Management Resource Solutions Regulatory News (MRS)

30 Apr 2009 11:51



FOR IMMEDIATE RELEASE

30April 2009

Melrose Resources plc 

Notice of Annual General Meeting

FSA Disclosure and Transparency Rules

Melrose Resources plc (LSE: MRS) ("Melrose" or "the Company") announces that the Annual General Meeting of the Company will be held at 2.00pm on Thursday 11 June 2009 at Tods Murray LLP, Edinburgh Quay, 133 Fountainbridge, Edinburgh EH3 9AG.

The following documents will shortly be mailed to registered shareholders of Melrose:

Annual Report and Accounts 2008;

Notice of Annual General Meeting;

Form of Proxy; 

Letter regarding electronic communication communications with shareholders.

Copies of each of these documents will be available for inspection at the UK Listing Authority's Document Viewing Facility which is located at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS.

The Annual Report and Accounts will also shortly be available for viewing on the Company's website at www.melroseresources.com or a copy can be obtained by writing to the Company Secretary, Melrose Resources plc, 5th floor, Exchange Tower, 19 Canning Street, Edinburgh EH3 8EG.

The Appendices to this announcement contain additional information required pursuant to Disclosure and Transparency Rules 4.1 and 6.3.5. This information is extracted form the Annual Report and Accounts and page references are to pages of the Annual Report and Accounts. The Company's Annual Results for the year ended 31 December 2008 were announced to the London Stock Exchange on 25 March 2009.

For further information please contact:

Appendix 1

Directors' responsibility statement

On page 35 of the Annual Report and Accounts contains a responsibility statement which includes the following extract:

To the best of the knowledge of the Directors:

the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

the Operational review, Financial review and Business review together include a fair review of the development of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

Appendix 2

Risk factors and internal control

Page 34 of the Annual Report and Accounts contains a description of the principal business risks facing the Company and the internal controls that are in place to manage these risks which includes the following extract:

An element of risk is central to the activities of oil and gas exploration and development and it is the Board's objective to be aware of the risks, to evaluate them and to mitigate them where possible, to insure against them where appropriate and to manage any residual risk. 

The Board has categorised risk into five principal categories: political, operational and exploration, financial, strategic and corporate. Within these categories there are a number of sub-categories, including for example health and safety and environmental risks. The Directors believe that the frequency of Board and Executive Committee meetings and the level of detail presented at these meetings provide the appropriate process to identify, evaluate and manage these risks on an ongoing basis. In addition, a report is prepared twice each year by the Group Company Secretary for the Board following consultation with senior management throughout the Group. The process is regularly reviewed by the Board and accords with the Internal Control Guidance for Directors in the Combined Code.

The Board confirms that the Group has complied with the Combined Code provisions on internal control, having established the procedures necessary to implement the guidance originally issued in 1999 as the Turnbull Committee report, and updated in 2008, and by reporting in accordance with that guidance.

The Board has reviewed the operation and effectiveness of the Group's system of internal financial control for the period up to the date of approval of the financial statements in order to ensure that they are effective in managing risks. The system of internal financial control is designed to give confidence that proper accounting records are maintained and that the financial information which is prepared for management and which is provided to shareholders is accurate and reliable. The internal financial controls provide reasonable, but not absolute, assurance against material mis-statement or loss.

The key elements of the system of internal controls are as follows:

Risk identification

The Board has established a process of identifying, evaluating and managing the key commercial, financial and general risks facing eth Group's business. This risk identification and review process has been in place for the year under review and up to the date of approval of the Annual Report and Accounts. The key business risks identified are taken into account by the Board when assessing the Group's internal controls.

Control and procedures

The Group has in place detailed operating and financial controls and procedures. The key points of the internal financial controls are the imposition of authority limits, division of responsibility, regular reporting of transactions and balances and review procedures. The Board has considered the need for an internal audit function but has decided that the size of the Group does not justify it at present. The decision is kept under review.

Monitoring of financial performance, operations and capital investment

Financial performance is measured against a detailed annual budget which is prepared for the Group, the Company and for each operating subsidiary. The annual budget, which is based on production forecasts which are prepared internally, is reviewed by the Executive Directors and approved by the Board. Monthly financial reports, including production, profit and loss information, analysis of expenditures, a cash flow statement and balance sheet details are prepared for and discussed by the Executive Directors and the Board. Capital expenditures are controlled within the budget by a procedure for the authorisation of expenditures.

Appendix 3

Related party transactions

Page 75 of the Annual Report and Accounts contains the following disclosure:

Under the terms of a Net Profit Agreement relating to the Galata gas field, and originally entered into in 1998, an amount of $1.0 million (2007: $0.8 million) is payable in respect of 2008 to Orbis Holding Ltd, a company in which David Archer has a 50% beneficial interest.