REG - Reabold Resources - Purported Requisition of General Meeting

Reabold ResourcesAnnouncement

14/11/2023 07:15

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RNS Number : 3031T  Reabold Resources PLC  14 November 2023

14 November 2023

 

Reabold Resources plc

 

("Reabold" or the "Company")

Purported Requisition of General Meeting

Reabold provides the following update to shareholders with regards to the
purported requisition notice ("Requisition Notice") from Pershing Nominees
Limited ("Pershing"), which owns, in aggregate, approximately 7.84% of the
Company's issued share capital on behalf of 13 beneficial shareholders (the
"Requisitioning Shareholders"), requesting the Board to convene a general
meeting under section 303 of the Companies Act 2006, as amended (the "Act"),
as announced on 8 November 2023.

 

Whilst the Company does not wish to deny any member the right to convene a
general meeting under the Act, this has to be balanced against due and proper
process, recognising the convening of a General Meeting to vote on a number of
the specific invalid resolutions proposed by the Requisitioning Shareholders
would raise complex legal challenges for your company. Having taken legal
advice, the Board has ascertained that the documentation as received contains
several material deficiencies and is therefore not a valid requisition notice
under section 303 of the Act.

 

Material deficiencies in the Requisition Notice include but are not limited to
the following:

 

·      The Requisition Notice proposes to have Sachin Oza removed as
Co-Chief Executive of the Company. The power of shareholders to remove
directors under section 168 of the Act applies in respect to the office of
director, as opposed to a director's position as an executive. Under statute
and the Company's articles of association ("Articles"), Shareholders do not
have the authority to appoint or remove individual directors to or from
particular management roles.  This is a general management power reserved for
use by the Board.  Accordingly, this resolution is not a valid binding
resolution.

·      The Requisition Notice proposes to have Sachin Oza, current
Co-CEO of the Company, appointed as a director. There has been no prior
discussion or consultation with Mr Oza on whether or not he would be willing
to be appointed as a director of the Company on the terms set out in the
applicable resolution.

·      The Requisition Notice proposes to have Chris Connolly, the
current CFO of the Company, appointed as a director. There has been no prior
discussion or consultation with Mr Connolly on whether or not he would be
willing to be appointed as a director of the Company.

·      A valid requisition notice of this nature must, under the
Articles, enclose a notice of willingness to act from each proposed director.
No such notices were enclosed.  In the absence of any such notices, any
resolution proposing to appoint a new director is not a valid binding
resolution.

·      As at the date of this announcement, the Company has only
received an electronic copy of the Requisition Notice. The Articles require
the Requisitioning Shareholders to deliver a hard copy of the Requisition
Notice to the Company's registered office for it to be valid.

 

Accordingly, the Company has informed Pershing as to the actions it needs to
take to validly call a general meeting and has invited Pershing to procure
that a valid request under section 303 of the Act is submitted. If and when
the Company receives a valid requisition notice from Pershing, the Board will
respond to it in accordance with the Act and will share its views on the
proposals with shareholders.

 

Further announcements will be made as appropriate.  In the meantime,
shareholders are advised to take no action at this stage.

 

 

Ends

 

 

 

For further information, contact:

 

 Reabold Resources plc                                        c/o Camarco

 Sachin Oza                                                   +44 (0) 20 3757 4980

 Stephen Williams

 Strand Hanson Limited - Nominated & Financial Adviser        +44 (0) 20 7409 3494

 James Spinney

 James Dance

 Rob Patrick

 Stifel Nicolaus Europe Limited - Joint Broker                +44 (0) 20 7710 7600

 Callum Stewart

 Simon Mensley

 Ashton Clanfield

 Cavendish - Joint Broker                                     +44 (0) 20 7220 0500

 Barney Hayward

 Camarco                                                      +44 (0) 20 3757 4980

 Billy Clegg

 Rebecca Waterworth

 Sam Morris

 

Notes to Editors

 

Reabold Resources plc has a diversified portfolio of exploration, appraisal
and development oil & gas projects. Reabold's strategy is to invest in
low-risk, near-term projects which it considers to have significant valuation
uplift potential, with a clear monetisation plan, where receipt of such
proceeds will be returned to shareholders and re-invested into further growth
projects. This strategy is illustrated by the recent sale of the undeveloped
Victory gas field to Shell, the proceeds of which are being returned to
shareholders and re-invested.

 

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