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Pin to quick picksBowleven Regulatory News (BLVN)

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Bowleven provisional response to COC resolutions

8 Feb 2017 07:00

RNS Number : 2841W
BowLeven Plc
08 February 2017
 

 

 

 

08 February 2017

Bowleven plc ('Bowleven' or 'the Company')

 

Bowleven provisional response to Crown Ocean Capital resolutions

Following its requisition of a General Meeting (GM), issued on 24th January, Crown Ocean Capital (COC) the Monaco-based private investment vehicle, has continued to purchase Bowleven stock.

In view of this, and ahead of the more detailed response within the circular convening the GM, Bowleven wishes to advise all shareholders of its view of key aspects of the COC proposals and why the Board will unanimously be recommending shareholders vote against all resolutions. In the meantime, shareholders are urged to support their Board and take no immediate action with regard to their holdings:

· COC's intent is to take control of Bowleven without paying fair value, and it has no credible strategy to maximise the value from the company's key assets, Etinde and Bomono;

· COC's stated intention is to convert Bowleven into a holding company

o Stripping the cash from Bowleven's balance sheet, and

o Leaving it in a precarious position potentially unable to fund the investment necessary to realise any or all value from its Cameroon assets; this substantially weakens its' bargaining position

· COC intends to remove the existing Board and appoint their own representatives, placing the management of the company in the control of a single minority shareholder, with no remaining independent directors representing the interests of shareholders

o This is exceptionally poor governance, delivering stewardship of the company into the hands of unvetted COC appointees and removing all governance safeguards for other shareholders;

o The Board will lose vital relationships with the Cameroon Government key to progressing the assets and realising value, and lose its entire relevant oil & gas experience and industry relationships

· Throughout their near-year long involvement with the company, COC has displayed utter inconsistency:

o Their first approach, in August 2016, was to advocate an MBO, but desisted when the management made it clear that the offer price must be at a level the Board could recommend

o Their second approach was to support the existing management team, Chairman and strategy, and to impose new non-executive directors, but the legal procedures were defective

o Their third approach is to dismiss all Board members, except the Chief Operating Officer, who previously they sought to dismiss

 

Bowleven

The company's strategy provides you with the best route to maximising the value of your shares:

· We are progressing exciting development plans at Etinde that have the potential to deliver material upside to you

· The company has a strong balance sheet with $95m of cash (as of 31/12/2016) and no debt

o We must retain sufficient financial flexibility in order to realise maximum value from Etinde

o After significant investment, time, and effort, Bomono is on the cusp of delivering value through development and farm-out. COC proposes to cease the very modest outlay needed to bring this to fruition

· Employing strict capital discipline, the company already had in place a means to return excess cash to shareholders with its share buyback programme, but COC blocked this

· Action continues to be taken to preserve cash with overheads reduced by 23% to $0.8m/month

· The Company has a fully compliant Board providing you, the Shareholders, with appropriate governance of your investment

 

Chairman, Billy Allan said:

"Ahead of our formal response, we wish to give timely advice to shareholders that COC's proposal has absolutely no merit. It is self-evidently, and solely, a means to turn Bowleven into a cash dispenser for themselves, by taking control of the Board.

By contrast the company is progressing exciting plans at Etinde and Bomono that have the potential to deliver material upside. We see a clear choice for shareholders between losing control of the company, or retaining substantial upside in an E&P company at a favourable point in the market cycle."

 

ENQUIRIES

For further information please contact:

 

Bowleven plc

Kevin Hart, Chief Executive 00 44 131 524 5678

Kerry Crawford, Finance Director

 

Brunswick Group LLP

Patrick Handley 00 44 207 404 5959

Will Rowberry

 

Cenkos Securities plc (NOMAD)

Derrick Lee 00 44 131 220 6939

Neil McDonald

 

 

NOTES TO EDITORS:

Bowleven is an African focused oil and gas exploration group, based in Edinburgh and traded on AIM. Bowleven's vision is to build an African focused exploration and production company focused on creating and realising material value through exploration-led organic growth and niche acquisitions. Bowleven holds equity interests in three blocks in Cameroon, with one block located offshore in shallow water (operated by NewAge) and two onshore (operated by Bowleven).

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCTRMTTMBBMTFR
Date   Source Headline
24th Feb 20157:00 amRNSEtinde Farm-Out Update
30th Jan 20157:00 amRNSEtinde Farm-Out Update
21st Jan 20157:00 amRNSBomono Operational Update
9th Jan 20154:23 pmRNSEtinde Farm-out Update
23rd Dec 20142:29 pmRNSGrant of 2014 Bowleven Long-Term Incentive Plan
23rd Dec 201412:39 pmRNSDirector's Interest
23rd Dec 20147:00 amRNSEtinde Permit Update
18th Dec 201412:39 pmRNSRESULT OF ANNUAL GENERAL MEETING
16th Dec 20144:12 pmRNSDirector's Interest
16th Dec 20147:00 amRNSLong Term Incentive Plan
9th Dec 20147:00 amRNSBomono Permit - Licence Extension Granted
9th Dec 20147:00 amRNSBomono Permit - Licence Extension Granted
1st Dec 20147:00 amRNSAppointment of Nominated Adviser & Joint Broker
24th Nov 20144:37 pmRNSAnnual Financial Report
18th Nov 20143:50 pmRNSHolding(s) in Company
12th Nov 20147:00 amRNSPreliminary Results Announcement
28th Oct 20142:31 pmRNSEtinde - Longstop Date Extension Confirmed
27th Oct 20147:00 amRNSEtinde Farm-out Update
30th Sep 20147:30 amRNSTotal Voting Rights
1st Sep 20145:28 pmRNSBlock Admission Six Monthly Return
26th Aug 20147:00 amRNSEtinde Farm-out to LUKOIL/NewAge - Update
4th Aug 20147:00 amRNSEtinde Exploitation Authorisation Awarded
1st Aug 201410:58 amRNSHolding(s) in Company
21st Jul 201412:47 pmRNSResult of General Meeting
15th Jul 20147:00 amRNSUpdate on Petrofac Strategic Alliance Agreement
30th Jun 20144:10 pmRNSPosting of Circular to Shareholders
27th Jun 201410:46 amRNSDirector/PDMR Shareholding
27th Jun 20147:00 amRNSBomono Permit
24th Jun 20147:00 amRNSEtinde Farm-out agreement signed
3rd Jun 20147:00 amRNSEtinde Exploitation Authorisation Update
2nd May 20143:24 pmRNSHolding(s) in Company
9th Apr 20149:00 amRNSBlock Admission Return
7th Apr 201411:15 amRNSHolding(s) in Company
2nd Apr 201410:37 amRNSHolding(s) in Company
31st Mar 20147:00 amRNSInterim Results Announcement
14th Mar 20143:40 pmRNSHolding(s) in Company
4th Mar 20145:15 pmRNSHolding(s) in Company
6th Feb 20147:00 amRNSEtinde Exploitation Authorisation Update
23rd Jan 20144:31 pmRNSHolding(s) in Company
13th Jan 20144:48 pmRNSDirector Share Awards
9th Jan 20143:40 pmRNSHolding(s) in Company
6th Jan 20147:00 amRNSAppointment of Finance Director
20th Dec 20131:04 pmRNSResult of AGM
16th Dec 20137:00 amRNSAppointment of Finance Director
9th Dec 20134:58 pmRNSHolding(s) in Company
5th Dec 20134:44 pmRNSGrant of Directors' Awards
5th Dec 20137:00 amRNSExploration Update
29th Nov 20137:00 amRNSTotal Voting Rights
27th Nov 20135:24 pmRNSHolding(s) in Company
25th Nov 20134:19 pmRNSHolding(s) in Company

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