Last checked at 27 Jul 2021 12:55
Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and Gas
27 July 2021
Prospex Energy PLC ('Prospex' or the 'Company')
Result of AGM and Board Changes
Following today's Annual General Meeting ("AGM"), convened by the Notice of AGM dated 29 June 2021, Prospex Energy Plc announces that resolutions 1 to 3 set out in the Notice of AGM were approved by shareholders. Resolutions 4, 6 and 7 were not approved by shareholders. Resolution 5 was withdrawn prior to the AGM as announced on 26 July 2021.
The results of the poll for each resolution were as follows:
Resolution | For | % For | Against | % Against | Withheld |
1. To receive and adopt the Company's annual accounts for the year ended 31 December 2020, together with the directors' report and the auditors' report on those accounts. | 67,166,456 | 100 | Nil | 0 | 858,000 |
2. To re-appoint Adler Shine LLP as auditors to the Company. | 67,179,801 | 98.77 | 836,651 | 1.23 | 8,004 |
3. To authorise the directors to set the auditors' remuneration. | 67,751,805 | 96.75 | 2,272,651 | 3.25 | Nil |
4. To re-appoint James Smith as a director of the Company. | 28,330,633 | 42.67 | 39,651,823 | 58.33 | 42,000 |
5. Resolution withdrawn | n/a | n/a | n/a | n/a | n/a |
6. To authorise the directors to allot relevant securities pursuant to Section 551 of the Companies Act 2006. | 18,391,682 | 27.04 | 49,632,774 | 72.96 | nil |
7. To disapply pre-emption rights | 18,099,682 | 27.41 | 47,933,814 | 72.59 | 1,990,960 |
As at the date of the AGM, the number of issued ordinary shares of the Company was the Company's issued share capital consisted of 148,299,898 ordinary shares carrying one vote each.
7,361 shares are held in Treasury. Therefore, the total voting rights in the Company are 148,292,537, which was the total number of shares entitling the holders to attend and vote for or against all resolutions. In accordance with the Company's Articles of Association, on a poll every member has one vote for every share held. Votes withheld are not votes in law and have not been counted in the calculation of the proportion of vote "for" or "against" a resolution. Proxy appointments which gave discretion to the Chairman have been included in the "for" total.
As a result of the vote on resolution 4, Mr James Smith no longer serves as a director of the Company. The Board now comprises Mr Mark Routh as CEO and a director, Mr Bill Smith as Non-Executive Chairman and Mr Richard Mays as a Non-Executive Director.
The Board acknowledges the significant vote against resolutions 4, 6 and 7. The Board is committed to continuing an open and transparent dialogue with the Company's shareholders and, following the AGM, will continue to engage with those shareholders, and others, who voted against these resolutions to further understand their views and/or any specific concerns. We will publish an update on this engagement, in accordance with the QCA Corporate Governance Code, within six months of the 2021 AGM.
Confirmation of Appointment of Mark Routh as a Director of the Company
Following the AGM the Directors of the Company have met to appoint Mark to the board of the Company. This followed satisfactory completion of the Company's nominated adviser's due diligence processes.
Further information on Mr Mark Routh's appointment
The following details in relation to the appointment of Mr Routh are disclosed in accordance with AIM Rule 17 and Schedule 2(g) of the AIM Rules:
Mr Mark Christopher Routh (aged 63) has held the following directorships and/or partnerships in the past five years.
Current Directorships and Partnerships | Past Directorships and Partnerships (last five years) |
Warrego Energy Limited | IOG Plc |
Tesorillo Energy Limited | IOG North Sea Ltd |
| IOG UK Ltd |
| IOG Infrastructure Limited |
| Warrego Energy UK Limited |
| Avalonia Goddard Limited |
| Avalonia Energy Limited |
| Avalonia Abbeydale Limited |
There is no further information to be disclosed in relation to Mr Routh's appointment pursuant to AIM Rule 17 or Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies.
This announcement contains inside information.
For further information visit www.prospexenergy.com or contact the following:
Mark Routh | Prospex Energy Plc | Tel: +44 (0) 20 3948 1619 |
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Rory MurphyRitchie Balmer
| Strand Hanson Limited
| Tel: +44 (0) 20 7409 3494 |
Colin Rowbury Jon Belliss | Novum Securities Limited | Tel: +44 (0) 20 7399 9427 |
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Duncan Vasey | Peterhouse Corporate Finance
| Tel: +44 (0) 20 7469 0932 |
Frank Buhagiar Cosima Akerman
| St Brides Partners Ltd
| Tel: +44 (0) 20 7236 1177 |