TIDMSER
RNS Number : 1918D
Sefton Resources Inc
23 October 2015
23 October 2015
Sefton Resources, Inc.
("Sefton" or the "Company")
Notice of Annual General Meeting, Board Changes and Resignation
of Nominated Adviser
The board of Sefton announces that, on 27 October 2015, it will
post to shareholders a circular (the "Circular") containing a
notice convening an annual general meeting of the Company ("AGM")
to consider certain resolutions. The AGM is to be held at the
Novotel London Tower Bridge, 10 Pepys Street, EC3N 2NR, London at
1.00 p.m. on 13 November 2015.
Below are edited extracts from the Circular which will shortly
be available on the Company's website: www.seftonresources.com. The
same definitions apply throughout this announcement as are applied
in the Circular.
1. Introduction
As announced by the Company on 10 September 2015, the Company
received a requisition of an extraordinary general meeting which
proposed the removal of Tom Milne, Keith Morris and Raylene
Whitford as Directors of the Company, and the appointment of
Clement Chambers as Interim Chief Executive Officer and Michael
Hodges as Non-Executive Director of the Company (the "Proposed
Directors"). The requisitioners were the former interim chairman,
Daniel Levi, Christopher Williams and Charnjit Matharu, who
collectively declared a beneficial interest in and represent 11.29
per cent. of the Company's issued Common Shares. Further
announcements of 29 September, 12 October, 14 October and 16
October 2015 have described the situation agreed between the
Proposed Directors and the Board.
2. The Position of the Board & Management
Mr Keith Morris resigns from the Board with effect from 7.00am
today. Ms Raylene Whitford, previously a Director of the Company,
and Chief Financial Officer (non-Board) and Company Secretary of
the Company has also ceased her roles and left the employment of
the Company with effect from 7.30am today.
Mr Jossy Rachmantio, the Executive Chairman, will remain in his
role during a handover period and has indicated his intention to
stand down at or before the AGM.
Mr Tom Milne will not stand for election at the AGM and will
leave the Board on the conclusion of the AGM. Mr Milne will remain
as a director of the Company until the AGM so that he can remain
engaged with the Company's efforts in relation to the bankruptcy
court proceedings in Denver, Colorado USA, due to be heard on 11/12
November 2015 (as announced on 24 September 2015).
Mr Clement Chambers and Mr Michael Hodges will be appointed as
Interim Chief Executive Officer and Non-Executive Director
respectively with effect from 7.30am today. Both Mr Chambers and Mr
Hodges are standing for election at the AGM.
If either or both Mr Chambers or Mr Hodges are not re-elected as
Directors at the AGM, then Resolution 5 will be put to Shareholders
to wind-up the Company. The minimum number of Directors allowed
under the Articles is two.
3. The Position of the Company's Nominated Adviser & the
Ongoing Trading of the Common Shares
As announced on 16 October 2015, the Company's Nominated
Adviser, Allenby Capital, ceases to act for the Company with effect
from 7.00am today. No replacement Nominated Adviser has been
identified at this time. As no alternative Nominated Adviser has
been appointed, the Company's Common Shares are suspended from
trading on AIM with effect from 7.30am today.
Under the AIM Rules, any company that does not have a Nominated
Adviser has its admission to trading on AIM immediately suspended,
and if a new Nominated Adviser is not appointed within one month of
the previous Nominated Adviser ceasing to act, then the admission
to trading on AIM of its shares will be cancelled.
The Board has investigated the option of making an application
for the Common Shares to be admitted to trading on the ISDX Growth
Market. Having discussed this option with two ISDX Corporate
Advisers (neither being Allenby Capital Limited), it appears
unlikely that this is a viable option.
The Board is investigating the option of adding the Common
Shares to the BritDAQ community platform for companies and
investors (www.britdaq.com) in the event that a replacement
Nominated Adviser is not appointed within the next month.
4. Future Strategy of the Company
Mr Chambers has indicated to Mr Rachmantio that the Proposed
Directors have a number of oil and gas projects that they intend to
pursue, whether or not the Company's Common Shares remain admitted
to trading on AIM. The Board expects Mr Chambers and Mr Hodges to
provide a more detailed update of the Company's new strategy ahead
of the AGM.
5. Cash Position & Banking Account
As announced on 16 October 2015, the Development Agreement with
UTAS Petroleum Services Limited ("UTAS") was terminated with effect
from 15 October 2015. The Company has received GBP288,228 from
UTAS, being the unspent balance of the Company's advanced payment
under commercial terms of GBP500,000 (the "Payment Advance") to
UTAS to allow the joint venture established under the Development
Agreement to progress the due diligence and possible funding
arrangements for certain oil and gas properties in Indonesia which
had been identified as potential target assets. If UTAS is able to
complete the Potential Transaction (as defined in the announcement
of 25 June 2015) with a third party, then the balance of the
Payment Advance expended on due diligence of the assets will also
be refunded to the Company.
Following the receipt of the funds from UTAS, the Company's cash
balance as at 22 October 2015 is $504,300.
Royal Bank of Scotland plc, the Company's principal bankers in
the UK, have given notice that the Company's account will likely be
closed in the event that the admission to trading on AIM of the
Common Shares is cancelled, as the Company will no longer meet its
criteria to continue as a client.
6. Current Trading
The Company continues to keep its legacy Kansas Assets on a care
and maintenance regime whilst the bankruptcy proceedings are
ongoing. An independent report was commissioned which substantiates
the net book value of the assets on the Company's balance sheet.
The Company continues to seek potential buyers for the Kansas
Assets, however recognises the difficulties in the market due to
the current depressed oil price.
7. Annual General Meeting
Set out at Part IV of the Circular is a notice convening the AGM
to be held at 13:00 on 13 November 2015 at the Novotel London Tower
Bridge, 10 Pepys Street, EC3N 2NR London, U.K., at which the AGM
Resolutions will be put to Shareholders. Resolutions 1,2,3 and 4
will be proposed as ordinary resolutions and will require a simple
majority of the votes cast for each to be passed. Resolution 5 will
be proposed as a special resolution and will require a
three-quarters majority of the votes cast to be passed.
Resolution 5 will only be proposed in the event that Resolution
3 and/or Resolution 4 is not passed by Shareholders.
8. Action to be taken
You will find enclosed with the Circular a Form of Proxy for use
by Shareholders for the AGM. Whether or not you intend to be
present at the AGM, you are requested to complete and return the
Form of Proxy in accordance with the instructions in the Notice and
printed on the Form of Proxy. To be valid, the completed Form of
Proxy must be received by Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible
and in any event by no later than 13:00 on 11 November 2015 (or, in
the case of any adjournment or postponement of the AGM, not later
than 48 hours before the time fixed for the holding of the
adjourned or postponed meeting). Completion of a Form of Proxy will
not preclude you from attending the AGM and voting in person if you
so choose.
If you are a holder of Depository Interests, you will find
enclosed with this letter a Form of Instruction for use in the AGM.
To be valid, the Form of Instruction for the AGM, should be
completed signed and returned in accordance with the instructions
printed thereon to the Company's depositary, Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as
soon as possible but in any event must arrive not later than 16:00
on the 10 November 2015.
Visit www.seftonresources.com or contact:
Jossy Rachmantio, Executive Chairman Tel: 020 7872
5570
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Nick Bealer, Cornhill Capital (Broker) Tel: 020 7710
9612
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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