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D1 Oils Plc (NEOS)

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Thursday 27 May, 2010

D1 Oils Plc

Notice of General Meetings

RNS Number : 6172M
D1 Oils Plc
27 May 2010
 

FOR IMMEDIATE RELEASE

27 May 2010

 

 

D1 Oils plc

("D1 Oils" or the "Company")

Notice of General Meetings

Background to Requisitioned General Meeting

 

Further to the Company's announcement of 12 May 2010, the Board of D1 Oils plc will today be posting notice of a general meeting of the Company (the "Requisitioned General Meeting") to be held at the offices of Pinsent Masons LLP, CityPoint, One Ropemaker Street, London EC2Y 9AH on 14 June 2010 at 11.30 a.m.

 

This follows receipt of a requisition notice dated 11 May 2010 (the "Requisition") from Evo Nominees Limited (the "Requisitioner") which is understood to hold ordinary shares in the Company as nominee on behalf of Principle Capital Investments Limited ("PCIL"). The requisition notice sets out ordinary resolutions for the removal as directors of the Company of Barclay Forrest (Chairman), Ben Good (CEO and Finance Director), Martin Jarvis (Operations Director), Henk Joos (Science and Technology Director) and any other directors appointed to the Board since 11 May 2010, and for the appointment as directors of Jonathan Saul Sieff and Andrew James Peggie (the "Requisitioned Resolutions"). PCIL and the related company, Principle Capital LP, together account for 27.5 per cent. of the Company's shares.

 

 

Summary of the Directors' position and advice to D1 Shareholders

 

·     On 6 May the Company announced that offer discussions were progressing with a number of parties, and on 25 May, one such party, Mission NewEnergy Limited, announced that it was in discussions that had started prior to the Company's 6 May announcement

·     The directors believe they are acting in the best interests of ALL Shareholders in pursuing discussions with other parties who may make offers for the Company

·     The directors made clear to the market on 6 May that they expected to bring these discussions to a conclusion within two months

·     The timing of this requisition is therefore highly inappropriate and even the serving of this requisition is damaging to the interests of Shareholders

·     There is a lack of clarity as to the reasons for the requisition or the intentions of the Requisitioner

and of the Requisitioner's proposed directors

·     All current directors recommend that Shareholders vote AGAINST the Requisitioned Resolution

·     Nicholas Ward, the independent non-executive director appointed on 7 April 2010, intends to resign from the Board if all the Requistioned Resolutions are carried against his recommendation

 

 

Board recommendation

 

The Board unanimously recommends that Shareholders vote AGAINST all of the Requisitioned

Resolutions.  We consider the Requisitioned Resolutions to be directly against the interests of the

Company and its Shareholders as a whole.

 

The Board also unanimously recommends that Shareholders vote FOR both the Re-appointment

Resolutions as described further below.

 

 

Background to the Board's recommendation

 

The Board's reaction to the Requisition is outlined below:

 

On Thursday 6 May, the Board made an offer period and strategic financing update announcement which contained, inter alia, the following:

 

"...the Board of D1 Oils can confirm that offer discussions have progressed to the extent that two parties (having already provided indicative offer letters to the Company) have indicated that they may, subject to due diligence, make offers for the Company in each case at a substantial premium to the current share price (in one case wholly in cash and in the other in new listed shares of that potential offeror).

 

In addition, earlier stage discussions related to the provision of material levels of equity finance are taking place with a number of parties, which may also include an offer for the Company.

 

The Board is seeking to bring these discussions to a conclusion within two months. If a firm offer or material new financing is not announceable by this time, the Board intends to conclude its strategic review announced on 25 November in light of these circumstances and its assessment of the Company's commercial progress and prospects as well as its financial position."

 

Since then, talks have continued with each of the parties referred to in that announcement. Indeed, Mission NewEnergy Limited announced, on 25 May, inter alia the following:

 

"Mission NewEnergy Limited (ASX: MBT) ("Mission") today announces that it is in detailed discussions with the board of D1 Oils plc (AIM: DOO) ("D1 Oils") with respect to a possible all share offer by Mission for the entire issued and to be issued share capital of D1 Oils. The start of these discussions predates the announcement made on 6 May 2010 by D1 Oils that it was progressing offer talks with two parties. Mission is dedicated to working toward a recommended transaction and to entering a constructive dialogue with D1 Oils' shareholders and is announcing this proposal as a means to encourage and further the process. This announcement is being made with the knowledge and consent of D1 Oils."

 

In light of this, and having consulted its Nomad and financial adviser, Piper Jaffray, we believe that now is a highly inappropriate time to change the composition of the Board. Further, we believe that the step of serving the requisition itself, through the uncertainty and distraction that may cause, and on account of the unnecessary cost involved, is an act which damages the interests of Shareholders.  For this reason, we are proposing to hold the Requisitioned General Meeting as soon as reasonably practicable in order that, if the Requisitioned Resolutions are rejected, we may return to the job of delivering value to Shareholders as soon as possible.

 

We also note that Jonathan Saul Sieff and Andrew James Peggie, the two new directors proposed by the Requisitioner are, inter alia, directors of Principle Capital Holdings S.A ("PCH") and/or other subsidiaries and affiliates of PCH. PCH is also an affiliate of PCIL and of Principle Capital Fund Managers Limited ("PCFML"), which acts for PCIL. Brian Myerson, Executive Chairman of PCH, was a director of the Company from 17 July 2008 to 12 March 2010 (including Chairman from 22 December 2008 to 12 March 2010).  In October last year, PCFML made a proposal for the reverse takeover of the Company by another affiliate of PCH, which was rejected in December 2009 by other major Shareholders representing 41.0 per cent. of the Company's issued share capital, on investment, strategic and financial grounds.

 

Neither the Requisitioner, PCH, nor any of their respective affiliates or associates, nor the proposed new directors, have properly communicated how their appointment would result in a new strategy for the Company, with a clear plan for delivery, that would result in superior value compared to the actions currently being undertaken by the existing Board.

 

Finally, even though the Requisitioned Resolutions propose the removal of all but one of our number, our recommendations are unanimous. The current director who is not referred to in the Requisitioned Resolutions, Nicholas Ward, the independent non-executive director appointed on 7 April 2010, states in the notice his belief that, having consulted with Piper Jaffray, that it is in the best interests of Shareholders that the existing Board of the Company should remain unchanged to pursue the discussions announced on 6 May.  Heintends to resign from the Board if all the Requisitioned Resolutions are carried against his recommendation.

 

Re-appointment of certain directors

 

To avoid any ongoing uncertainty, we propose that Martin Jarvis (unless previously removed as a director) and Nicholas Ward (who were each appointed as directors by the Board during the period since the last annual general meeting of the Company (23 July 2009)) voluntarily retire as directors of the Company immediately after the vote by Shareholders on the Requisitioned Resolutions has taken place, and that their re-appointment then be voted on at the Requisitioned General Meeting (the "Re-appointment Resolutions").

 

The Re-appointment Resolutions would, in the usual course of events, be dealt with as ordinary business at the next annual general meeting of the Company. However, in light of the Requisition the Board proposes that all matters regarding the composition of the Board be dealt with at the Requisitioned General Meeting.

 

Net assets position and related notice of General Meeting

 

The Company intends to publish its accounts for financial year 2009 after the Requisitioned General Meeting and within the timetable prescribed by Rule 19 of the AIM Rules.

 

In the Company's balance sheet for 31 December 2008, the Company's net assets were shown as less than half of its called-up share capital. This remains the case and has been for some time. However, in accordance with previous announcements made in relation to cost reductions, the trading position of the Company and the offer period, the Board believes it has taken and is taking action that is appropriate to address this matter. Nevertheless, under the Companies Act 2006, the directors must call a general meeting of the Company to consider whether any, and if so what, steps should be taken to deal with the situation.

 

Accordingly, the Board will today also be posting notice of a separate general meeting to be held at the offices of Pinsent Masons LLP, Citypoint, One Ropemaker Street, London EC2Y 9AH on 29 June 2010 at 11.30 a.m.. The Board does not propose to recommend that, at such further general meeting, any additional action be taken or resolutions proposed.

 

 

For further information please contact: 

D1 Oils plc
+ 44 (0) 20 7367 5609     
Ben Good, Chief Executive Officer
 
 
 
 
 
Piper Jaffray Ltd.
+ 44 (0) 20 3142 8700      
Charlie Lilford
 
Rupert Winckler (Qualified Executive)
 
 
 
Brunswick Group
+ 44 (0) 20 7404 5959            
Kevin Byram
 
Tom Williams
 
 

Piper Jaffray Ltd., which is authorised and regulated by the Financial Services Authority, is acting exclusively for D1 Oils and for no-one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than D1 Oils for providing the protections afforded to customers of Piper Jaffray Ltd. nor for giving advice in relation to the matters referred to in this announcement.

Responsibility

The Directors of D1 Oils accept responsibility for all of the information contained in this announcement.  To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is accurate and does not omit anything likely to affect the import of such information.  To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which the Directors take responsibility is accurate and does not omit anything likely to affect the import of such information.


Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of D1 Oils or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) D1 Oils and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more ofany class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

END


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The company news service from the London Stock Exchange
 
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