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Result of General Meeting

15 Mar 2017 07:00

RNS Number : 4834Z
BowLeven Plc
15 March 2017
 

 

 

 

 

 

 

 

15 March 2017

 

Bowleven plc (Bowleven or the Company)

 

 

RESULT OF General Meeting

 

Bowleven, the Africa focused oil and gas exploration group traded on AIM, announces the result of the general meeting (the General Meeting) held at 11.00 a.m. (UK time) on 14 March 2017. The General Meeting was requisitioned by Crown Ocean Capital P1 Limited (COC), a Monaco-based offshore private investment vehicle, to propose extensive changes to the Board. The notice of the General Meeting, including the full text of each resolution, was set out in the circular to Shareholders dated 14 February 2017 (the Circular).

 

The resolutions put to the General Meeting, and the result of the voting on each resolution, are summarised in Table 1 of the Appendix to this announcement. Each Shareholder present in person or by proxy was entitled to one vote per share held.

 

Resolutions 1, 2 and 4 to 9 were passed. Resolution 3 (relating to the removal of Billy Allan as a Director) was not passed.

 

Excluding the votes cast in respect of the shares held by COC and its nominees (COC Shares), all resolutions proposed at the General Meeting would have been defeated by a significant margin. Voting excluding the COC Shares is set out in Table 2 in the Appendix.

 

All major institutional shareholders remaining on the register of members of the Company after posting of the Circular voted against all of the resolutions. The only exception to this was a single institutional shareholder that voted in favour of resolution 8, consistent with the PIRC proxy guidance for the General Meeting.

 

As a consequence of the business conducted at the General Meeting, Kevin Hart, Kerry Crawford, John Martin, Tim Sullivan and Philip Tracy ceased office as Directors with immediate effect. David Clarkson and Billy Allan will continue as Directors, with the former continuing to be employed as Chief Operating Officer of the Company and the latter remaining as Chairman.

 

The appointment of Christopher Ashworth and Eli Chahin as Directors has also occurred with immediate effect.

 

 

ENQUIRIES

For further information, please contact:

 

Bowleven plc

Billy Allan, Chairman 00 44 131 524 5678

David Clarkson, Chief Operating Officer

 

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

 

 

OTHER INFORMATION

In relation to the appointment of Mr Chahin, the Company confirms that there is no further information to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules for Companies, save as disclosed below:

 

Full Name:

Eli Chahin

 

 

Age:

51

 

 

Current Directorships / Partnerships:

Al Jaber Group LLC

 

 

Shareholding in the Company:

1,141,579 ordinary shares

 

 

 

In relation to the appointment of Mr Ashworth, the Company confirms that there is no further information to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules for Companies, save as disclosed below:

 

Full Name:

Christopher John Ashworth

 

 

Age:

63

 

 

Current Directorships / Partnerships:

The Grow Organisation UK Limited

Mow & Grow Limited

19 SHR Services Limited

 

 

Previous Directorships / Partnerships in the last 5 years:

CJ Ashworth Consultancy Limited

 

 

 

 

NOTE TO THE ANNOUNCEMENT

This announcement contains inside information.

 

 

GLOSSARY AND DEFINITIONS

 

AIM the market of that name operated by the London Stock Exchange

 

Board or Directors the directors of the Company

 

PIRC Pensions & Investment Research Consultants Ltd

 

Shareholder a holder of ordinary shares of 10 pence nominal value in the capital of the

Company

 

UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland

 

APPENDIX

 

Table 1 - Results of vote at General Meeting

 

RESOLUTION

FOR

%

AGAINST

%

Resolution 1 (ordinary)

Appointment of Christopher Ashworth

103,281,787

54.83%

85,076,774

45.17%

Resolution 2 (ordinary)

Appointment of Eli Chahin

98,559,839

52.33%

89,780,222

47.67%

Resolution 3 (ordinary)

Removal of Billy Allan

92,946,942

49.35%

95,410,156

50.65%

Resolution 4 (ordinary)

Removal of Kerry Crawford

100,209,791

53.19%

88,202,579

46.81%

Resolution 5 (ordinary)

Removal of Kevin Hart

100,370,739

53.32%

87,873,254

46.68%

Resolution 6 (ordinary)

Removal of John Martin

98,287,563

51.53%

92,468,951

48.47%

Resolution 7 (ordinary)

Removal of Tim Sullivan

95,545,997

50.73%

92,812,101

49.27%

Resolution 8 (ordinary)

Removal of Phil Tracy

99,275,198

52.71%

89,082,900

47.29%

Resolution 9 (ordinary)

Removal of any other director

96,198,539

51.09%

92,079,428

48.91%

 

 

Table 2 - Illustrative results excluding COC Shares

RESOLUTION

FOR

%

AGAINST

%

Resolution 1 (ordinary)

Appointment of Christopher Ashworth

32,721,787

27.78%

85,076,774

72.22%

Resolution 2 (ordinary)

Appointment of Eli Chahin

27,999,839

23.77%

89,780,222

76.23%

Resolution 3 (ordinary)

Removal of Billy Allan

22,386,942

19.00%

95,410,156

81.00%

Resolution 4 (ordinary)

Removal of Kerry Crawford

29,649,791

25.16%

88,202,579

74.84%

Resolution 5 (ordinary)

Removal of Kevin Hart

29,810,739

25.33%

87,873,254

74.67%

Resolution 6 (ordinary)

Removal of John Martin

27,727,563

23.07%

92,468,951

76.93%

Resolution 7 (ordinary)

Removal of Tim Sullivan

24,985,997

21.21%

92,812,101

78.79%

Resolution 8 (ordinary)

Removal of Phil Tracy

28,715,198

24.38%

89,082,900

75.62%

Resolution 9 (ordinary)

Removal of any other director

25,638,539

21.78%

92,079,428

78.22%

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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