REG - Reabold Resources - Requisition of General Meeting

Reabold ResourcesAnnouncement

22/11/2023 17:15

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RNS Number : 3763U  Reabold Resources PLC  22 November 2023

22 November 2023

 

Reabold Resources plc

 

("Reabold" or the "Company")

Requisition of General Meeting

"Further opportunistic attempt to gain control of Reabold without paying a
control premium"

Reabold announces that, following its announcement on 14 November 2023 noting
material deficiencies in the purported requisition notice from Pershing
Nominees Limited ("Pershing") on behalf of several beneficial shareholders, a
new requisition notice ("Requisition Notice") from Pershing, which now owns,
in aggregate, approximately 8.17% of the Company's issued share capital on
behalf of 13 beneficial shareholders (the "Requisitioning Shareholders"), has
been received by Reabold, requesting the Company's Board (the "Board") to
convene a general meeting under section 303 of the Companies Act 2006, as
amended ("Act").  Reabold notes that, notwithstanding the Requisition Notice
being dated 15 November 2023, it was only delivered to the Company's
registered office by courier on 21 November 2023 after 5pm and by email to the
Company on 22 November 2023.

 

As a reminder to shareholders, the 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. 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 and ultimately its shareholders.

 

The Board 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 which if passed in their entirety,
will result in the removal of the entire existing board of Reabold. 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 Dr José Ramón López-Portillo Romano be and is hereby appointed as a
director of the Company (with such appointment taking immediate and
simultaneous effect).

5. THAT Sachin Sharad Oza be and is hereby removed as a director of the
Company with immediate effect.

6. THAT Jeremy Samuel Edelman be and is hereby removed as a director of the
Company with immediate effect.

7. THAT, conditional on there being a minimum of two directors appointed to
the board of directors of the Company pursuant to resolutions 1 through 4
(inclusive), Michael Craig Felton be and is hereby removed as a director of
the Company with immediate effect.

8. THAT, conditional on there being a minimum of two directors appointed to
the board of directors of the Company pursuant to resolutions 1 through 4
(inclusive), Marcos Estanislao Mozetic be and is hereby removed as a
director of the Company with immediate effect.

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

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

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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