corporate Services Ltd (in liquidation)
| Weald Basin Investments Ltd Eclipse Oil & Gas Ltd Eclipse Strategic Security Ltd Eclipse Strategic Training Ltd |
Carlos has options over 2,149,803 ordinary shares in Angus.
Andrew Patrick Hollis (aged 64) has held the following directorships and/or partnerships in the past five years:
Current: | Past: |
Muscovy Oil Services Ltd
| None |
Andrew has options over 2,949,803 ordinary shares in Angus.
There is no further information to be disclosed in relation to the appointments of Paddy, Carlos and Andrew pursuant to AIM Rule 17 or paragraph (g) of Schedule Two of the AIM Rules for Companies.
END.
Enquiries:
Angus Energy Plc | www.angusenergy.co.uk |
George Lucan | Tel: +44 (0) 208 899 6380 |
Beaumont Cornish (Nomad) | www.beaumontcornish.com |
James Biddle/ Roland Cornish | Tel: +44 (0) 207 628 3396 |
WH Ireland Limited (Broker) | |
Katy Mitchell/ Harry Ansell | Tel: +44 (0) 113 394 6600 |
Yellow Jersey | angus@yellowjerseypr.com |
Tim Thompson | Tel: +44 (0) 203 004 9512 |
Henry Wilkinson |
APPENDIX ONE
May 2018 | Preparatory discussions commenced between JT and the Lender prior to commencement of Closed Period on 30 May 2018
|
4 - 5 June 2018 | Loan Agreement signed by JT and Lender.
|
7 June 2018 | Date of stock transfer form delivered to Lender by JT (ultimately not used as the Lender required electronic transfer).
|
19 June 2018 | JT arranges electronic transfer of 39 million Angus shares to Lender's Broker by way of security.
|
21 June 2018 | On or prior to this date, at least 1 million Angus shares have been sold by Lender's Broker.
|
25 June 2018 | The Lender delivers Closing Statement under the Loan Agreement to JT (Closing Statement is dated 19 June 2018)
|
26 June 2018 | JT signs and returns the Closing Statement. Discussions take place between JT and the Lender regarding drawdown of the loan in tranches.
|
29 June 2018 | Interim financial statements published by Angus. PDMR Announcement received and released by Angus detailing JT as owner of 39 million Angus shares. Angus are first informed of potential transaction by JT.
|
2 July 2018 | By this date Lender's Broker has sold 10.8 million Angus shares.
|
3 July 2018 | 3 July PDMR Announcement released by Angus detailing the Lender as owner of 28.2 million Angus shares.
|
4 July 2018 | 4 July Announcement released by Angus confirming that JT no longer has a notifiable interest in the Company.
|
5 July 2018 | JT steps down as director and chairman of the Company (announcement released on 6 July 2018).
|
11 July 2018 | The High Court grants an interim injunction to JT prohibiting further disposals of shares by the Lender or the Lender's Broker.
|
13 July 2018 | 13 July TR-1 Announcement released by Angus detailing the Lender as having an interest in 24.2 million shares.
|
18 July 2018 | The High Court grants a full injunction to JT prohibiting further disposals of shares by the Lender or the Lender's Broker. A settlement is reached shortly thereafter returning legal ownership of the remaining unsold 23 million Angus shares from the Lender to JT.
|
8 August 2018 | 8 August TR-1 Announcement released by Angus detailing JT as owner of 23.5 million shares in the Company, and the Lender as holding nil shares in the Company. |
Notes
About Angus Energy plc. Angus Energy plc. is a UK AIM quoted independent onshore oil and gas production and development company focused on leveraging its expertise to advance its portfolio of UK assets as well as acquire, manage and monetise select projects. Angus Energy majority owns and operates conventional oil production fields at Brockham (PL 235) and Lidsey (PL 241) and has a 25% nterest in the Balcombe Licence (PEDL244) and a 12.5% interest in the Holmwood licence (PEDL143).