Last checked at 28 Apr 2010 16:12
At the request of one of its shareholders, Cadogan Petroleum plc, included a letter from them in its Notice of Meeting for the AGM to be held on 2 June 2010. Weiss Asset Management LP have requested that the Company issue the letter via a RNS as well.
Letter from Weiss Asset Management LP
27 April 2010
Dear Fellow Shareholders,
As Cadogan's largest shareholder (funds managed by Weiss Asset Management own approximately 25% of its issued and outstanding shares), we write to solicit your support for changes to Cadogan's Board of Directors. At the upcoming AGM we will seek to appoint John Chapman, Eitan Milgram, and Stephen Coe as Non-Executive Directors. Our objective in putting forward these three candidates is to put in place a board that will squarely focus on evaluating and implementing strategies for asset recovery, monetizing assets as appropriate, reducing costs, and returning capital to shareholders. Our sole objective is to maximize Cadogan's value, which will benefit all shareholders.
As all shareholders are well aware, Cadogan's performance has been less than stellar. Since the IPO in June of 2008 at the offer price of 230 pence per share, Cadogan's share price has declined over 93% to 15.5 pence per share (as of 19 April 2010).
As a consequence of the events of the past two years, Cadogan is no longer a company whose primary value comes from oil and gas exploration and production. Instead, the principal potential means of creating value for shareholders is now wholly dependent on: (i) the successful resolution of the Company's ongoing litigation against former management and suppliers;(ii) the collection of the $37.5 - $38.5 million receivable from Global Process Systems LLC, and; (iii) the realization of value from the Company's assets in Ukraine.
Of paramount importance now is the need to substantially reduce costs. Administrative expenses, as disclosed in the Company's most recently published public results, totaled £17.132 million for the six-month period ending 30 June 2009. This is excessive given the Company's market capitalization as at 19 April 2009 of £35.82 million. We believe that reduction of costs going forward will be crucial for maximizing value for the Company's shareholders.
We believe that new directors should be chosen based on their demonstrated expertise in resolving these critical issues now facing the Company. Weiss Asset Management therefore supports the appointments of John Chapman, Eitan Milgram, and Stephen Coe as Non-Executive Directors. We strongly believe that their demonstrated skills and experience will place the Board in a better position to maximize value for all shareholders.
We propose that John Chapman will serve as Non-Executive Chairman of the Company. Mr. Chapman is an attorney and Chartered Financial Analyst. Earlier in his career he worked as a criminal prosecutor in the United States and handled large commercial cases. He has also worked as an advisor to various US and foreign governmental bodies on law enforcement issues. This experience will be invaluable in evaluating and directing Cadogan's ongoing litigation strategy. He also has substantial experience realizing value from troubled emerging market assets including assets in Ukraine, Kazakhstan, Azerbaijan, and Turkey. He has been a director of a number of quoted companies, including companies with assets in less developed markets, such as Bulgaria, Turkey, South Africa, as well as more developed markets such as the the UK, France, and Germany. Further, John has substantial Ukrainian experience. He lived and worked in Ukraine first in 1995 as a Price Waterhouse Senior Manager resident in Kyiv and an advisor to various Ukrainian Ministries. Between 2002 and 2006 he was the Managing Director of the Ukraine Fund. As the Managing Director of that fund, he was instrumental in monetizing all of its assets and returning the capital to shareholders. From 2004 until it was sold in 2006, he served as the Executive Chairman of Momentum Energy, a Canadian E&P company with all of its assets in Ukraine. He was instrumental in selling Momentum Energy and returning the proceeds to shareholders. Notably, the acquirer of Momentum Energy in that transaction was Cadogan Petroleum. Mr. Chapman is not affiliated with or employed by Weiss Asset Management LP.
Eitan Milgram, an Executive Vice President at Weiss Asset Management, has advised numerous corporations on reorganizations and restructurings and has served on the Board of Directors of ten publicly traded companies including Indochina Capital Vietnam Holdings, the Ottoman Fund, and Clean Energy Brazil. He has helped to lead these companies through reorganization proposals, meaningful operational cost savings, and asset realization strategies.
Stephen Coe is a Chartered Accountant specializing in finance and advisory services. He has significant experience with emerging markets assets and also served as a director of the Ukraine Fund, which was successfully liquidated in 2006. He has also served as a Director of numerous listed and unlisted investment funds and companies including serving as a director of Raven Russia Limited, ACP Capital Limited, ACP Mezzanine Limited, Matrix European Real Estate Investment Trust Limited, and Trikona Trinity Capital, among others. Mr. Coe is not affiliated with or employed by Weiss Asset Management LP.
You can read more about these three individuals in their attached biographies.
We would like to take this opportunity to thank the current Board for their service to the Company and make it clear that we believe a change is needed because of the Company's changed circumstances. We also want to note that we believe both Ian Baron and Nicholas Corby should remain at Cadogan in their current management roles, although we do not believe that they should remain on the Board of Directors. We expect that the new Directors would work hard with both Ian and Nicholas to create value for shareholders from Cadogan's assets in the Ukraine through an aggressive farm-out program with the objective of realizing value where possible. As noted earlier, critical to maximizing value in the Ukraine will be the substantial reduction in ongoing operating costs. We expect that the new Directors will work hard to reduce costs at all levels of the corporate structure.
We hope that you will agree that the appointments of John Chapman, Eitan Milgram, and Stephen Coe to the Board as Non-Executive Directors is in the best interest of maximizing value for all shareholders, and recommend voting in favor of Resolutions 3, 4, 5, and 6.
Sincerely,
Weiss Asset Management LP