Last checked at 15 Nov 2016 09:31
15 November 2016
Bowleven plc ('Bowleven' or 'the Company')
Purported requisitions of AGM resolutions
Bowleven announces that it has received two invalid requisitions of resolutions ("Resolutions") regarding Non-Executive Director positions for the forthcoming Annual General Meeting ("AGM") of the Company scheduled for 14 December 2016, from Crown Ocean Capital P1 Limited ("COC"). Both purported requisitions were defective with the result that (unless a valid requisition is received prior to the deadline for Resolutions) the Resolutions will not be put to the AGM.
The Resolutions which COC sought to requisition, proposed that three existing Non-Executive Directors, John Martin, Tim Sullivan and Philip Tracy, be removed as directors of the Company and that Breht McConville, Titus Gebel and Matt McDonald be appointed as directors of the Company.
The Board believes that both the individual and combined skill-set, experience and contribution of the existing independent Non-Executive Directors (whose biographies have been provided below) is of the highest calibre and relevance to the nature of Bowleven's business. The information provided by COC with the requisitions in respect of the proposed new directors is set out below.
In the event a valid and timely requisition in respect of the Resolutions is received, based on the information that the Board has, it will recommend that shareholders vote against them at the AGM.
COC, who has notified the Company that it is the beneficial owner of 25,352,076 shares, held through a nominee account (representing 7.79% of the voting share capital in the Company) has expressed their confidence in the Chairman and the executive management of the Company and no requisitions have been made with regard to the Executive Directors of the Company.
Billy Allan, Chairman of the Board of Bowleven plc, said:
"Bowleven maintains high standards of corporate governance, ensuring that the directors appointed have the appropriate skills and capabilities to provide constructive challenge to the Executive Directors. Bowleven has a Nomination Committee that is responsible for ensuring a robust process for the identification of independent high calibre Non-Executive directors.
As part of my remit for joining the Company I have overseen a comprehensive review of the composition, skill-set and governance framework provided by the Board. Having conducted this exercise, I firmly believe that the Board of Bowleven has the appropriate governance structure in place and importantly, John Martin, Tim Sullivan and Phil Tracy as Non-Executive Directors of the Company have the extensive experience and have demonstrated the requisite skills necessary to ensure the Board delivers on its strategy for the benefit of our shareholders."
Biographies of the existing Bowleven Non-Executive Directors:
John Martin, Non-Executive Director
John Martin has more than 30 years' experience in international banking in the oil and gas industry and was a Senior Managing Director in the Oil & Gas group at Standard Chartered Bank. Prior to joining Standard Chartered in 2007, John worked for ABN Amro for 26 years, specialising in the oil and gas sector. He is currently a Non-Executive Director of Rockhopper Exploration plc and is also Senior Vice President of the World Petroleum Council. He was appointed to the Bowleven Board in May 2015 and became Chairman of the Audit Committee in December 2015.
Votes in favour of the re-appointment of John Martin at the 2015 AGM: 99.75% of proxy votes cast.
Tim Sullivan, Non-Executive Director
Tim Sullivan has over 40 years' experience in the oil and gas industry, primarily with Conoco, Getty Oil and Enterprise Oil. He was Enterprise Oil's worldwide Exploration Manager from 2000 to 2002. From 2002 to 2006, Tim was Chief Executive Officer of Revus Energy ASA, a company which he co-founded. He then went on to be Deputy Chief Executive Officer of Agora Oil and Gas and currently is the UK General Manager for Origo Exploration AS. He has an MSc in Geophysics from Birmingham University. He was appointed to the Bowleven Board in 2009 and became Chairman of the Remuneration Committee in June 2016.
Votes in favour of the re-election of Tim Sullivan at the 2015 AGM: 99.75% of proxy votes cast.
Philip Tracy, Non-Executive Director
Philip Tracy was appointed as a Non-Executive Director in 2011 and held the role of Interim Operations Director from 2011 until 2013. He was previously Operations and Engineering Director of Cairn Energy plc. He is a Chartered Engineer with over 40 years of experience in the international oil and gas industry, including 20 years at board level in both publicly listed and private companies. He was an Honorary Professor in the Petroleum Engineering Department of Heriot-Watt University for five years and currently holds one other Non-Executive Director position at MS Risk, as well as a number of consultancy and advisory positions. He was elected a Fellow of the Royal Academy of Engineering in September 2014.
Votes in favour of the re-election of Phil Tracy at the 2014 AGM: 98.57% of proxy votes cast. In accordance with the Company's Articles of Association, Phil Tracy was not up for re-election in 2015.
Information provided by COC in respect of the persons named in the defective requisitions of the Resolutions:
Name | DOB | Residential address | Nationality | Profession |
Breht McConville | 20 July 1963 | Monaco | Irish | Engineering Manager |
Titus Gebel | 19 June 1967 | Monaco | German | Not included |
Matthew Eugene McDonald | 17 August 1969 | France | Commonwealth of Dominica | Not included |
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
Simon Maine
Macquarie Capital (Europe) Limited (Nomad)
Alex Reynolds 00 44 203 037 2000
Nicholas Harland
Nick Stamp
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).