Press

Posting of Shareholder Materials and Proposed Director Appointments

Posted by OilVoice Press - OilVoice

22-Aug-2018


Wentworth, the Oslo Børs (OSE: WRL) and AIM (AIM: WRL) listed independent, East Africa-focused oil & gas company, announces that it has today published a Notice of Special Meeting of Shareholders, a Management Information Circular and Proxy Forms (the "Shareholder Materials") on its website (www.wentworthresources.com) and on NewsWeb (www.newsweb.oslobors.no/).

The Shareholder Materials relate to resolutions for the proposed re-domiciliation of Wentworth from Alberta, Canada to Jersey (the "Continuance"), the proposed de-listing of Wentworth from the Oslo Børs (the "Delisting"), as well as certain related share authority and other resolutions. 

The Shareholder Materials further note the proposed appointment to the Board of Katherine Roe, Wentworth's Chief Financial Offer, as an executive director, and Iain McLaren and Tim Bushell as independent Non-Executive Directors of the Company (the "Proposed Directors"), immediately following, and conditional upon, the completion of the Continuance.

Background

On 16 November 2017, the Company announced that it was undertaking a restructuring process to better align its corporate and management structures with its shareholders and asset base in Africa. At the time, Wentworth was incorporated under the laws of the Province of Alberta, Canada, with a Canada based executive management team, assets in East Africa and stock market listings in both Norway and the UK. This led to a disproportionate amount of management time, effort and cost incurred dealing with the practical consequences of a multi-jurisdictional group structure and dual-listing, compared to peer Exploration & Production companies of a similar size.

The primary rationale for the proposed Continuance and Delisting included the need for:

  • a UK based executive management team;
  • increased management efficiencies and reduction in corporate complexity;
  • reduction in certain operational and regulatory burdens and overhead / compliance costs;
  • improved access to the Company's institutional investors;
  • closer proximity and to be in the same general time zone to the Company's asset base;
  • direct access to the London M&A and A&D markets;
  • established E&P sector research coverage in London; and
  • a simpler transactional platform for both organic and inorganic growth initiatives.

The first step in addressing these transitional issues was the appointment of a UK based executive management team in Eskil Jersing as Chief Executive Officer and Katherine Roe as Chief Financial Officer to take the Company forward, which were announced on 15 January 2018 and 28 March 2018 respectively. 

Continuance

The Continuance is expected to provide the Company with a number of benefits, including:

  • a reduction in the time and costs associated with international travel required to hold meetings of the Board and manage the Company's assets and maintain relationships with its JV partners, as Jersey is more conveniently located in relation to the Company's operations than Canada;
  • in the event the Company were to pay dividends, Canadian withholding tax applicable to dividends paid to Shareholders outside Canada will be eliminated;
  • with no commercial connections to Canada, there is no reason for the Company to be domiciled in Canada and subject to Canadian income and capital gains taxes or for it to bear the compliance costs associated with being a Canadian company; and
  • being subject to a UK corporate governance regime and the City Code on Takeovers and Mergers is expected to make the Company more attractive to UK institutional investors.

Save for the appointment by the board of directors of the Proposed Directors whose appointment is conditional upon the completion of the Continuance, the Board, current executive management and voting controls of the Company are expected to remain unchanged.

As part of the Continuance, the Company's name will change to "Wentworth Resources Plc".

The Delisting

The Company has been listed on the Oslo Børs since 2005 and AIM since October 2011. The Board has, over time, monitored the benefits of having a dual-listing and is now of the view that the benefits of being listed on the Oslo Børs, in addition to the listing on AIM, no longer outweigh the costs and additional regulatory burdens.

At present, the Company is required to comply with both the Norwegian rules applicable to companies listed on the Oslo Børs and the AIM Rules for Companies, which differ in certain areas and accordingly impose additional regulatory burdens and increased compliance costs. These would be avoided if the Delisting were approved. The Directors conversely believe that the AIM listing has enhanced and will further enhance Shareholder value by allowing the Company and Shareholders to benefit from the presence of an established E&P research sector and improved access to UK institutional and retail investors. Additionally, the market for small cap E&P companies with international assets beyond the North Sea is significantly more developed on AIM, when compared to the Oslo Stock Exchange.

The Directors believe that given the Company's size, stage of development and strategy, it is more appropriate and beneficial for it to continue to be listed on AIM rather than on the Oslo Børs.

Directors 

Immediately following the Continuance (and conditional upon the completion of the Continuance) it is intended that the Proposed Directors shall be appointed by the board of directors as described above.

Ms. Katherine Roe

Katherine has been Vice President Corporate Development & Investor Relations for the Company since 2014 and has 19 years of senior corporate and capital markets experience. Prior to joining Wentworth, Katherine spent 11 years at Panmure Gordon having moved from Morgan Stanley's investment banking division. She is currently an independent Non-Executive Director of Faroe Petroleum plc, where she will take over the role of Audit Chair in 2019.

Mr. Iain McLaren

Mr. McLaren has significant experience in the oil and gas sector with deep experience as Audit committee chair. He is currently a Non-Executive Director of Jadestone Energy Inc. and until May 2018 was Senior Independent Director and Chair of the Audit Committee for Cairn Energy plc. He is currently Chairman of F&C UK High Income Trust plc as well as the director of four investment trust Companies. He is a past President of the Institute of Chartered Accountants of Scotland and was a partner of KPMG for 28 years until 2008.  

Mr. Tim Bushell

Mr. Bushell is a qualified geologist with more than 30 years' experience in the oil and gas industry. He has worked at British Gas, Ultramar, LASMO, and Paladin Resources. Most recently Tim was Chief Executive Officer at Falkland Oil and Gas Limited and Director/co-founder of Core Energy AS. He is currently serving as a Non-Executive Director on the Board of Rockhopper Exploration PLC, Genel Energy plc and Petro Matad Limited and as a Director of Point Resources AS and Redrock Energy Limited.

The appointment of the Proposed Directors by the board of directors will add significant financial, technical and operational experience to the Board, providing a stronger platform to execute on its strategic aspirations.

OSEAIMDirectorShareholderWentworth ResourcesAppointment

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