D1 Oils plc ("D1" or "the Company")
Strategic Update and Board Changes
In line with the position stated in November 2009 that D1 required funding in 2011, the Board has held positive discussions in recent weeks with its largest shareholders and a number of potential new investors. During this period the Board also received proposals from Steven Rudofsky and Nicholas Myerson (together the "New Directors", whose biographies are summarised below) which were supported by a number of substantial shareholders.
The Board has now concluded extensive discussions with the Company's largest shareholders and also with the New Directors regarding these proposals, and its own business and financing plan, with a view to agreeing a mutually satisfactory way forward for the Company.
The Board is pleased to report that agreement has been achieved on a strategy that it, including the New Directors, believes should provide funding to take the Company and its Jatropha-based activities forward, whilst enlarging and strengthening the management team.
The Board and the New Directors (together the "Enlarged Board"), having communicated the proposed strategy to all the largest shareholders, understand that holders of a majority of the Company's share capital support the agreed strategy and a targeted fundraising. Indeed the Enlarged Board believes, having consulted with a number of potential investors, that the targeted fundraising can be achieved on acceptable terms.
In summary, the Enlarged Board has agreed on the following:
· a fundraising of approximately £1.5m to £2.5m (the "Fundraising") should enable D1 to pursue a Jatropha-based business plan and will be pursued by the Company in the near-term;
· Steven Rudofsky and Nicholas Myerson were nominated and appointed to the Board as executive directors on 24 June 2011;
· The Board will commence immediately a search for an independent non-executive director ("Independent NED"), to be appointed as soon as practically possible;
· Barclay Forrest will remain Chairman of the Board, until the earlier of the Fundraising being completed or the Independent NED being appointed to the Board;
· Thereafter, Barclay Forrest will leave the Board and the Company and Steven Rudofsky will assume the Executive Chairman position; and
· Martin Jarvis will remain on the Board as COO reporting to Steven Rudofsky from 1 July 2011.
The Board intends to announce results for the year ended 31 December 2010 on 28 June 2011 and issue the 2010 annual report and accounts to shareholders by 30 June 2011.
Steven Zachariah Rudofsky, aged 49, began his career working for Marc Rich & Co. AG and Glencore AG where he traded both soft commodities and Ferro Alloys in Rotterdam and Zug. Thereafter he held senior management positions in London at Aletri Limited (Motor Oil Hellas), TransCanada Pipeline Ltd, Credit Agricole CIB and Crown Resources (Alfa Group of Russia). Since 2003, Steven has been focused on property development in Poland through Huntington Polska whilst also consulting on various commodity projects in Europe, North America, Middle East and Asia. Steven holds a BA cum laude in History and International Relations from Clark University and a JD from Emory University. He has been a member of the New York Bar since 1988.
Over the past five years, Steven Rudofsky has been, but is no longer, a director of C&P Logistics Iraq Limited, Parkheath Polska sp. z.o.o. (Poland) and Lopo sp. z.o.o. (Poland). Steven is currently a director of Saint George International Polska sp. z.o.o. (Poland), Huntington Polska sp. z.o.o. (Poland), Effectco Limited (Cyprus), Definitive Limited (Cyprus), Talex Polska sp. z.o.o. (Poland) and Adelstein Limited (Cyprus).
There are no further disclosures to be made pursuant to Rule 17 and Schedule 2 - paragraph (g) of the AIM Rules for companies in relation to Steven Rudofsky.
Nicholas Paul Myerson, aged 26, began his career as part of the corporate finance team at Dubai World, focusing on real estate and infrastructure investments in the Chinese, Indian, and Polish markets. Nicholas was until recently head analyst for Salamanca Capital, a London based private equity group, where he was responsible for the firm's infrastructure, commodity and mining investment portfolios. Nicholas holds a MA in Law from Cambridge University. Nicholas is the son of former D1 Oils plc Chairman, Brian Myerson, who is Executive Chairman of Principle Capital Group whose managed funds hold 27.5% of D1's ordinary shares. However, Nicholas is not a representative of the Principle Capital Group or its managed funds.
There are no further disclosures to be made pursuant to Rule 17 and Schedule 2 - paragraph (g) of the AIM Rules for companies in relation to Nicholas Myerson.
For further information please contact:
D1 Oils Plc +44 (0) 20 7936 9104
Chief Executive Officer
WH Ireland + 44 (0) 20 7220 0470