3 Aug 2011 07:00
Zoltav Resources Inc
("Zoltav" or the "Company")
3 August 2011
Significant Shareholder and Directorate Changes
Zoltav, the AIM listed company focused on acquiring and developing natural resource assets, initially in the Former Soviet Union ("FSU"), is pleased to announce that ARA Capital Limited ("ARA") has increased its interest in the Company. In addition, Zoltav is pleased to announce key new appointments to the board of directors (the "Board").
Highlights
Ø ARA, a company beneficially owned by Arkadiy Abramovich, has increased its holding in the Company with a revised holding totalling 40 per cent
Ø Zoltav is strengthening the Board with the key appointments of a new Chairman and two Non Executive Directors
o Symon Drake-Brockman, appointed Executive Chairman. Formerly CEO of RBS Global Banking and Markets in the Americas and highly experienced in both capital markets and also has extensive knowledge and experience of the natural resources sector in the FSU
o David Francis, appointed Non-Executive Director, joining the Board after a successful 24 year career in banking and wealth management
o Steven Lowden, appointed Non Executive Director, bringing 25 years experience in the international oil and gas industry, including the FSU
Ø Zoltav continues to actively consider a number of specific opportunities that meet the Company's strict value-accretive acquisition criteria
Ø The Company has a strategic focus on the natural resources sector, primarily in the oil and gas industry, and initially focused on the FSU
Commenting on today's announcement, Symon Drake-Brockman, newly appointed Executive Chairman, said:
"I am delighted to be taking the chair at Zoltav Resources in what is clearly an extremely exciting time for the Company as we look to capture the significant opportunities that exist in the FSU, our initial area of focus. We will be concentrating on oil and gas assets at first and have already reviewed a number of potential assets. We look forward to updating the market on our progress in due course.
"We are extremely fortunate to have the support and leverage of our shareholders, including ARA who has further endorsed the Company by increasing its stake. Looking ahead, we have a clear path to build a high quality business of scale, committed to the highest international operating and governance standards and to create value for all our investors.
"On behalf of the Board and management team, I would also like to thank my predecessor, Robert Owen, for his significant contribution to the Company as well as the other retiring directors Johnny Chan Kok Chung and Peter Moss."
Share Purchases
Further to a series of share purchases by ARA, from Old Church Street Holdings Limited ("Old Church Street") and ECK Partners Holdings Limited ("ECK Partners"), the Company is pleased to announce the following resultant shareholdings in Zoltav:
ARA Capital has now purchased 150,097,737 Ordinary Shares of US$0.01 each in the Company ("Ordinary Shares") increasing its total holding to 40 per cent. of the Company's issued share capital.
Following these purchases, Old Church Street and ECK Partners retain 12,500,000 Ordinary Shares representing3.3 per cent. of the Company's issued share capital and 52,478,000 Ordinary Shares representing 13.99 per cent. of the Company's issued share capital respectively.
All share transactions have a financial settlement date of 8 August 2011, under the terms of the share purchase agreement.
Directors' Interests
Mr. Drake-Brockman has purchased an interest in the Company totalling 2.5 per cent., via Ridge End Capital Limited, a company beneficially owned by him. This equates to 9,381,108 ordinary shares.
Mr. Francis is the major shareholder in the group of companies collectively known as 'Horizon Group' and has acquired a 1 per cent. stake in the Company, via a Horizon entity.
Board Appointments
Symon Drake-Brockman, 49, who becomes Executive Chairman with immediate effect, brings a wealth of experience from a long career in finance, covering both debt and equity markets. He was formerly chief executive officer of RBS Global Banking and Markets in the Americas and chief executive officer of RBS Greenwich Capital, Global head of RBS' Debt Markets division and a board member of RBS Global Banking and Markets. Mr. Drake-Brockman has extensive experience of the natural resources sector, in particular in the FSU; including advising Naftogaz (the Ukrainian state-owned gas company) on their debt restructuring. Mr. Drake-Brockman previously held senior positions with ING Barings and JP Morgan in London, New York, Tokyo and Hong Kong. He is currently a non executive director on the board of Nexus Energy in Australia, and the Managing Partner of Pemberton Capital Advisors LLP, the London-based Private Equity firm.
Robert Owen, Johnny Chan Kok Chung and Peter Moss will step down from the Board at the time of the new appointments. Robert Owen, the former Chairman, has kindly agreed to remain with the Company in a consultancy role for six months, to ensure an orderly handover to Mr. Drake-Brockman.
Steven Lowden, 52, has over 25 years experience in the international oil and gas industry across exploration, development, production and gas liquefaction. Throughout his career in the oil industry Mr. Lowden has worked around the world but has spent considerable time working on projects in the FSU. Mr. Lowden has previously held positions with Premier Oil plc, including chief petroleum engineer, general manager for development and production and an executive director of the board. More recently at Marathon Oil Company, Mr. Lowden was president of Marathon International, head of corporate business development and an officer of the company. Mr. Lowden has also been involved with two private energy businesses focussing on assets in Africa. In addition, he is currently on the board of Nexus Energy.
David Francis, 41, has had a successful 24 year career in the financial services sector. Mr. Francis spent 17 years within the RBS/Natwest Group, leaving in 2004 when he was Senior Vice President of Coutts Offshore. Mr. Francis bought into Horizon Group, an independent provider of wealth management services, and became Group CEO and the major shareholder, overseeing expansion in Jersey and overseas. Mr. Francis has also been instrumental in establishing property ventures in CEE countries and was part of the consortium that acquired Handmade Films in 2010. Mr. Francis was President of the Chartered Institute of Bankers in Jersey from 2001 to 2003. Mr. Francis is also a Director of ARA Capital Ltd.
Timing
Having been classified as an Investing Company, in accordance with AIM Rule 15, Zoltav must have made an acquisition(s) which constitutes a reverse takeover or otherwise have substantially implemented its investing policy within twelve months from the date of disposal of its business (being 4 October 2010). Failure to comply with this standard AIM ruling for Investing Companies could result in Zoltav's Ordinary Shares being suspended from trading on AIM. However, the Company has been reviewing a number of suitably value accretive investment opportunities and, as such, fully expects to be able to make an initial investment within the stipulated timeframe.
Symon Drake-Brockman:
Current Directorships | Past Directorships (5 Years) |
Eclipse Film Partners No35 LLP | Pure Resonance Limited |
Nexus Energy Limited | IP Maestrale Energy Italy 15 LLP |
Smart Sensor Networks Limited |
Steven Lowden:
Current Directorships | Past Directorships (5 Years) |
NewAge (African Global Energy) Ltd |
Nexus Energy Limited
David Francis:
Current Directorships | Past Directorships (5 Years) |
Ark Royal Sp. z o. o.(ex-Horyzont Eko-Energia Sp. z o. o.) Empire Investments Horyzont Group Sp. z o. o. SKA Gemini International Management PTC Limited Grosvenor Capital Limited Handmade Films International Limited Handmade Films Limited HGP Holdings Limited Horizon Czech Holdings Limited Horizon Fund Management Limited Horizon Management Services Limited Horizon Media Holdings Limited Horizon Panamanian Holdings Limited Horizon Polish Opportunities Fund Limited Horizon Property Holdings Limited Horizon Trustees (Suisse) S.A. Horyzont Group Sp. z o. o.(previously known as Horyzont-Developers Sp. z o. o.) Kaskada Group Sp. z o. o. Miasma Advisors Limited Scuba Limited Snowdon Partners Limited Walpole Holdings Limited | 1 Coin de la Mielle Limited Aces Management Group Limited Ad Astra Capital Limited Afya (Oxshott) Limited Afya Limited Allanbrooke Investments Limited Allchurch Investments Limited Alloro Company Limited Amulya Investments Limited Arbralo Holdings Limited Avail Limited Azure Investments Group Limited Baikalago Limited Balmoral 2 SKA Balmoral 3 SKA Balmoral 4 SKA. Balmoral Properties 1 Horyzont Group Sp. z o. o. SKA Balmoral Properties Sp. z o. o. Basscharles Limited Belvedere Investments Sp. z o. o. Benecap Limited Biggles Limited Black Number 13 Limited Bon Abri Investments Limited Buckstar Limited Buker Limited Cartier Investments Inc Castle Investments Sp. z o. o. Collingham Investments Limited Courtney Fynn Bitumen I S.A. Courtney Fynn Bitumen II S.A Courtney Fynn C Inc Courtney Fynn D Inc Courtney Fynn E Inc Courtney Fynn F Inc Courtney Fynn Holdings Inc Covcam Investments Limited Crackle Limited Crown Properties Sp. z o. o. Darkrose Limited Ditabliploc Limited Dotty Investments Limited Eagle Ray Limited Ecotech Investments Limited ED Karmelicka Sp. z o.o. ED Polska Sp. z o.o.(ex Warwick Investments) Errigal Investments Limited Esoteric Entertainment Investments Limited Esoteric Investments Limited Ever Ready Global Development Ltd Filicudi Limited Flaming Films Inc - Frehel Investments Limited FSB Company Limited Galahad Investments Limited Galebook Holding Corp Garuda International Inc Gecko Holdings Limited Geest Global Properties Limited Geosentric Oyj Granon Investments Limited Green Knight Investments Limited Habagou Properties Limited Hand Made Holdings Limited HE Management Services Limited HGFS Holdings Limited Hodd Holdings Limited Holmead Properties Limited Horizon Alternative Investments Limited Horizon Corporate Directors Limited Horizon Innovation Limited Horizon Investments (Jersey) Limited Horizon Montenegrin Holdings Limited Horizon Nominees Limited Horizon Trustees (Jersey) Limited Imperial Investments Sp. z o. o. J F Hamilton Holdings Limited J F Hamilton Resources Limited JDT Investments Limited Jersey Stage & Screen Limited JPO Limited Juant Investments Limited Kewe (Alexandra) Limited Kewe (Briars) Limited Kewe (Broadwater Down) Limited Kewe (Heathfield) Limited Kewe (Holmwood) Limited Kewe (Mill Place) Limited Kewe (Oakdown) Limited Kewe (Stonewall Park) Limited Kewe Holdings Limited Keynes Investments Limited King Investments Sp. z o. o. Korab Sp. z o. o. Kotelema Holdings Limited LAIP Investments Limited Lancelot Investments Limited Longpre Investments Limited Longpre Investments Limited Lowndes Estates Limited Luben Limited MadeRights Limited Manselton Adventures Limited Manta Ray Limited Maverick Group Holdings Limited Melaleuca Investments Limited MI Property Holdings Limited Mija Investments Limited Minehead Holdings Limited Mountbatten Investments Limited Nautical Enterprises Limited New Vista EG Limited Ning-Po Limited Nobolles Investments Limited Octagon Consulting Group Limited Octagon Situations Limited Octagon Solutions Limited Online Games Company Limited Panda Software Holdings Limited Peachy Investments Limited Platinum Worldwide Holdings Limited Pleaseonline (Services) Limited Primary Enterprise International Limited Pro Performance International Limited Pug Dog Industries Limited Red Number Eight Limited Red Ventures Limited Regal Investments Sp. z o. o. Salwa Investments Company Limited Sazerac Limited Senergy Chemical Limited Shellcove Limited in Liquidation Silverspear Corp Snowdon Advisory Services Limited Solent Investment Services Limited Southampton Holdings International Inc. Speed Promotions Limited Strawberry Group Inc Swinge Limited Templar Investments International Limited Terra-Biocatalytic Technologies Limited TLR Investments Limited Tottenham Investments Ltd Tradewind Investment Services Limited Twelve Penfilia Limited UtilEco Middle East Limited Vanguard Limited Villiers Securities Limited White Finlay Limited |
There are no further details to be disclosed pursuant to paragraph (g) Schedule 2 of the AIM rules relating to these appointments.
Further information relating to Zoltav can be found at the Company's website, www.zoltav-resources.com
Contacts:
Zoltav Resources Inc.
Symon Drake-Brockman, Executive Chairman
Kati Watson, Company Secretary
Tel. +44 (0)20 7399 4384
Strand Hanson Limited
Simon Raggett / James Harris
Tel. +44 (0)20 7409 3494
Renaissance Capital Limited
Ed Johnson Tel. +44 (0)20 7367 8257
Pelham Bell Pottinger
James Henderson / Mark Antelme / Lorna Spears
Tel. +44 (0)20 7861 3232