Results of AGM

RNS Number : 9842W

Wildcat Petroleum PLC

29 December 2021

 

29 December 2021

Wildcat Petroleum Plc

("Wildcat" or the "Company")

Results of AGM

At an AGM of the Company held at 12.00 today, all resolutions were passed by poll (and included votes submitted by Proxy) - specific details of the voting are recorded at the end of this RNS.

The Minutes of the meeting are detailed below (item 2.3 has been edited to remove personal details) and covers the Resolutions passed. Item 3 details Questions posed at and prior to the Meeting:

WILDCAT PETROLEUM PLC

Company number: 12392909

Minutes of an annual general meeting of Wildcat Petroleum plc (Company) held at 12.00 hours on 29 December 2021 at X0 Lounge (Function Room), 52 Thornhill Rd, Streetly, B74 3EH

PRESENT:	NAME	POSITION
	Mandhir Singh	(Chair)
	Glyn Foster Roberts	(Non-executive director)
IN ATTENDANCE:	NAME	POSITION
	8 Guests	Beneficial shareholders
		.

1.  CHAIR

Mandhir Singh was appointed chair of the meeting.

2.  QUORUM

2.1  IT WAS NOTED that a quorum was present.

2.2  There was produced to the meeting a notice (Notice) convening the meeting and, with the consent of all members present, the Notice was taken as read.

2.3  The chair produced to the meeting a list of appointments of proxies and corporate representatives (details not shown here but which have been recorded in the filed minutes of this meeting)

3.  questions

3.1  The chair opened the meeting to questions of those members present in person or by proxy and addressed each question in turn.

Questions: Questions at the Meeting concerned plans and strategy for the coming year, the effect of Covid and the raising of money.

Answer: The Chairman reiterated that the plans and strategy were as outlined in the IPO and subsequent RNS announcements; and that (as reported) Covid had affected the business with the respect to arranging meetings and solidifying deals. He also stated that (as previously reported) that a number of opportunities were being pursued and that consultants had been taken on to both work on the ground and to bring new deals to the Company. More information will be given to the Market in due course regarding the above.

3.2  It was noted that a further question had been submitted by a Member in advance of the meeting: This is shown and answered below:

Question: There have been reports on a social media site that Wildcat lied about the amount of money collected in its December IPO and that 'friends' of the Company were able to secure shares and sell them before paying for them.

Answer: This is due to a complete misunderstanding of our Interim Financial Statements which were released on April 30 2021 and covered the period from the date of Incorporation (8 Jan 2020) to Dec 31 2020 i.e the period which included our IPO, subscription of shares and listing on the LSE,  We can categorically state that all subscription monies were received by end 2020 and held in escrow by our Share Registrars - this money (minus listing fees of < 1 pct ) was distributed to Wildcat in the first half of January 2021 i.e post the 31/12/20 reporting date - and hence was shown in the Interim accounts as a 'Receivable' rather than 'cash in hand'. This information was posted on our website when the Interim results were loaded to the site - in the News section.

4.  voting

4.1  It was noted that voting would be carried out by way of a poll, entailing that there would be one vote for every share held in the capital of the Company.

5.  ACCOUNTS

5.1  The Company's audited accounts and financial statements, together with Annual Report and related reports for the year ended 30 June 2021 were produced to the meeting.

6.  RESOLUTIONS

6.1  The chair proposed that following resolution 1, as set out in the Notice, be approved as an ordinary resolution:  

"That the Company's audited accounts and financial statements, together with Annual Report and related reports for the year ended 30 June 2021, be received."

The resolution was put to the meeting on a poll and it was resolved that resolution 1 be approved as an ordinary resolution.

6.2  The chair proposed that following resolution 2, as set out in the Notice, be approved as an ordinary resolution:

"That the Directors' Remuneration Report (excluding the Directors' Remuneration Policy, set out on pages 16 to 18 of the Directors' Remuneration Report), as set out in the Company's annual report and accounts for the year ended 30 June 2021, be approved."

The resolution was put to the meeting on a poll and it was resolved that resolution 2 be approved as an ordinary resolution.

6.3  The chair proposed that following resolution 3, as set out in the Notice, be approved as an ordinary resolution:

"That the Directors' Remuneration Policy, as set out on page 16 of the Directors' Remuneration Report, which takes effect immediately after the end of the annual general meeting, be approved."

The resolution was put to the meeting on a poll and it was resolved that resolution 3 be approved as an ordinary resolution.

6.4  The chair proposed that following resolution 4, as set out in the Notice, be approved as an ordinary resolution:

"That Jeffreys Henry LLP be re-appointed as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting."

The resolution was put to the meeting on a poll and it was resolved that resolution 4 be approved as an ordinary resolution.

6.5  The chair proposed that following resolution 5, as set out in the Notice, be approved as an ordinary resolution:

"That the Directors be authorised to determine the remuneration of the auditors."

The resolution was put to the meeting on a poll and it was resolved that resolution 5 be approved as an ordinary resolution.

6.6  The chair proposed that following resolution 6, as set out in the Notice, be approved as an ordinary resolution:

"That Mandhir Singh be re-appointed as a director of the Company."

The resolution was put to the meeting on a poll and it was resolved that resolution 6 be approved as an ordinary resolution.

6.7  The chair proposed that following resolution 7, as set out in the Notice, be approved as an ordinary resolution:

"That Glyn Foster Roberts be re-appointed as a director of the Company."

The resolution was put to the meeting on a poll and it was resolved that resolution 7 be approved as an ordinary resolution.

6.8  The chair proposed that following resolution 8, as set out in the Notice, be approved as an ordinary resolution:

"THAT, in accordance with section 551 of the Companies Act 2006 (the "Act"), the Directors be generally and unconditionally authorised to allot Relevant Securities (as defined below):

1.1  comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £44,800 (such amount to be reduced by the nominal amount of any Relevant Securities allotted pursuant the authority in paragraph 8.2 below) in connection with an offer by way of a rights issue:

(a)  to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and

(b)  to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

1.2  in any other case, up to an aggregate nominal amount of £22,400.00 (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph 8.1 above in excess of £22,400.00, provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 28 February 2023 or, if earlier, the date of the next annual general meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted and the directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot Relevant Securities

For the purposes of this resolution "Relevant Securities" means:  

(i)  shares in the Company, other than shares allotted pursuant to:

a.  an employees' share scheme (as defined in section 1166 of the Act);

b. a right to subscribe for shares in the Company where the grant of the right itself constitutes a Relevant Security;

c. a right to convert securities into shares in the Company where the grant of the right itself constitutes a Relevant Security; or

d. anything done for the purposes of a compromise or arrangement sanctioned in accordance with Part 26A of the Act; and

(ii) any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employees' share scheme (as defined in section 1166 of the Act) or anything done for the purposes of a compromise or arrangement sanctioned in accordance with Part 26A of the Act. References to the allotment of Relevant Securities in this resolution include the grant of such rights."

The resolution was put to the meeting on a poll and it was resolved that resolution 8 be approved as an ordinary resolution.

6.9  The chair proposed that following resolution 9, as set out in the Notice, be approved as a special resolution:

"That, subject to the passing of resolution 8, the Directors be and they are hereby empowered under Section 570 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred by resolution 8 and/or to sell ordinary shares held by the Company as treasury shares as if Section 561(1) of the Act did not apply to any such allotment or sale provided that this power shall be limited to:

2.1  the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under Resolution 8.1, by way of a rights issue only):

(c)  to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and

(d)  to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

2.2  the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph 9.1 of this Resolution) to any person up to an aggregate nominal amount of £22,400.00.

The authority granted by this resolution will expire at the conclusion of the Company's next annual general meeting after the passing of this resolution or, if earlier, at the close of business on 28 February 2023, save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.

This power is in substitution for all existing powers under section 570 of the Act (which, to the extent unused at the date of this resolution, are revoked with immediate effect)."

The resolution was put to the meeting on a poll and it was resolved that resolution 9 be approved as a special resolution.

6.10  The chair proposed that following resolution 10, as set out in the Notice, be approved as a special resolution:

"That, subject to agreement by the Company with the holders of the warrants constituted by the warrant instrument dated 25 November 2020 and summarised on page 66 of the Company's prospectus dated 30 November 2020 (the "Warrant Instrument") and the subsequent filing of the amended Warrant instrument with any relevant authorities, the Exercise Period (as defined therein) be extended by one year, such that it expires on 30 December 2023."

The resolution was put to the meeting on a poll and it was resolved that resolution 10 be approved as a special resolution.

7.  OTHER BUSINESS

There being no further business, the chair declared the meeting closed at 13.30 hours.

The results of the voting were as follows:

	Votes	% votes cast	Votes	% Votes cast	Votes
Ordinary Resolution 1	1,021,612,599	100	0		0
Ordinary Resolution 2	1,021,522,997	100	0		89,602
Ordinary Resolution 3	1,021,522,997	100	0		89,602
Ordinary Resolution 4	1,021,612,599	100	0		0
Ordinary Resolution 5	1,021,612,599	100	0		0
Ordinary Resolution 6	1,021,612,599	100	0		0
Ordinary Resolution 7	1,021,612,599	100	0		0
Ordinary Resolution 8	1,021,522,997	99.99	89,602	0.01	0
Special Resolution 9	1,021,522,997	100	0		89,602
Special Resolution 10	1,021,522,997	99.99	89,602	0.01	0
Note 1: A vote withheld is not a vote in law and is therefore not counted towards the proportion of for/against votes
Note 2: Directors votes for Beneficial interest shares not include in the vote. Note 3 Guests did not vote

Enquiries:

Wildcat Glyn Roberts	[e-mail]
Guild Financial Advisory Ross Andrews	[e-mail]
Yellow Jersey (Investor Relations)  Tom Randell	[phone]  [e-mail]

Notes to Editors:

Wildcat Petroleum (LSE:WCAT) is listed on the standard segment of the official list, with shares traded on the main market of the London Stock Exchange. WCAT is seeking to acquire a business operating in the upstream sector of the petroleum industry - namely exploration, appraisal, development and production of oil and gas, with a primary focus on assets that are at the later phases of exploration and production.

https://www.wildcatpetroleum.co.uk/    

 

END

 

 

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