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Nostra Terra O&G Co (NTOG)

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Friday 17 April, 2020

Nostra Terra O&G Co

Posting of Circular and Notice of General Meeting

RNS Number : 0775K
Nostra Terra Oil & Gas Company PLC
17 April 2020
 

17 April 2020

 

Nostra Terra Oil and Gas Company plc

("Nostra Terra" or the "Company")

 

Posting of Circular and Notice of General Meeting

 

Nostra Terra (AIM:NTOG), the oil and gas exploration and production company with a portfolio of assets in Texas, USA, announces that it will today be posting to Shareholders a circular (the "Circular"), along with accompanying notice of general meeting and form of proxy (together, with the Circular, the "Documents"), in relation to the Third Requisition and the Fundraise Warrants (both as defined below).

The General Meeting will be held at 11:00 a.m. on 13 May 2020 at the offices of Druces LLP, Salisbury House, London Wall, London EC2M 5PS. T he Documents will shortly be available on the Company's website.

The Letter from the Chairman of the Company has been extracted from the Circular and included in this announcement below.

Shareholders should note the advice set out below regarding the potential impact of the COVID-19 outbreak on attendance at the General Meeting.

Unless the context requires otherwise, definitions used in this announcement will have the same meaning as ascribed to them in the Circular.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

For further information, visit  www.ntog.co.uk  or contact:

 

Nostra Terra Oil and Gas Company plc

Matt Lofgran, CEO

 

 

       +1 480 993 8933

Strand Hanson Limited

(Nominated & Financial Adviser & Joint Broker)

 

+44 (0) 20 7409 3494

 

Rory Murphy / Ritchie Balmer / Jack Botros

 

 

 

 

 

 

 

Novum Securities Limited (Joint Broker)

 

+44 (0) 207 399 9425

 

Jon Belliss

 

 

 

 

Lionsgate Communications (Public Relations)

 

+44 (0) 203 697 1209

 

Jonathan Charles

 

 

 

 

 

 

 

 

           

 

LETTER FROM THE CHAIRMAN

 

Dear Shareholder,

 

NOTICE OF GENERAL MEETING

 

As Chairman of Nostra Terra, I invite you to a General Meeting of the Company to be held at 11:00 a.m. on 13 May 2020 at the offices of Druces LLP, Salisbury House, London Wall, London EC2M 5PS.

 

COVID-19 and General Meeting proceedings

 

In light of the UK government's response to the COVID-19 outbreak, which includes banning all non-essential travel and gatherings of more than two people, the Company is adopting the following General Meeting arrangements in order to ensure that the health and safety of our Shareholders, Directors, employees and other key stakeholders is protected:

 

· The General Meeting will be held at the offices of Druces LLP at Salisbury House, London Wall, London EC2M 5PS.

· The General Meeting will only address the formal matters contained in the Notice of General Meeting.

· In accordance with the Company's Articles, the quorum necessary to constitute the General Meeting is two members in person or proxy, therefore two officers or agents of the Company (who are also Shareholders) will be in attendance to form the quorum and conduct the business of the General Meeting.

· Attendance by additional Shareholders is not considered as "essential for work purposes" and so would not be permitted under the Stay at Home Measures. As such, if the Stay at Home Measures remain in force as at the date of the General Meeting, additional Shareholders must not attend the General Meeting in person. Anyone who seeks to attend in person will not be admitted to the General Meeting.

· Shareholders may listen to the formal General Meeting proceedings by dialing into 0843 373 0843 with pin code 60340691. Shareholders should be aware that dialing into the General Meeting will not enable them to vote by telephone, as the Company's Articles do not permit this.

· All Shareholders are urged to appoint the Chairman of the General Meeting as their proxy, with voting instructions. Please refer to the notes to the Notice of General Meeting for more information regarding proxy voting.

 

The UK government may change current restrictions or implement further measures relating to the holding of general meetings prior to the General Meeting. Any changes to the General Meeting (including the arrangements outlined above) will be made available on the Company's website at www.ntog.co.uk and by means of the Regulatory Information Service.

 

Background

 

Following receipt of letters from Eridge Capital Limited ("Eridge") (formerly New World Oil and Gas plc),   dated 15 January 2020 and 31 January 2020, requisitioning general meetings of the Company's shareholders including, inter alia, resolutions to remove Matthew Lofgran and Ewen Ainsworth as directors of the Company and to appoint Andrew Morrison as a director of the Company (the "Original Requisitions") and the Company entering into further discussions with Eridge, on 2 March 2020, Ewen Ainsworth stepped down as Non-Executive Chairman of the Company with immediate effect. 

 

On 3 March 2020, it was announced that Andrew Morrison would be appointed as the Non-Executive Chairman of the Company and Dr Stephen Staley would be appointed as a Non-Executive Director. The reconstituted Board would immediately conduct a review of all aspects of the business, including on remuneration and operations. It was also decided that all Directors will be proposed for re-election at the next annual general meeting of the Company and Matt Lofgran commit to remain as President of the Company's subsidiary, New Horizons Energy 1 LLC, for six months should he cease to act as a Director of the Company at any time (together, the "Commitment"). Following discussions with Eridge and Shard Capital ("Shard"), Eridge gave an undertaking that, conditional on the Company announcing the abovementioned changes to the Board and the Commitment, the Original Requisitions served to the Company to convene a general meeting of the Company would be withdrawn. Accordingly, all resolutions to be proposed at the general meeting were withdrawn.

 

On 30 March 2020, the Company announced that it had received a letter from Eridge,   dated 24 March 2020, requisitioning a general meeting of the Company's shareholders (the "Third Requisition"). The Third Requisition proposed that Shareholders be asked to consider a resolution to remove Matt Lofgran as a Director of the Company.

 

On 8 April 2020, the Company announced that, Eridge had informed the Company that a further requisition notice (the "Fourth Requisition") was in the process of being delivered to the Company that would propose a general meeting be convened in order for Shareholders to consider and vote on a further resolution to appoint Robert Joseph Bensh as a director of the Company.

 

On 9 April 2020, the Company announced that it was informed via email by Eridge that the Fourth Requisition it was in the process of serving to convene a general meeting to appoint Robert Joseph Bensh as a director of the Company would now not be served.

 

On 8 April 2020, the Company announced that it had raised £318,055 before expenses via a placing and subscription. Directors participated in the subscription, amounting to, in aggregate, £90,000. Admission of the shares issued pursuant to the placing and subscription (the "Fundraise Shares"), is expected to occur at 8.00 a.m. on or around 20 April 2020. Every two of the Fundraise Shares had one warrant attached, exercisable at a price of 0.6p per share for a period of two years (the "Fundraise Warrants")

 

The Fundraise Shares will be issued out of the existing authorities granted to the Directors at the 2019 annual general meeting. However, the Company does not have sufficient authority to issue all of the shares on exercise of the Fundraise Warrants. As the Company is required to convene the General Meeting as a result of the Third Requisition, the Board considers it appropriate to propose resolutions to enable shares to be issued in the event that the Fundraise Warrants are exercised. Accordingly, resolution 2 and resolution 3 are proposed to be considered by Shareholders at the General Meeting.

 

The purpose of this circular is to convene a General Meeting of the Company at which the Resolutions will be put to a vote of the Shareholders. For each of resolutions 1 and 2 to be passed, more than 50 per cent. of the votes cast must be cast in favour of such resolutions. For resolution 3 to be passed, not less than 75 per cent. of the votes must be cast in favour of such resolution.

 

In this letter, I set out the reasons why the Board considers that:

· resolution 1 is not in the best interests of Shareholders and explain why Shareholders should vote AGAINST resolution 1; and

· why resolutions 2 to 3 are in the best interests of Shareholders and why Shareholders should vote IN FAVOUR of resolutions 2 to 3.

 

Resolution 1

The Board unanimously recommends Shareholders to vote AGAINST the proposed resolution 1, as they intend so to do in respect of their own beneficial holdings, which amount to, when taking into account admission of the Fundraise Shares to trading on AIM, in aggregate, 42,525,976 Ordinary Shares, representing approximately 12 per cent. of the issued share capital of the Company.

 

Set out below is a rebuttal of the proposed resolution 1 contained in the Third Requisition and to be considered at the General Meeting, which will be proposed as an ordinary resolution. This means that for resolution 1 to be passed, more than fifty per cent. of the votes cast must be cast in favour of such resolution.

 

The Board's response to the proposed resolution 1 is provided below.

 

I write in my capacity as Chairman of the Board. The Board has considered the proposed resolution 1 and has the following observations and recommendations by way of response.

 

Firstly, I shall address the proposed resolution 1 in a general sense and then respond in more detail to each specific point, highlighting where necessary information and observations, which may be of use to Shareholders in forming a considered opinion.

 

General Opinion

 

It is the Board's firm belief that the proposed resolution 1 contained in the Third Requisition is not to the benefit of Shareholders. Eridge waited only 21 days following their agreement to withdraw the Original Requisitions following the board changes before requisitioning a further general meeting. It therefore gave the new Board 21 days, in the midst of a global pandemic causing restricted business and global recession, to conduct the remuneration and operational review, possibly agree changes and make suitable announcements. The timing of Eridge's Third Requisition and additional aborted Fourth Requisition show a recurring pattern of lack of planning and ill-thought-through impulsive actions that are extremely ill suited to the careful running of a public company. Furthermore, the board views the actions of Eridge a distraction to the Company and a waste of Company resources that ultimately only cause significant damage to all shareholders.

 

Prior to the Original Requisitions, the Board provided Eridge multiple opportunities to present its business case for changes (or not) to the Company's business model, but no concrete plan has been forthcoming. The Board does not believe that Eridge has a credible business proposition with regard to the future of Nostra Terra; the Directors have not seen any evidence of one to date.

 

The Company's near-term work plan was designed to grow production by approximately 50% , whilst minimising costs, over the next twelve months and as set out in more detail in the circular of the Company dated 12 February 2020 (the "February 2020 Circular"), prior to the severe drop in oil prices beginning on 6 March 2020. Since this point the Board has made further changes in order to address the lower commodity price environment. The Board has recognised the need to augment the leadership team with new Board appointments to bring in innovative thinking and challenge ideas and opinions and appointed me (Dr Stephen Staley) on 3 March 2020. In short, we have a plan to grow the Company, increase production, minimise costs and generate shareholder value; the Board believes the proposal underpinning the Third Requisition would prevent us from delivering this and therefore we strongly recommend that Shareholders should vote AGAINST the proposed resolution 1.

 

I shall now review the specific demands/proposal of the proposed resolution 1.

 

Resolution 1: to remove Matthew Lofgran as a director of the Company

 

I would like to refer Shareholders to the General Opinion section of the February 2020 Circular starting on page 5 of said circular, which sets out certain background on Mr Lofgran, in addition to certain achievements for the Company, during his tenure. A copy of the February 2020 Circular can be located on the Company's website in the 'Admission document, Constitutional documents and Circulars' section at the following link: http://www.ntog.co.uk/aim-rule-26 .

 

In the three weeks between Eridge agreeing to the changes to the Company (listed earlier) and the Third Requisition, the only new information released to the public was an update on hedges and the senior lending facility with Washington Federal Bank ("WAFD") (the "Loan Facility"), where the Company hedged just over half the production for all of 2020 at prices ranging from approximately $55 per barrel to $57 per barrel, significantly above current oil prices in the market. The hedges were put in place by Mr Lofgran and the Board of Directors prior to the receipt of the Original Requisitions and the appointment of Mr Morrison, thus adding a significant amount of security for the Company throughout the year.

 

The Board firmly believes that removal of Mr Lofgran from the Board and from the Company would not benefit the Company in any way. He is the only executive of the Company and he has the primary knowledge of all the Company's current assets and contracts, including financing, in the US and he has a clear vision and executable strategy for growth. The relationships Mr Lofgran has developed with our lenders in the USA, our contractors in the industry and with our operational staff in the field are far too valuable to be discarded based on a perceived past twelve-month difficult spell. It is short sighted to suggest Mr Lofgran's removal. The Board has listened to shareholder concerns and implemented numerous changes including a substantial reduction in Mr Lofgran's package, however, we consider Eridge to have breached the terms of the original settlement by lodging two further requisitions in short order. This level of disruption is not helpful operationally or financially and must in the Board's opinion be rejected.

 

The Board believes that the confidence that Matt Lofgran has brought to WAFD, not only in negotiating the Loan Facility initially, but also in managing it since, through the drawdown and repayment of funds, and the structured hedging of the oil price for the Company's production, should not be underestimated by Eridge or other Shareholders. Matt Lofgran has also worked actively with WAFD on potential acquisition opportunities and WAFD has been very supportive, providing letters of support regarding the potential for a significant increase in the facility size and borrowing base.

 

Notwithstanding the Commitment, given this material and important relationship that the Company has with WAFD, not only with regard to the existing Loan Facility, but also potential access to further funds if the right growth opportunity presents itself, the Board believes that the removal of Matt Lofgran from the Board is counter-productive to shareholders' interests.

 

The Board recommends that Shareholders vote AGAINST resolution 1.

 

The Placing and Subscription

 

As announced on 8 April 2020, the Company has raised £318,055 before expenses via a placing and subscription. Directors participated in the subscription, amounting to, in aggregate, £90,000. Admission of the Fundraise Shares issued pursuant to the placing and subscription, is expected to occur at 8.00 a.m. on or around 20 April 2020. Every two of the Fundraise Shares had one warrant attached, exercisable at a price of 0.6p per share for the period of two years (the "Fundraise Warrants").

 

The Fundraise Shares will be issued out of the existing authorities granted to the Directors at the 2019 annual general meeting. However, as noted in the Background section of this circular above, the Company does not have sufficient authority to issue all of the shares on exercise of the Fundraise Warrants and accordingly, resolution 2 and resolution 3 are proposed.

 

Resolution 2: authority of Directors to allot shares

 

This is an ordinary resolution granting authority to the Directors to allot new Ordinary Shares up to an aggregate nominal amount of £73,612.00. The authority will expire at the commencement of the next annual general meeting of the Company.

 

Resolution 3: dis-application of pre-emption rights

 

This is a special resolution authorising the Directors to allot new Ordinary Shares for cash up to the thresholds described in Resolution 2 on a non pre-emptive basis pursuant to the authority conferred by Resolution 2 above. This will allow the Directors to allot the shares on exercise of the Fundraise Warrants for cash. This authority will expire at the commencement of the next annual general meeting of the Company.

 

The Board recommends that Shareholders vote in FAVOUR of resolution 2 and resolution 3.

 

Action to be taken

 

You will find enclosed with this document a Form of Proxy for use in connection with the General Meeting. Please complete and return the Form of Proxy in accordance with the instructions printed on it so as to be received by Share Registrars Limited as soon as possible, but in any event no later than 11.00 a.m. on 11 May 2020. Alternatively, if you hold shares in CREST, you can appoint a proxy electronically by using the CREST electronic proxy appointment service.

 

The return of the Form of Proxy does not normally prevent you from attending the General Meeting and voting in person, however given the unprecedented circumstances resulting from the COVID-19 outbreak, and as noted above, unless the UK government relaxes the current Stay at Home measures Shareholders who attempt to attend the meeting in person will not be admitted to the General Meeting.

 

EVERY SHAREHOLDER'S VOTE IS IMPORTANT - PLEASE COMPLETE AND RETURN YOUR FORM OF PROXY AS SOON AS POSSIBLE.

 

Recommendation

 

For the reasons set out in this letter, your Board believes that resolution 1 will not promote the success of, and are not in the best interests of, the Company and its Shareholders as a whole, and resolution 2 and resolution 3 will promote the success of, and are in the best interests of, the Company and its Shareholders as a whole.

 

Your Board therefore unanimously recommends that you vote AGAINST resolution 1, and IN FAVOUR of resolution 2 and resolution 3, as the Directors intend so to do in respect of their own beneficial holdings, when taking into account admission of the Fundraise Shares to trading on AIM, of, in aggregate, 42,525,976 Ordinary Shares, representing approximately 12 per cent. of the issued share capital of the Company.

 

Yours faithfully

 

 

Dr George Henry Stephen Staley

Chairman

 


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