REG - Reabold Resources - Requisition of General Meeting

Reabold ResourcesAnnouncement

20/10/2022 07:00

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RNS Number : 4821D  Reabold Resources PLC  20 October 2022

20 October 2022

 

Reabold Resources plc

("Reabold" or the "Company")

Requisition of General Meeting

"Opportunistic attempt to gain control without paying a control premium"

As announced on 17 October 2022, the Board of Reabold received a letter from
Pershing Nominees Limited ("Pershing"), which owns approximately 6.93% of the
Company's issued share capital on behalf of five beneficial shareholders,
requesting the Board to convene a general meeting under section 303 of the
Companies Act 2006 ("Act").

The Board was advised that the requisition letter contained several
deficiencies, including the potential for resolutions to be voted on in such a
combination that your Company could be left without a minimum of two directors
to form a valid quorum in breach of the Act and that resolution 11 (below)
should properly be classified as a special resolution and not an ordinary
resolution.  Accordingly, the Company engaged with Pershing as to the steps
it needed to take to address these deficiencies.  Unfortunately, Pershing has
refused to amend its requisition letter.  Notwithstanding the Board's
concerns about the validity of the letter, the Board has decided to proceed on
the basis that the requisition process is a major distraction and needs to be
dealt with swiftly and that the aforementioned potential breach of the Act is
considered remote due to the indications of support the Board has received
following its initial engagement with the Company's major shareholders.

Reabold believes that the requisitioning parties have a questionable motive to
gain control of the Company without paying a control premium. The Board also
notes that the proposed new directors include individuals with a track record
of value destruction as public company Board directors or no public Board
experience at all.

The requisitioned general meeting has been called for the purposes of
considering the below ordinary resolutions. A general meeting date will be
published alongside a circular to shareholders shortly. In the meantime,
shareholders are advised to take no action at this stage.

The Ordinary Resolutions

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

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

3. THAT Francesca Yardley be and is hereby appointed as a director of the
Company (with such appointment taking immediate and simultaneous effect).

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

5. THAT Jeremy Samuel Edelman be and is hereby removed as a director of the
Company.

6. THAT Michael Craig Felton be and is hereby removed as a director of the
Company.

7. THAT Marcos Estanislao Mozetic be and is hereby removed as a director of
the Company.

8. THAT Sachin Sharad Oza be and is hereby removed as a director of the
Company.

9. THAT Anthony John Samaha be and is hereby removed as a director of the
Company.

10. THAT Stephen Anthony Williams be and is hereby removed as a director of
the Company.

11. THAT any person appointed as a director of the Company since the date of
the requisition of the Requisitioned General Meeting at which this resolution
is proposed, and who is not one of the persons referred to in the resolutions
numbered 1 through 10 (inclusive) above, be and is hereby removed as a
director of the Company.

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

 Rory Murphy

 James Dance

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

 Callum Stewart

 Simon Mensley

 Ashton Clanfield

 Panmure Gordon - Joint Broker                              +44 (0) 207 886 2733

 Hugh Rich

 Camarco                                                    +44 (0) 20 3757 4980

 Billy Clegg

 Rebecca Waterworth

 Fergus Young

 

 

 

Notes to Editors

 

Reabold Resources plc is an investing company investing in the exploration and
production ("E&P") sector and has a diversified portfolio of assets in
upstream oil & gas projects. Reabold aims to create value from each
project by investing in undervalued, low-risk, near-term projects and by
identifying a clear exit plan prior to investment. The Company's investing
policy is to acquire direct and indirect interests in exploration and
producing projects and assets in the natural resources sector, and
consideration is currently given to investment opportunities anywhere in the
world.

 

Reabold's long term strategy is to re-invest capital made through its
investments into larger projects in order to grow the Company. Reabold aims to
gain exposure to assets with limited downside and high potential upside,
capitalising on the value created between the entry stage and exit point of
its projects. The Company invests in projects that have limited correlation to
the oil price.

 

Reabold has a highly-experienced management team, who possess the necessary
background, knowledge and contacts to carry out the Company's strategy.

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