Conclusion to Shareholder Consultation

RNS Number : 2489J

Wentworth Resources PLC

21 December 2020

 

PRESS RELEASE     21 December 2020

WENTWORTH RESOURCES PLC
("Wentworth" or the "Company")

Conclusion to Shareholder Consultation following Delisting from Oslo Børs

Wentworth Resources (AIM: WEN), the independent, Tanzania-focused natural gas production company, confirms the following share buyback.

Further to the announcement on 18 December 2020 the Company is pleased to confirm that it has now entered into a Settlement Agreement with respect to a buyback of shares from a second dissenting shareholder which concludes the buyback of shares subject to Dissent Rights.  As previously notified following the Company's delisting from the Oslo Børs, the Company notified the market via an RNS announcement dated 1 November 2018 that certain shareholders had exercised their Dissent Rights under Canadian law (the "Dissenting Shareholders") which required the Company to buy back their equity holdings at fair value. The Company has agreed fair value with a second shareholder and has entered into a second Settlement Agreement with the Dissenting Shareholder to purchase a further 236,452 ordinary shares in the capital of the Company at NOK 2.91 (US$0.34) per ordinary share less all dividend payments made in respect of those shares whilst negotiations were ongoing.  The total cost to the Company in respect of this second buyback is NOK 648,931 (US$75,437). 

The Company has previously disclosed these Dissent Rights and all sums in relation to the exercise of the Dissent Rights are fully provided for in its audited financial accounts. The Company has also previously notified the market that the ordinary shares held by the Dissenting Shareholders are not included in the Company's total voting rights due to those shares being deemed transferred to the Company on 26 October 2018.

At the time of the Continuance, the Company also received notice of Dissent Rights exercised over a further 1,390,000 ordinary shares (the "Disputed Shares") in addition to the two confirmed buybacks. However, the Dissenting Shareholder who holds the Disputed Shares has acted in a way that is inconsistent with the exercise of Dissent Rights and therefore the Company no longer considers the Disputed Shares to be subject to Dissent Rights. The Company is not in negotiations with the owner of the Disputed Shares to buy back those ordinary shares and has informed the owner of the Disputed Shares that they must seek redress through the Canadian Courts pursuant to the Alberta Business Corporations Act.  Following this determination, the Company considers the Disputed Shares to be ordinary shares carrying all rights and obligations attached to an ordinary share issued by the Company and as such, there are no further Dissenting Shareholders.

Total Voting Rights

Following the buyback of shares announced on 18 December 2020 from the first Dissenting Shareholder and the buyback of shares announced herein, the Company will officially cancel a total of 939,326 ordinary shares as soon as those shares are dematerialised out of CREST.  As previously announced these shares were deemed to have been transferred to the Company on 26 October 2018 (along with the 1,390,000 Disputed Shares held by the final Dissenting Shareholder and as set out above) and were considered to no longer hold any voting rights in the Company.  As the Disputed Shares are now considered to have lost their Dissent Rights, the Disputed Shares are considered to have full rights attached to them, including voting rights, and accordingly the Disputed Shares are included in the Company's Total Voting Rights.

Accordingly, the Company confirms that in conformity with the FCA's Disclosure Guidance and Transparency Rules, the total number of voting rights in Wentworth Resources plc as at 21 December 2020 is 185,549,139. 

This figure for the total number of voting rights may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

- ENDS -

Enquiries:  Wentworth	Katherine Roe, Chief Executive Officer	[e-mail] [phone]
Stifel Nicolaus Europe Limited	AIM Nominated Adviser & Joint Broker  Callum Stewart Ashton Clanfield Simon Mensley	[phone]
Peel Hunt LLP	Joint Broker  Richard Crichton Alexander Allen	[phone]
FTI	Communications Adviser  Sara Powell  Ben Brewerton	[phone]

This announcement does not contain inside information.

About Wentworth Resources

Wentworth Resources plc (AIM-listed: WEN) is a leading, domestic natural gas producer in Tanzania with a core producing asset at Mnazi Bay in the onshore Rovuma Basin in Southern Tanzania.

The power demand base in-country is growing and with an ambitious universal energy access target set by the Government for 2030, Wentworth has a vital role to play in increasing access by ensuring a reliable, affordable and growing supply of natural gas into the local market.

 In 2019, Wentworth launched its dividend policy and remains committed to responsible growth that maintains returns for shareholders.

 

END

 

 

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