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Anglo African Oil & Gas Plc LSE:AAOG London Ordinary Share GB00BD0Q3L08 ORD 0.1P
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Date Time Title Posts
17/1/202113:02Anglo African Oil and Gas Plc (AAOG)4,764
08/1/202018:50Anglo African Oil & GasGood evening, seagreen. I have only opened this account -
01/8/201916:23Anglo African Oil and Gas - Djeno Unchained......3,793
17/7/201909:12AAOG - The share of 2019 ?18
06/1/201919:27Anglo Affrician1

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DateSubject
23/1/2021
08:20
Anglo African Oil & Gas Daily Update: Anglo African Oil & Gas Plc is listed in the Oil & Gas Producers sector of the London Stock Exchange with ticker AAOG. The last closing price for Anglo African Oil & Gas was 0.30p.
Anglo African Oil & Gas Plc has a 4 week average price of 0p and a 12 week average price of 0.28p.
The 1 year high share price is 0.85p while the 1 year low share price is currently 0.12p.
There are currently 499,434,220 shares in issue and the average daily traded volume is 0 shares. The market capitalisation of Anglo African Oil & Gas Plc is £1,498,302.66.
30/10/2020
16:13
jayminpatel1: Dog share this isHeard it will be suspended and delisted soon
07/5/2020
09:43
kevjones2: Looking at all the new scum pump and dumpers here and on LSE is actually embarrassing. There is absolutely, categorically and beyond the shadow of a doubt no reason whatsoever for the recent activity and share price rise in AAOG. Under market rules the bod MUST inform the market of same. I've seen such RNSs countless times in both successful companies and abject failures such as AAOG. Anyone saying Cope is sticking the knife in is either a liar or should not be playing the markets as they haven't a clue. As for the pumpndumpers: you are filth.
07/5/2020
06:06
fatfish: WHY DO COMPANIES DO THIS, TOTALLY DESTROY SHARE PRICE. Anglo African Oil & Gas plc notes the recent rise in its share price and confirms that it knows of no reason for this movement. I am not invested here but see it many times
23/1/2020
21:22
nutty1: Seagreen While you and Ms Cope may ultimately be correct in saying that the Askell case has no merit, I think there are one or two questions that need to be addressed before we can say that unequivocably. 1) Was there a contract between AAOG and Askell and did it include non-disclosure and non-compete agreements? 2) Did the contract extend to affiliated companies? 3) Was ATOG an AAOG-affiliated company at the time the Medco Tunisia deal completed in November? 4) Is ATOG still an AAOG-affiliated company? At the risk of being told in no uncertain terms what ‘assumptions’ are, I am going to assume that Askell had some kind of Finders Fee/Bonus arrangement in place to be paid at the time the sale of the Medco Tunisia assets completed. I cannot believe that there wouldn’t have been a NDA/Non-compete clause in place, neither can I believe that they would not extend to affiliate companies or people. These are standard clauses. If it can be demonstrated that 1), 2) and 3) above have occurred, then I think AAOG has a case to answer when it comes to breach of confidentiality or non-compete. If you think AAOG has no case, and the above have occurred, then NDAs are about as much use as toilet paper and it makes a nice blueprint for ripping off other organisations. Still, I don't know the answers and you may be right, Seagreen. Time, and possibly the courts, will tell..
03/1/2020
15:46
sweet karolina2: Https://www.shareprophets.com/views/46655/cc-d-in-on-the-most-bonkers-email-thread-in-history-anglo-african-oil-gas-is-grotesquely-mismanaged Ms Cope I have cc’d in all parties here as part of our shareholder action group as they need to be made aware of the inaccuracies in your RNS of this eve. It has become abundantly clear that you do not wish to engage purposefully with us. There has been no attempt at a meeting, the delayed provision of the material we asked for ref DD, no meaningful requests for clarification on the term loan facility secured on the Tilapia asset as part of our proposals and, most pertinently, no engagement with regards to an appropriate delay in the voting at the GM. You should hang your head in utter shame. Utter shame Ms Cope. This is a deal that you are forcing down shareholder’s throats that is not in their best interests. I intend to explore the potential of bringing a Derivative action against you for voting in favour of clearly an inferior deal as stated in today’s RNS. Richard Jennings Sarah Cope replied Mr Jennings Please can you clarify what you consider to be the inaccuracies in the RNS and to the extent there are any we will endeavour to correct these. Additionally please can you advise why we don’t have any meaningful answers yet to the list of questions we put to you on 30 December regarding clarification on the debt facility. I have copied those questions below for ease. Please provide more information on Oxford Energy - where is it incorporated and who are the directors / shareholders. Who are the funding providers that are mentioned in the Oxford Energy Letter. What terms are attached to the debt? When is it able to be drawn down? It mentions certain milestones re the licence renewal? What triggers repayment of the debt? Is this recovered from monies received from SNPC? When will you have a binding commitment for the debt element? Will the Opex in Congo be funded from the $5m debt facility? As well as the Opex in Congo are you assuming that all capex i.e. the re-entry programme and any signature bonus will be debt funded? Why do you think it likely that a new AAOG management team (Alex and Matt) will be able to unlock the monies owed from SNPC? In our correspondence pre Christmas you were of the firm view that it would be better if AAOG were to distance itself completely from Tialpia. The equity element assumes a placing of £600k and purchase of the ISA shares. Is Jub the sole placee? Do you need to conduct any due diligence? How long is this envisaged to take? But it seems that many, if not all, of these questions had indeed already been answered which really does beg the question as to why Ms Cope is so grotesquely misrepresenting the situation. Proposed New Director Alex McDonald replied on the matter of due diligence. Sarah Matt will respond to your email to Richard Jennings of 18.04. I must make it clear that, I do not accept the majority of the statements, you are making, particularly as you have had clear and detailed responses from us in various communications since before the Xmas break and up until today. I am particularly concerned that the due diligence request sent to you on 30th December, only arrived this evening after the market had closed and the publishing of the RNS. You sent me four documents this morning, two of which I could not open the remaining two, were at this stage, the least important. I confirm receipt of seventeen documents, however there is no financial information, such as management accounts, cash flow. opex, cash flow at AAOG, detailed creditor schedule at AAOG and AAOG (Congo), please could I have the outstanding items by return. The out of context numbers you sent me earlier in a brief email do not cut conventionally accepted due diligence. I am concerned at this deliberate obfuscation and delay in. a blatant attempt to run down the clock to the GM. It is both unacceptable and unprofessional, particularly as you have a significantly better deal on the table from us. Alex And then proposed new director Matt Thompson replied addressing the other matters raised by Ms Cope: Sarah I have again found myself at a loss as to why once again an RNS has been delivered by AAOG at a time when there are still a number of issues unresolved. The RNS was not checked by ourselves, or Jub, as was also the case on the 31st December 2019, and I would consider it a matter of basic courtesy that this was done prior to release. I have never entered into a discussion, let alone any agreement in this or any industry whereby an announcement should not be agreed with all parties prior to release (was this approved by the Nomad?). This alongside the lack of engagement with regard to due diligence, as previously outlined by Alex only adds to this concern. As per the draft term sheet for the debt facility that was sent to you earlier today, a number of your queries can only be addressed once the Company (AAOG) outlines what the capital requirement terms are. This could easily be done by completing the various square brackets in the document, as well as Schedule A to the Term Sheet. I can complete these, but frankly, I would only be guessing, and I'll repeat, it is for AAOG to define what and when the need arises. In answer to your questions please see responses embedded in red (TW I have underlined) below. Best Matt Please provide more information on Oxford Energy - where is it incorporated and who are the directors / shareholders. This will depend on which vehicle will be used. As previously stated Oxford are privately held. This is for good reason and remains the wishes of the shareholders. They will be disclosed in good order at the appropriate time under the correct terms of confidentiality, once the terms have been agreed. We shall fully comply with all anti money laundering and KYC requirements. The releasing of Oxfords name in your RNS of 31 December, without the prior agreement of Oxford was not acceptable, but we can move forward from this. Who are the funding providers that are mentioned in the Oxford Energy Letter. As per point 1. What terms are attached to the debt? These were outlined in the draft Term Sheet. You have announced these in an RNS, yet now claim to not know what they are? When is it able to be drawn down? It mentions certain milestones re the licence renewal? This is for AAOG to define, as per my earlier email. What triggers repayment of the debt? Is this recovered from monies received from SNPC? This is for discussion. Again this makes the RNS from this evening without having sort any clarification seem even more bizarre. When will you have a binding commitment for the debt element? When the terms are agreed with the Company. Will the Opex in Congo be funded from the $5m debt facility? This is for discussion with the Company. How can we define this without having seen a cashflow model? As well as the Opex in Congo are you assuming that all capex i.e. the re-entry programme and any signature bonus will be debt funded? How can we understand this without having seen the documents as per point 7 Why do you think it likely that a new AAOG management team (Alex and Matt) will be able to unlock the monies owed from SNPC? In our correspondence pre Christmas you were of the firm view that it would be better if AAOG were to distance itself completely from Tialpia. Please read the letter from Alex MacDonald released yesterday. The equity element assumes a placing of £600k and purchase of the ISA shares. Is Jub the sole placee? This is for Jub to clarify. Do you need to conduct any due diligence? How long is this envisaged to take? We have already provided you with a list of our basic due diligence requirements. We are looking to expedite this, however until everything is received, this is an impossible task. The clear attempts of Cope to frustrate the Jennings deal by delay so that the obviously inferior Zenith proposal wins the day at the 9 January GM by default has clearly enraged some shareholders on the list. One chipped in as Ms Cope went email silent… Ms Cope Many AAOG normal shareholders/ people stand to lose life savings and all must/ deserve to be given more time without being steamrolled by yourself and the current AAOG board. I feel this has been extremely underhanded, the total lack of compassion and respect from AAOG board toward the majority of shareholders is astonishing. Your Incredibly inconvenient, deliberate choice of timing in releasing this bomb shell information, being over the festive period and given little or no time to for us to asses other possible options ie Align’s full and detailed proposal on dragging our company out of this hole made by our current board. More time is needed!!! Align have provided shareholder with more information and clarity in this very short space time than yourself and the board have provided in months. Another added Ms Cope, I too am one of these ‘normal shareholders’ to which xxxxx refers. I have a decent chunk of my life savings invested in AAOG. I am also in contact with other shareholders, PI’s if you will, who compared to myself have eye-watering amounts invested. These are shrewd, intelligent and diligent people who haven’t invested in AAOG on a whim. We all deserve better. The anger is palpable amongst us all and we look to you to act in our interests. The timing of the RNS’s over the festivities is shocking and I trust your moral compass will point you in the direction of affording Messrs Jennings and MacDonald more time and attention.
03/1/2020
12:44
seagreen: AAOG – STATEMENT FROM PROPOSED DIRECTOR NOMINEE ALEXANDER MACDONALD January 1, 2020 | Posted by admin 1st January 2020 Dear Shareholders ANGLO AFRICAN OIL & GAS – THE WAY FORWARD THROUGH 2020 Following the various RNS announcements from both Zenith Energy Ltd and Anglo African Oil and Gas Plc in recent days as well as various messages through shareholder forums, I outline here, for the purposes of clarification, my thoughts on this as well as attempt to present a possible route forward in AAOG shareholders best interests. I am not interested in recriminations from past events and have no agenda in that regard. My objective is to do what I can to restore AAOG to good health. This can only come through stabilising the situation in the Congo in conjunction with raising sufficient funds both at the corporate level and at the asset level to complete and produce from the Mengo. This will ensure that we can move AAOG forward in a manner which is well managed, and look at growth, rather than “fire fighting”. I am not surprised at the Ministry insisting on stabilisation as part of the new licence issuance. At the end of the day they want the same thing – to see production. The Ministry have made it clear that if AAOG proceed to drill the Djeno then there will be no cost recovery allowance for this. I have a plan for the longer term FDP for the Djeno, which is not for this note, as it will have to be negotiated with SNPC and to get their support and approval before approaching the Ministry. I can however confirm that I have undertaken early technical discussions on these plans & the responses are encouraging. Many have posed the question to me – why I am doing this? With Oleg Schkoda we were the founders of what became AAOG, therefore there is unfinished business in an asset that I continue to believe in. I also have a moral sense of duty and responsibility to shareholders of which there are many smaller ones who stand to lose so much and in some cases, very sadly, their life savings. Fundamentally is the very strong belief, shared by the team, that there are producible hydrocarbons in commercial quantities in Tilapia. How will I and the new team do it? I have received encouraging comments and support from various parties and shareholders, both in the UK and Congo, which leads me to believe that AAOG can be rescued. However, I do not underestimate the task. We have already achieved a committed fundraise of approx £1million and a structure that protects the extant shareholders – something that is not the case with the Zenith proposal. Matt Thompson (a seasoned oil and gas executive and qualified lawyer) and I are both appointed to the board. Rebuild the relationship with SNPC and the Ministry. Bringing them back on side. The last two years has been a blip. I am confident that I can get them comfortable that we can be trusted to rebuild a respectful relationship with our partners. This will be achieved by building upon those long standing relationships held by both I and others on the team. Some are in senior positions within the Ministry of Hydrocarbons, SNPC and Government. Working with my colleague Matt Thompson, we will raise the initial funds which are required to complete and produce from the Mengo. We will re-establish a strong technical and operational team, with some members who previously worked with me. I am confident we will get the job done and I can confirm that our proposed operational team personnel have all confirmed their willingness to get on board with us. In the first few months of appointment we will immediately address the following: Stabilise the company; Execute the new licence which we understand is in final form; Unlock the $5.3million held by SNPC; Agree a forward work programme with SNPC. Following the RNS announcing Berwick’s departure, various parties asked me what were the chances of my returning to the board? My response was that if someone were to ask me then I would consider the possibility. There were also other approaches, with parties in Congo asking the same question. I was also briefed on the difficulties in the relationships between AAOG, The Ministry and SNPC and how these had been created. My understanding is that relationships have broken down with both SNPC and the Ministry due to the unhelpful attitudes from the Company towards senior people at SNPC and the Ministry. These areas of friction cannot be allowed to continue any longer, if AAOG is to have a future. In addition, there have also been issues with the quality of the well. There have also been claims that SNPC were not as involved in the well design and execution -as a significant partner would reasonably expect to be. Again, this is a situation, which is required to be addressed as soon as possible. There is a belief in the Congo that AAOG is unable to raise any additional capital and that its reputation is seriously damaged in the London market. Put all this together and I understand that this is what is now holding up the release of funds from SNPC. The IMF will be aware of this as being a legitimate and contracted payment and would be very unlikely to support the non-payment, as has been suggested. With careful management we can reverse this perception and recommence payment of the back costs. As with many things in life, it comes back to confidence and trust. Prior listing on AIM in March 2107 and up to December 2017, the founders Oleg Schkoda and I had a clear operational and technical plan, one which we had been planning for a year beforehand to drill and produce from the Mengo horizon, and which is a proven reservoir. In the same well the exploration part was to drill the Djeno. We would then side track the Mengo and complete and produce using fishbones technology hxxps://www.fishbones.as as opposed to fracking. By the end of March 2017 we had assembled a small but highly qualified internationally recognised technical team, for the most part they were located in Pointe Noir, to design, plan and execute the drilling of TLP 103, including TLP 103ST. This was from a standing start as no prior planning had been undertaken by the then operator of Tilapia – Petro Kouilou. By August we had completed the tendering process, which included about 200 line items including the rig. For the record we rejected the SMP rig, eventually used by the new team under Berwick, as being unfit for purpose, and which had been “cold stacked” for over two years, preferring to wait for the SFP rig owned and operated by SFP an SNPC subsidiary. That rig was undergoing acceptance approvals for ENI which would have saved us considerable time effort and cost if we had taken it. In terms of time and planning this would have worked well for us in ordering the long lead items such as the wellhead. There are many other examples of why AAOG has failed. One that is important to understand is simply that there was clearly a systemic failure by the team which resulted in the failure of TLP 103c to produce any oil. I put on record that all offers of help and assistance and a handover from my team and me were rejected as being unnecessary by AAOG’s current and historic Board. To conclude, if we complete the initial capital raise of approx £1 million (and that both Matt Thompson and I are participating in – illustrating our confidence in ourselves and the plan) then I believe that stabilises the company for a good portion of 2020. We are confident that we can get the share price to a point where this will trigger the proposed warrant attachments, providing a further £1.8million of additional equity capital. This gives us the platform to cement our proposed processes to resolve matters with the Ministry and SNPC. There is significant upside for all shareholders here which, in our plan, will go 100% to them as opposed to the crumbs at the table with Zenith whom we believe are not a credible partner in the eyes of the Ministry and SNPC in any event. Yours Sincerely Alex MacDonald.
02/1/2020
11:41
seagreen: apf not sure why you rant on there are two offers from two different sets of wouldbe investors who are both trying to invest in and rescue AAOG which has or is running out of cash...the city is not a charity of course both groups perceive there is still value left in the project should they be able to produce commercial oil. To my mind ZEN have come in with an offer that is very good for ZEN shareholders and leaves aaog shareholders with a cash shell and not much else even securing the lion share of the snpc debt and the asset. Whereas the secondary offer is trying to create enough operational financial security to see the company through to a drilling and loaning the cash until snpc repays their debt. Plus removing the overhang of the finance deal. They also indicate the previous ceo Alex should return and hopefully Oleg. The logic hopefully being for new investors or existing ones I guess is that this will have got the blessing of the Congo state as they had the original relationships and trust of the government. It would be no great surprise (being a pessimist or a realist) due to the Congo's well documented discussions with the IMF if the SNPC debt is ultimately funded mostly by oil revenue if they can produce comercial oil. Therefor the loan would provide working capital to proceed until this debt is repaid. This is pure supposition worst case logic not fact what so ever. However, at least this would enable the project to proceed. This of course is far from ideal but a potential life saving scheme which hopefully would produce a licence extension that is crucial to proceeding to CPR status. As ZEN believe their deal would. In either case wages would have to be paid. In ZEN's case the majority of value upside would flow to ZEN shareholders and in the second case to AAOG shareholders. Obviously there will be new share incentivisation made to the new board in the second case as they would look to cut the directors wages to a sensible level. So you either believe in one or the other or you give up on the project all together. One way or another the shareholders/board will decide on the best deal for shareholders in good faith. I would think the ZEN deal is worth around 0.5pence to AAOG shareholders plus an RTO into a shell (with no guarantee) and the second one is worth about .75p to 1p to shareholders with realistic upside if they can produce comercial oil (with no guarantee) It is what it is in the absence of a better deal or an increased offer there is no conspiracy or under hand plottings and is far from ideal but the situation is not the fault of either party making offers as far as I know so one has to look at it with fresh eyes once we know what is decided. No point crying over spilt milk it has happened and the way the former Chairman has stepped down from his other role under pressure(which I think is also under financial pressure but I have not looked)is potentially indicative of the financial crisis here. (and for that matters ITOG which went from 100m or more to zero and delisted all be it in difficult times for the oil price, but no point in raking over old ground.) What value market cap would you give aaog if they got theirs costs back on track got a licence extension and undertook a controlled drill which produced flow rates for a CPR and then started producing oil. I would suggest more than £1m which is where it was a few days back. Not unreasonable to think it would 5 bag and then more if they can get the oil out of the ground. But all pure supposition for now.
31/12/2019
11:58
tomboyb: Anglo African Oil & Gas PLC Proposal from Jub Capital 31/12/2019 11:51am UK Regulatory (RNS & others) Anglo African Oil & Gas (LSE:AAOG) Intraday Stock Chart Today : Tuesday 31 December 2019 Click Here for more Anglo African Oil & Gas Charts. TIDMAAOG RNS Number : 4357Y Anglo African Oil & Gas PLC 31 December 2019 THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). Anglo African Oil & Gas plc ("AAOG" or "the Company") Proposal from Jub Capital AAOG confirms that is has received a proposal (the "Jub Proposal") from Jub Capital Ltd ("Jub") that envisages the following: -- Acquisition by Jub of the ordinary shares in the capital of the Company (the "Ordinary Shares") currently held by RiverFort and its associates at a price of 1p per Ordinary Share (the "Issue Price") with a substantial part of the proceeds of that acquisition returned to the Company pursuant to the terms of the Investor Sharing Agreement with RiverFort; -- Subscription for new Ordinary Shares at the Issue Price giving proceeds of approximately GBP300,000 to the Company (the "Subscription Proceeds"). Each new Ordinary Share would have a number of warrants attached exercisable within the next two years at 1.5p per new Ordinary Share to be issued; -- The resignation of Phil Beck, James Cane and Nick Butler from the board of the Company but implying the retention of Sarah Cope and Brian Moritz on the board; -- The appointment of Alex MacDonald and Matt Thompson as directors; and -- The withdrawal of the resolutions giving effect to the SPA agreed with Zenith Energy and the proposed RiverFort Financing as announced on 27 December 2019. Oxford Energy Ltd (a company controlled by Matt Thompson) has written a letter of support which presumes the provision of a $5m loan to the Company on indeterminate terms and subject to certain unspecified conditions. The Company is informed that this loan would be secured over 100% of the shares in AAOG Congo, the Company's wholly owned subsidiary in Congo which holds the 56% interest in the Tilapia licence, and is likely to be repayable upon receipt of monies from SNPC. However, Jub envisages only drawing down on this loan in the event that a new licence is granted over the Tilapia oil field. The Jub Proposal was received at around 5.30 p.m. last night. Richard Jennings of Align Research has identified himself as the "architect behind the proposal" and told the Company at 6 p.m. last night of his intention to release details of the Jub Proposal to the market today. Accordingly, the directors have considered the Jub Proposal carefully overnight and discussed certain aspects with Jub and Messrs Thompson, MacDonald and Jennings this morning. However, the Company has unanswered questions that require resolution before the board can make a fair assessment regarding the Jub Proposal. In particular, the board makes the following initial observations: -- The Jub Proposal does not articulate on what terms or what conditions the loan from Oxford Energy shall be made available. The Company has not yet established the bona fides of Oxford Energy. -- The Jub Proposal does not outline how the new management team anticipate unlocking value from the Tilapia field for shareholders. -- The Jub Proposal contains a number of conditions precedent that are not in the Company's gift - namely, the withdrawal of the resolutions to give effect to the Zenith transaction and the sale of the Ordinary Shares by RiverFort. The board will consider the Jub Proposal in good faith once the above issues and queries are addressed. In the meantime, the board continues to negotiate the terms of the RiverFort Financing referred to in the announcement of 27 December and which will be subject to the approval of shareholders at the general meeting called for 13 January 2020. The Company anticipates making a further announcement in this regard in due course. Enquiries: Anglo African Oil & Gas plc info@aaog.com James Cane, Interim Chief Executive and Finance Director finnCap Ltd (Nominated Adviser) Tel: +44 20 7220 0500 Christopher Raggett, Giles Rolls, Teddy Whiley (Corporate Finance) Camille Gochez (ECM) 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 rns@lseg.com or visit www.rns.com. END MSCCKDDQDBDDCBN (END) Dow Jones Newswires December 31, 2019 06:51 ET (11:51 GMT)
24/12/2019
15:06
seagreen: Of course maybe the key if possible is to obtain a lien or legal charge against the ATOG asset as that would stop them financing ATOG and give AAOG a potential deferred asset until due process...no doubt highly difficult and one would have to get independant lawyers who had nowt to do with AAOG or ATOG. Good question I wonder how ATOG will finance their deal or indeed ever manage to take it public .....certainly they should be paying their debts to AAOG or should be wound up perhaps? Another suggestion I would be so bold to suggest is that a return to the good old art of corporate broking if there is a workable solution is for someone to privately place Milton's shareholding in one block to a holder who wishes to proceed with attempting to turn round this company as even 12% of the current company is not a lot of money even f a premium was required...should Gervais want out out. Likewise this would have the knock on effect of increasing the monthly investment funds into the company by the structured finance company if the share price improved or indeed buy the deal out and place the shares in one block... Time people started thinking out of the box with their brains and not their back pockets!.. (Quite and totally astonished the directors have not deferred their salaries as they caused the mess but there is no honour amongst thieves any more)
16/12/2019
10:54
seagreen: Ianio...sorry for you it is a shocking state of affairs...the board used to be policed better and people trusted posters or knew who were the real villains on ADVFN. It is utter nonsense to make Calne interim CEO as he was the CFO on watch when these "illegal" payments were made on the "DD" over the Tunisian asset and either approved them or there has been fraud committed by the previous Chairman and/or CEO or he was lied too by the aforementioned. He is also or was the CFO of Sefton's other AIM company and a private vehicle. There has been a whisper that funds have gone missing or are unexplained in the overseas subsidiary for a while and the auditors in England were or are investigating. This may be untrue or if true connected unless there is more to come out. There is a lot of activity on Companies house for ATOG including Sefton's recent resignation as a Director it is now Berwick who is running the show it appears. It simply does not wash or sit easily with me that AAOG have behaved in a corporately responsible manner over their involvement and DD with the asset in Tunisia that became ATOG. The initial funds were used to do DD were those of AAOG's. Whilst I can see the logic (if true) that AAOG could not subsequently raise the funds (if true why did they ever waste the company money in the first place if that was the case) and could not ultimately afford the purchase price of the asset (or if true the other shareholders were against it) they clearly tried to keep the subsequent transaction under the table and hide it from the proper authorities. If it was carried out at arms length in a proper manner then there would have been no need for such subversive activities and there needs to be a proper investigation and a forensic audit of this company and its subsidiaries. The Directors in question as argued here in depth previously are potentially guilty of a conflict of interest which can lead to criminal proceedings. In common law you can not commit an act of crime be it theft or simple fraud and then become innocent by making a repayment of "misappropriated or misused funds". The 3 main board Directors are prime facie complicit in these actions and should be investigated and potentially prosecuted if found guilty. By definition the Non Executive Directors at the same time (one has many connections with Sefton) must look themselves in the mirror and decide whether they had the rug pulled over their eyes or in fact they were or should have been aware of such activities and whether they acted correctly according to their fiduciary responsibilities. I personally have respect for Sarah and she has been handed a poison chalice and is doing her level best to fire fight and bring the situation under control and is no doubt acting with the appropriate authorities as she was a qualified executive in her previous role. (She was well regarded and is why I suspect Fincap may have brought her in). I suspect the other one along term acquaintance of Mr Sefton and previous Non executive of his companies is probably deeply embarrassed as well. However, both should have been able to rely on the auditors who have prime facie let the shareholders down and probably have also been lied to. In fact it looks like everyone has been lied to. The audacity of Mr Sefton, Berwick and Calne in the 21st century is quite remarkable and one could argue that any "repayments" of costs incurred by AAOG are in fact being repaid by redundancy payments that AAOG have paid Mr Sefton (£200k circa) and no doubt will be paid to Mr Berwick (£200k circa). These individuals are prime facie guilty of breaking the companies act of 2006 section 175 through 177 or at the very least need investigating and how Mr Sefton had the balls to accept his redundancy/resignation payment beggars belief. I trust Mr Berwick has marginally higher scruples If/When as he surely must the CFO (acting CEO sick) resigns from his untenable position if he accepts anything then all accountants might as well resign from the Institute of Chartered Accountants. Any such amounts paid shareholders should demand repayment of and the bonus payments of last year be repaid. LAst year's accounts need to be restated as well as previously stated. For ease of reference to avoid any doubt here are the appropriate sections from the companies act 2006 that were referred to earlier in the year 175 Duty to avoid conflicts of interest (1)A director of a company must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company. (2)This applies in particular to the exploitation of any property, information or opportunity (and it is immaterial whether the company could take advantage of the property, information or opportunity). (3)This duty does not apply to a conflict of interest arising in relation to a transaction or arrangement with the company. (4)This duty is not infringed— (a)if the situation cannot reasonably be regarded as likely to give rise to a conflict of interest; or (b)if the matter has been authorised by the directors. (5)Authorisation may be given by the directors— (a)where the company is a private company and nothing in the company's constitution invalidates such authorisation, by the matter being proposed to and authorised by the directors; or (b)where the company is a public company and its constitution includes provision enabling the directors to authorise the matter, by the matter being proposed to and authorised by them in accordance with the constitution. (6)The authorisation is effective only if— (a)any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director, and (b)the matter was agreed to without their voting or would have been agreed to if their votes had not been counted. (7)Any reference in this section to a conflict of interest includes a conflict of interest and duty and a conflict of duties. 176 Duty not to accept benefits from third parties (1)A director of a company must not accept a benefit from a third party conferred by reason of— (a)his being a director, or (b)his doing (or not doing) anything as director. (2)A “third party” means a person other than the company, an associated body corporate or a person acting on behalf of the company or an associated body corporate. (3)Benefits received by a director from a person by whom his services (as a director or otherwise) are provided to the company are not regarded as conferred by a third party. (4)This duty is not infringed if the acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest. (5)Any reference in this section to a conflict of interest includes a conflict of interest and duty and a conflict of duties. 177 Duty to declare interest in proposed transaction or arrangement (1)If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, he must declare the nature and extent of that interest to the other directors. (2)The declaration may (but need not) be made— (a)at a meeting of the directors, or (b)by notice to the directors in accordance with— (i)section 184 (notice in writing), or (ii)section 185 (general notice). (3)If a declaration of interest under this section proves to be, or becomes, inaccurate or incomplete, a further declaration must be made. (4)Any declaration required by this section must be made before the company enters into the transaction or arrangement. (5)This section does not require a declaration of an interest of which the director is not aware or where the director is not aware of the transaction or arrangement in question. For this purpose a director is treated as being aware of matters of which he ought reasonably to be aware. (6)A director need not declare an interest— (a)if it cannot reasonably be regarded as likely to give rise to a conflict of interest; (b)if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware); or (c)if, or to the extent that, it concerns terms of his service contract that have been or are to be considered— (i)by a meeting of the directors, or (ii)by a committee of the directors appointed for the purpose under the company's constitution.
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