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Cabot Energy PLC (CAB)

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Friday 27 July, 2018

Cabot Energy PLC

Temporary Amendment to Relationship Agreement

RNS Number : 0516W
Cabot Energy PLC
27 July 2018
 

 

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement, this information is now considered to be in the public domain.

 

27 July 2018

 

Cabot Energy Plc

 

("Cabot Energy" or the "Company")

 

Relationship Agreement

 

Further to the announcement today concerning changes to the Board of Cabot Energy Plc (AIM:CAB), the AIM quoted oil and gas company focused on production led growth balanced with high impact exploration and appraisal opportunities, the Company announces the temporary suspension of some aspects of the relationship agreement dated 15 December 2017 between High Power Petroleum LLC ("H2P"), SP Angel Corporate Finance LLP ("SP Angel") and Cabot Energy ("Relationship Agreement").

 

A summary of the Relationship Agreement is as follows:

H2P has agreed, amongst other things, that: (i) certain material transactions, agreements and arrangements between the Cabot Energy group on the one hand and H2P and/or its associates on the other will be made on an arm's length basis and on normal commercial terms and shall be approved solely by directors independent of H2P; (ii) there are and remain at all times a majority of directors of the Company which are independent of H2P; and (iii) save in certain circumstances, neither H2P nor any of its associates shall seek to procure or vote on any resolution to cancel the Company's admission to trading on AIM without the prior approval of the directors of the Company who are independent of H2P (save in the event of a general offer made to Shareholders for the entire issued share capital of the Company, a reverse takeover (as defined by the AIM Rules) or in relation to a proposal to admit the ordinary shares of the Company to trading on the main market of the London Stock Exchange).

The Company has granted H2P the right under the Relationship Agreement to nominate up to two persons to be appointed as non-executive directors of the Company. In addition, the Company has agreed not to allot or issue any new voting shares (so as to dilute the percentage of the voting rights in the Company in which H2P is interested) without first offering H2P the opportunity to subscribe for further voting shares so as to maintain the percentage of the voting rights in which H2P is interested.

Currently, James Dewar, the interim independent non-executive Chairman, and Paul Lafferty, an executive Director, are independent of H2P. Petro Mychalkiw and Campbell Airlie are not independent of H2P. Scott Aitken, the Chief Executive Officer of the Company, is not currently appointed a Director of the Company. James Dewar, as the Chairman, has the casting vote on the Board of Directors.

 

The parties to the Relationship Agreement have agreed to suspend the requirement for a majority of directors of the Company to be independent of H2P for a period of two months, commencing on 26 July 2018, whilst Cabot Energy completes the recruitment of a new non-executive independent Chairman.

 

It is the intention of the Company that there should be two non-executive Directors who are considered independent for corporate governance purposes. Mr James Dewar is considered independent for corporate governance purposes and it is intended that the new non-executive independent Chairman will also be independent for corporate governance purposes.

 

-Ends-

 

Enquiries:

 

Cabot Energy Plc

+44 (0)20 7469 2900

Scott Aitken, CEO

Petro Mychalkiw, CFO

 

 

 

SP Angel Corporate Finance LLP

+44 (0)20 3470 0470

Nominated Adviser and Joint Broker

 

Richard Morrison, Ewan Leggat

 

 

 

 

 

GMP FirstEnergy

+44 (0)20 7448 0200

Joint Broker

 

Jonathan Wright, David van Erp

 

 

 

Luther Pendragon

+44 (0)20 7618 9100 

Financial PR

 

Harry Chathli, Alexis Gore, Joe Quinlan

 

 

 

Note to Editors:

 

Cabot Energy is an oil and gas company focused on production led growth. The Company is building production from a redevelopment project in north west Alberta, Canada, and has a portfolio of exploration and appraisal opportunities in Italy. Comprehensive information on Cabot Energy and its oil and gas operations, including press releases, annual reports and interim reports are available from Cabot Energy's website: www.cabot-energy.com.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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