TIDMSER
RNS Number : 6130Y
Sefton Resources Inc
10 September 2015
Sefton Resources, Inc
10 September 2015
Sefton Resources, Inc.
("Sefton" or the "Company")
General Meetings, Strategic Outlook, Board Change & Company
Response to EGM Requisition
General Meetings
The Board of Sefton confirms that, on 8 September 2015, it
received formal notice of requisition for an Extraordinary General
Meeting ("EGM") of shareholders (the "Requisition") which proposes
the removal of Thomas Milne, Keith Morris and Raylene Whitford as
Directors of the Company, and the appointment of Clement Chambers
as Interim CEO and Michael Hodges as Non-Executive Director of the
Company. The Requisition has been made by former interim chairman,
Daniel Levi, Christopher Williams and Charnjit Matharu (the
"Requisitioners"), who collectively represent 11.29 per cent of the
Company's issued common shares of no par value ("Common
Shares").
A circular and notice of EGM (the "Circular"), to be held on 6
October 2015, will be published and posted to all registered
holders of Common Shares or depository interests in Common Shares
("Shareholders") no later than 21 September 2015. A copy of the
Circular will be made available on the Company's website
(www.seftonresources.com) and the key elements announced once it is
published.
The Company also confirms that it intends to hold its Annual
General Meeting ("AGM") on 6 October 2015, to follow the EGM, at a
location in London (to be confirmed). Notice of the AGM will be
included in the Circular and its accompanying announcement.
Company Position
It is the belief of the Board that Shareholders' interests are
best served by the continuance of the Company's current strategy of
building a scalable production profile within South East Asia, with
an initial focus on Indonesia.
The Board does not believe that Shareholders would be best
served by supporting the EGM resolution proposed by the
Requisitioners.
The Board notes that the Requisitioners include a previous
Executive Director of Sefton who had failed to make certain
required disclosures under the AIM Rules for Companies (the "AIM
Rules"). It was subsequently revealed in the Times that he had
committed serious criminal offences that resulted in 16 years in
jail. The Board also notes the presence on the Requisition of Mr.
Chris Williams, who was subject to a ruling by the Panel on
Takeovers and Mergers on 11 May 2015 in relation to his activity in
the shares of New World Oil and Gas plc.
The current Board recognises that long-term Shareholders have
suffered a prolonged period of governance issues, however the
current Board believes this EGM is an opportunity for investors to
make a clean break from the previous legacy and support the
strategic repositioning outlined in detail below.
Following consultation with the Board, the Company's Nominated
Adviser, Allenby Capital Limited, has informed the Board that while
it will continue to act and support the current Board and strategy,
it will resign with immediate effect should the EGM resolution be
passed and the change of control outlined in the EGM resolution
take place. 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.
Board Changes
As of today, Jossy Rachmantio, a Non-Executive Director of the
Company since 8 May 2015, has been appointed Executive Chairman
("Chairman") of Sefton to continue final due diligence work
relating to the anticipated acquisition of potential cost-effective
hydrocarbon assets within Indonesia. The value of these assets will
be optimised through the Company's application of technical
expertise and targeted capital expenditure. As Chairman, Mr
Rachmantio intends to build near term revenues and profits in a
region with significant domestic energy demands with Sefton's
limited resources and continue to strengthen corporate governance
within the Company.
Mr Rachmantio, an Engineer by training, has over 25 years'
experience in the energy industry. He spent his early career
involved in engineering, construction and infrastructure projects
in the energy sector in his native Indonesia. Mr Rachmantio has
recently been focused in Oil and Gas Exploration and Production in
Indonesia. He was a founder and Director of Mitra Energia Limited
which was subject to a reverse takeover by AIM quoted Sound Oil plc
in 2006. Mr Rachmantio was subsequently a member of the Board of
Sound Oil plc from 2006 to 2010, and served as Managing Director of
the company's Indonesian operations until Sound Oil's disposal of
that part of the portfolio in 2012. Since 2013, Jossy has headed
Bunga Mas International Limited which is engaged in Oil and Gas
exploration and production in Indonesia, and has been involved in
the preliminary screening of various deals in the region.
Mr Jossy Rachmantio, has also informed the Board that he will
resign with immediate effect should the EGM resolution proposed by
the Requisitioners be passed. Mr Rachmantio's significant
experience working in the South-East Asian oil & gas sector,
for both UK listed companies and local private entities, represents
a significant part of Sefton's ability to secure commercially
viable production assets which the Board believes is a key asset of
the Company. Mr. Milne's term as a Director expires at the
conclusion of the AGM and he will not stand for re-election.
In addition, the Board has identified several new Non-Executive
Directors with extensive experience working for major oil and gas
companies operating in South-East Asia and with direct
responsibility for the development and operation of South-East
Asian projects for those companies. The Board believes they would
be a valuable addition to the Company and would provide significant
assistance in identifying and delivering shareholder value through
Sefton's South East Asian strategy, however, they have informed the
Board that they will not be prepared to join the Company following
the change of control that would occur upon the proposed EGM
resolutions being passed.
The Board has a credible, fixed strategy to build revenues based
on regional knowledge and technical ability, as well as the drive
and commitment to deliver these given the current limited
resources.
The Company plans to strengthen the Board further with new
appointments following the closure of the first acquisition.
Furthermore, Jossy and Raylene will be supported by a Senior
Management Team who are currently part of the Due Diligence team
employed by the Development Agreement, and who will assist in the
implementation of Sefton's new strategy. The Management Team will
be announced in conjunction with the rebranding of the Company in
the near future.
Raylene Whitford, CFO, commented:
"I welcome Mr Jossy Rachmantio to the position of Executive
Chairman, we have had a successful working relationship since he
joined in May 2015. I look forward to working with him over the
years to come. Jossy has been an integral part of the development
of the Company's South-East Asian strategy and his in-depth
experience in working with both listed and private oil and gas
companies in South East Asia will prove to be vital to Sefton as we
progress forward and build strong foundations for growth.
"The Company must take this opportunity to be a true
counter-cyclical player and secure real assets to form the basis of
a cost-effective production portfolio. We have made solid progress
towards this stated objective and I am confident this can be
achieved, returning the best value for our shareholders.
"We will continue to press on and build on our work to date
which includes assembling a due diligence team with robust
credentials and multiple years of in-country experience. We have
now concluded two site visits to Indonesia to conclude our
technical analysis, assess the potential targets and confirm our
economic modelling with the Sellers.
"Furthermore, in my time as a Director, I have substantially
reduced the Company's G&A costs, materially reduced the
Company's aged payable balances, implemented robust financial
controls and strengthened the Company's corporate governance. My
time as an Executive Director also saw Sefton entrusted with new
shareholder funds to progress our outlined strategy and develop a
near-term production portfolio which we continue to pursue
today.
"In the same period, we have received litigation and a
bankruptcy order from a former Chairman. Furthermore, the Board and
shareholders have learned the recent former interim-Chairman had
not disclosed his change of name to the Board, nor its Advisors and
that he in fact had a serious criminal past. It truly has been a
difficult time for Shareholders and I believe that all Sefton
investors should have the opportunity to finally realise real value
from their Company following the events of the last few years.
"Our evolving Management Team have clearly demonstrated our
commitment to delivering real value despite the various legacy
issues facing the Company. We have a clearly articulated strategy
to build a real production portfolio in a region that, due to its
domestic energy demands, commands lucrative price premiums and is
partially decoupled from global commodities prices.
"I call on all Sefton Shareholders to support our new Chairman
and the current Board as we build a credible oil and gas company
with real production revenues and sustainable margins, whilst at
the same time protecting shareholders' interests through a clear
focus on corporate governance and the creation and retention of
shareholder value."
Jossy Rachmantio, Executive Chairman, commented:
"Working for Sefton has been a challenging yet rewarding
experience and I am delighted to assume the position as new
Executive Chairman.
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