Last checked at 15 Mar 2017 07:00
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 |
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Age: | 51 |
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Current Directorships / Partnerships: | Al Jaber Group LLC |
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Shareholding in the Company: | 1,141,579 ordinary shares |
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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 |
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Age: | 63 |
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Current Directorships / Partnerships: | The Grow Organisation UK Limited Mow & Grow Limited 19 SHR Services Limited |
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Previous Directorships / Partnerships in the last 5 years: | CJ Ashworth Consultancy Limited |
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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% |