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Wentworth Resources Limited : Corporate Update

Posted by OilVoice Press - OilVoice

25-Jun-2018


Wentworth, the Oslo Stock Exchange (OSE: WRL) and AIM (AIM: WRL) listed independent, East Africa-focused oil & gas company, provides the following corporate update.

Chief Executive Officer

Further to the Company's announcement dated 15 January 2018, Mr Eskil Jersing has today joined Wentworth as Chief Executive Officer.  He will be appointed to the Board with effect from 27 June 2018 at the Company's Annual and Special Meeting.

Redomicile of the Company

As previously announced, in line with the head office relocation of the Company from Calgary to London, the re-domicile of the Company to the British Isles is progressing on schedule. Having considered various options, the Company is working towards a "Continuance" of the Company into Jersey, Channel Islands (the "Continuance").  

The Continuance is a legal process whereby, following shareholder approval by way of a special resolution, the Board of the Company will apply to:

  • The Registrar of Corporations in Alberta to grant a certificate of discontinuance; and
  • The Jersey Financial Services Commission for their approval of the Continuance.

Upon such approval:

  • The Company will cease to be a company registered in Alberta, Canada and will be registered in Jersey, Channel Islands;
  • Shareholders will continue to hold one share of the Company for each Common Share currently held.  The principal attributes of the share capital of the Company will be identical, before and after the Continuance, other than differences in shareholders' rights under the new Articles and under Jersey law as compared to the current articles and Albertan law;
  • The Company will adopt a new Memorandum of Association and Articles of Association (the "Articles");
  • The Company's shares are expected to continue to be traded on AIM and the Oslo Børs; (with an Oslo Børs delisting application being submitted shortly thereafter); and
  • All property and rights to which the Company was entitled immediately before the Continuance will remain the property and rights of the Company post Continuance and the Company will remain subject to all criminal and civil liabilities, all contracts, debts and other obligations and all legal proceedings, to which it was subject immediately before the Continuance.

Full details of the Continuance process and its implications will be provided, in due course, in a Continuance Circular.

Delisting from Oslo Børs

The intent behind the redomicile is to reduce costs and simplify the Company's corporate structure. The Board believes the redomicile process will provide a positive long-term benefit for all of its shareholders and improve the overall liquidity and risk profile of the stock.

To further this objective, the Company is also seeking to de-list from the Oslo Børs, which is consistent with the Company's plan to move towards a UK based corporate governance regime and is in line with the appointment of a UK based management team.  The Company is confident that the AIM market provides sufficient liquidity and ease of trading for all shareholders.

The Directors are mindful that the Company's members include a number of non-institutional shareholders located in Norway and it invites shareholders, in the first instance, to engage with the Company's management should they have any questions on the aforementioned.  Email contact details are set out at the base of this announcement.

Bob McBean, Executive Chairman, said:

"The Company is focused on moving to a simplified corporate structure and corporate governance regime that will increase liquidity, reduce overheads and allow the new UK based management team to drive the business forward.  Furthermore, the benefits of being in a similar time zone to our assets and key partner Maurel et Prom, in addition to London providing a critical centre for M&A and capital solutions with respect to the African Oil and Gas industry, are well known. We believe a redomicile to Jersey and, a delisting from the Oslo Børs will help meet these objectives.  We would welcome engagement with any shareholders to discuss any issues arising from the proposed changes and, of course, we will seek appropriate shareholder approval for the proposed changes before they are implemented."

Wentworth ResourcesCorporate UpdateOSEAIMEast AfricaOilgasCanada

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