Requisition of General Meeting resolutions

RNS Number : 9799U

BowLeven Plc

24 January 2017

 

24 January 2017

Bowleven plc ('Bowleven' or 'the Company')

Requisition of General Meeting resolutions

The Board of Bowleven acknowledges receipt of a request for a General Meeting and the submission of proposed ordinary resolutions ("Resolutions") from Crown Ocean Capital P1 Limited ("COC"), a Monaco-based offshore private investment vehicle holding a 10.62% minority interest in the Company. Details of the Resolutions are contained below.

The Board believes that the Resolutions, combined with the misleading and flawed information contained in COC's press release issued this morning, are wholly self-serving and represent a blatant attempt by COC to try to attain control of the business.

The Board firmly believes that the Resolutions are not in the best interests of Bowleven's shareholders as a whole.  The proposal to constitute a Board of three individuals, two of whom have little or no relevant oil and gas experience is clearly incompatible with good corporate governance.  The existing Board and Company is well-positioned to deliver on its strategy as set out in its recent results and deliver greater value than a break-up and asset strip of the Company would achieve.

As previously announced, these Resolutions follow a number of meetings with COC, where they expressed support of the Company's strategy and management. In addition, the Company previously received two invalid requisitions regarding the removal of Bowleven's existing Non-Executive Directors, excluding the Chairman. At the recent Annual General Meeting ("AGM") in December, COC voted against all the resolutions, including the re-election of Kevin Hart and David Clarkson. As advised at the time, excluding the votes of COC, all resolutions tabled at the AGM would have been passed, with a vast majority of votes cast in favour of each resolution. All major institutional shareholders who voted, voted in favour of all the resolutions.

A detailed response will be provided prior to the General Meeting.

ENQUIRIES

For further information please contact:

Bowleven plc

Kevin Hart, Chief Executive                                          00 44 131 524 5678

Kerry Crawford, Finance Director       

Brunswick Group LLP

Patrick Handley                                                              00 44 207 404 5959

Simon Maine                                                   

Cenkos Securities plc (NOMAD)                                            

Derrick Lee                                                                     00 44 131 220 6939

Neil McDonald

Proposed General Meeting Ordinary Resolutions:

1.          THAT Christopher John Ashworth be and is hereby appointed as a director of the Company (with such appointment taking immediate and simultaneous effect).

2.          THAT Eli Chahin be and is hereby appointed as a director of the Company (with such appointment taking immediate and simultaneous effect).

3.          THAT William MacDonald Allan be and is hereby removed as a director of the Company.

4.          THAT Kerry Crawford be and is hereby removed as a director of the Company.

5.          THAT Kevin Hart be and is hereby removed as a director of the Company.

6.          THAT John Martin be and is hereby removed as a director of the Company.

7.          THAT Tim Sullivan be and is hereby removed as a director of the Company.

8.          THAT Philip Tracy be and is hereby removed as a director of the Company.

9.          THAT any person appointed as a director of the Company since the date of the requisition of the general meeting of the Company at which this resolution is proposed, and who is not one of the persons referred to in the resolutions numbered 1 to 8 (inclusive) above, be and is hereby removed as a director of the Company.

Proposed Board Composition:

COC  propose that Chris John Ashworth and Eli Chahin would join David Clarkson (whose re-election Crown previously voted against at the AGM in December 2016) on the Board of Directors.

Information provided by COC in respect of the persons named in the defective requisitions of AGM resolutions:

Name	DOB	Residential address	Nationality	Profession
Breht McConville	20 July 1963	Monaco	Irish	Engineering Manager
Titus Gebel	19 June 1967	Monaco	German	Not included
Matthew Eugene McDonald	17 August 1969	France	Commonwealth of Dominica	Not included

Notes to Editors:

Bowleven is an African focused oil and gas exploration group, based in Edinburgh and traded on AIM. Bowleven's vision is to build an African focused exploration and production company focused on creating and realising material value through exploration-led organic growth and niche acquisitions. Bowleven holds equity interests in three blocks in Cameroon, with one block located offshore in shallow water (operated by NewAge) and two onshore (operated by Bowleven).

 

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