REG - Reabold Resources - Requisition of General Meeting

Reabold ResourcesAnnouncement

08/11/2023 11:00

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RNS Number : 8022S  Reabold Resources PLC  08 November 2023

8 November 2023

 

Reabold Resources plc

 

("Reabold" or the "Company")

Requisition of General Meeting

Reabold announces that, following its announcement on 3 November 2023 noting
that a purported requisition notice had been published by certain media
sources, the Company has now received by email a signed 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 ("Act").

 

As a reminder to shareholders, Reabold's board understands that Kamran
Sattar was a supporter of, and driving force behind the unsuccessful attempt
to gain control of Reabold without paying a premium to shareholders through a
general meeting requisition in October 2022, by a group of five shareholders
with beneficial interests held through Pershing Nominees Limited. In addition,
in March 2023, the Company announced that it received an unsolicited approach
from Kamran Sattar on behalf of Portillion SPV O&G in respect of a
possible offer for Reabold, and in April 2023, Portillion announced that
Portillion SPV O&G did not intend to make a firm offer for Reabold. The
unsuccessful requisitioned general meeting and possible offer were time
consuming and costly distractions for the Company.

 

The Board of Reabold strongly believes that the Requisitioning Shareholders
are seeking to gain control of Reabold, its operational asset base and its
cash without paying a control premium. Reabold believes that the interests of
certain proposed new directors are not aligned with all shareholders.

 

The requisitioned general meeting has been called for the purposes of
considering the below ordinary resolutions. The Board is considering the
content of the Requisition Notice, which it intends to respond to in
accordance with the requirements of the Act.  Further announcements will be
made as appropriate.  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 Andrea Cattaneo 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 Chris Connolly be and is hereby appointed as a director of the
Company (with such appointment taking immediate and simultaneous effect).

4. THAT Sachin Sharad Oza be and is hereby removed as Co-Chief Executive of
the Company (with such appointment taking immediate and simultaneous effect),
but shall remain a director of the Company.

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.

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

 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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