Wentworth Resources Limited : Corporate Update
PRESS RELEASE
25 JUNE 2018
WENTWORTH RESOURCES LIMITED
("Wentworth" or the "Company")
Corporate update
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."
-Ends-
Enquiries: Bob McBean, rpm@wentworthresources.com
Wentworth Executive Chairman
Eskil Jersing,
Chief Executive eskil.jersing@wentworthresources.com
Officer +44 7717 847623
Katherine Roe, katherine.roe@wentworthresources.com
Chief Financial +44 7841 087 230
Officer
Stifel Nicolaus AIM Nominated +44 (0) 20 7710 7600
Europe Limited Adviser and Broker
(UK)
Callum Stewart
Ashton Clanfield
GMP FirstEnergy Broker (UK) +44 (0) 20 7448 0200
Hugh Sanderson
Jonathan Wright
Peel Hunt LLP Broker (UK) +44 (0) 20 7418 8900
Richard Crichton
Ross Allister
FTI Consulting Investor Relations wentworth@fticonsulting.com
Adviser (UK) +44 (0) 20 3727 1000
Edward Westropp
Kim Camilleri
About Wentworth Resources
Wentworth Resources is a publicly traded (OSE: WRL, AIM: WRL), independent oil &
gas company with: natural gas production; exploration and appraisal
opportunities; and large-scale gas monetisation initiatives, all in the Rovuma
Delta Basin of coastal southern Tanzania and northern Mozambique.
Inside Information
The information contained within this announcement is deemed by Wentworth to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 ("MAR"). On the publication of this announcement via a
Regulatory Information Service ("RIS"), this inside information is now
considered to be in the public domain.
Cautionary note regarding forward-looking statements
This press release may contain certain forward-looking information. The words
"expect", "anticipate", believe", "estimate", "may", "will", "should", "intend",
"forecast", "plan", and similar expressions are used to identify forward looking
information.
The forward-looking statements contained in this press release are based on
management's beliefs, estimates and opinions on the date the statements are made
in light of management's experience, current conditions and expected future
development in the areas in which Wentworth is currently active and other
factors management believes are appropriate in the circumstances. Wentworth
undertakes no obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information, future events
or otherwise, unless required by applicable law.
Readers are cautioned not to place undue reliance on forward-looking
information. By their nature, forward-looking statements are subject to numerous
assumptions, risks and uncertainties that contribute to the possibility that the
predicted outcome will not occur, including some of which are beyond Wentworth's
control. These assumptions and risks include, but are not limited to: the risks
associated with the oil and gas industry in general such as operational risks in
exploration, development and production, delays or changes in plans with respect
to exploration or development projects or capital expenditures, the imprecision
of resource and reserve estimates, assumptions regarding the timing and costs
relating to production and development as well as the availability and price of
labour and equipment, volatility of and assumptions regarding commodity prices
and exchange rates, marketing and transportation risks, environmental risks,
competition, the ability to access sufficient capital from internal and external
sources and changes in applicable law. Additionally, there are economic,
political, social and other risks inherent in carrying on business in Tanzania
and Mozambique. There can be no assurance that forward-looking statements will
prove to be accurate as actual results and future events could vary or differ
materially from those anticipated in such statements. See Wentworth's
Management's Discussion and Analysis for the year ended December 31, 2017,
available on Wentworth's website, for further description of the risks and
uncertainties associated with Wentworth's business.
Notes
Ib Eskil Jersing (54) holds the following directorships:
Current Directorships Past Directorships
None Apache Corporation
Eskoil Ltd
Sterling Energy (International) Limited
Sterling Energy (UK) Limited
Sterling Energy Mauritania Limited
Sterling Energy Overseas Limited
Sterling Energy plc
Mr Jersing does not hold any ordinary shares in the Company.
Save for the above, there is no further information required to be disclosed
under paragraph (g) of Schedule Two of the AIM Rules for Companies, with respect
to the appointment of Mr Jersing.
Notice
Neither the Oslo Stock Exchange nor the AIM Market of the London Stock Exchange
has reviewed this press release and neither accepts responsibility for the
adequacy or accuracy of this press release.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.