Wentworth Resources Ltd Wentworth Resources Limited : Posting Of Shareholder Materials And Proposed Director Appointments

 
TIDMWRL 
 
 
 
 
 
 
   PRESS RELEASE 
 
   22 August 2018 
 
   WENTWORTH RESOURCES LIMITED 
 
   ("Wentworth" or the "Company") 
 
   Posting of Shareholder Materials and Proposed Director Appointments 
 
   Wentworth, the Oslo Børs (OSE: WRL) and AIM (AIM: WRL) listed 
independent, East Africa-focused oil & gas company, announces that it 
has today published a Notice of Special Meeting of Shareholders, a 
Management Information Circular and Proxy Forms (the "Shareholder 
Materials") on its website (www.wentworthresources.com) and on NewsWeb 
(www.newsweb.oslobors.no/). 
 
   The Shareholder Materials relate to resolutions for the proposed 
re-domiciliation of Wentworth from Alberta, Canada to Jersey (the 
"Continuance"), the proposed de-listing of Wentworth from the Oslo 
Børs (the "Delisting"), as well as certain related share authority 
and other resolutions. 
 
   The Shareholder Materials further note the proposed appointment to the 
Board of Katherine Roe, Wentworth's Chief Financial Offer, as an 
executive director, and Iain McLaren and Tim Bushell as independent 
Non-Executive Directors of the Company (the "Proposed Directors"), 
immediately following, and conditional upon, the completion of the 
Continuance. 
 
   Background 
 
   On 16 November 2017, the Company announced that it was undertaking a 
restructuring process to better align its corporate and management 
structures with its shareholders and asset base in Africa. At the time, 
Wentworth was incorporated under the laws of the Province of Alberta, 
Canada, with a Canada based executive management team, assets in East 
Africa and stock market listings in both Norway and the UK. This led to 
a disproportionate amount of management time, effort and cost incurred 
dealing with the practical consequences of a multi-jurisdictional group 
structure and dual-listing, compared to peer Exploration & Production 
companies of a similar size. 
 
   The primary rationale for the proposed Continuance and Delisting 
included the need for: 
 
 
   -- a UK based executive management team; 
 
   -- increased management efficiencies and reduction in corporate complexity; 
 
   -- reduction in certain operational and regulatory burdens and overhead / 
      compliance costs; 
 
   -- improved access to the Company's institutional investors; 
 
   -- closer proximity and to be in the same general time zone to the Company's 
      asset base; 
 
   -- direct access to the London M&A and A&D markets; 
 
   -- established E&P sector research coverage in London; and 
 
   -- a simpler transactional platform for both organic and inorganic growth 
      initiatives. 
 
 
 
   The first step in addressing these transitional issues was the 
appointment of a UK based executive management team in Eskil Jersing as 
Chief Executive Officer and Katherine Roe as Chief Financial Officer to 
take the Company forward, which were announced on 15 January 2018 and 28 
March 2018 respectively. 
 
   Continuance 
 
   The Continuance is expected to provide the Company with a number of 
benefits, including: 
 
 
   -- a reduction in the time and costs associated with international travel 
      required to hold meetings of the Board and manage the Company's assets 
      and maintain relationships with its JV partners, as Jersey is more 
      conveniently located in relation to the Company's operations than Canada; 
 
   -- in the event the Company were to pay dividends, Canadian withholding tax 
      applicable to dividends paid to Shareholders outside Canada will be 
      eliminated; 
 
   -- with no commercial connections to Canada, there is no reason for the 
      Company to be domiciled in Canada and subject to Canadian income and 
      capital gains taxes or for it to bear the compliance costs associated 
      with being a Canadian company; and 
 
   -- being subject to a UK corporate governance regime and the City Code on 
      Takeovers and Mergers is expected to make the Company more attractive to 
      UK institutional investors. 
 
 
 
   Save for the appointment by the board of directors of the Proposed 
Directors whose appointment is conditional upon the completion of the 
Continuance, the Board, current executive management and voting controls 
of the Company are expected to remain unchanged. 
 
   As part of the Continuance, the Company's name will change to "Wentworth 
Resources Plc". 
 
   The Delisting 
 
   The Company has been listed on the Oslo Børs since 2005 and AIM 
since October 2011. The Board has, over time, monitored the benefits of 
having a dual-listing and is now of the view that the benefits of being 
listed on the Oslo Børs, in addition to the listing on AIM, no 
longer outweigh the costs and additional regulatory burdens. 
 
   At present, the Company is required to comply with both the Norwegian 
rules applicable to companies listed on the Oslo Børs and the AIM 
Rules for Companies, which differ in certain areas and accordingly 
impose additional regulatory burdens and increased compliance costs. 
These would be avoided if the Delisting were approved. The Directors 
conversely believe that the AIM listing has enhanced and will further 
enhance Shareholder value by allowing the Company and Shareholders to 
benefit from the presence of an established E&P research sector and 
improved access to UK institutional and retail investors. Additionally, 
the market for small cap E&P companies with international assets beyond 
the North Sea is significantly more developed on AIM, when compared to 
the Oslo Stock Exchange. 
 
   The Directors believe that given the Company's size, stage of 
development and strategy, it is more appropriate and beneficial for it 
to continue to be listed on AIM rather than on the Oslo Børs. 
 
   Directors 
 
   Immediately following the Continuance (and conditional upon the 
completion of the Continuance) it is intended that the Proposed 
Directors shall be appointed by the board of directors as described 
above. 
 
   Ms. Katherine Roe 
 
   Katherine has been Vice President Corporate Development & Investor 
Relations for the Company since 2014 and has 19 years of senior 
corporate and capital markets experience. Prior to joining Wentworth, 
Katherine spent 11 years at Panmure Gordon having moved from Morgan 
Stanley's investment banking division. She is currently an independent 
Non-Executive Director of Faroe Petroleum plc, where she will take over 
the role of Audit Chair in 2019. 
 
   Mr. Iain McLaren 
 
   Mr. McLaren has significant experience in the oil and gas sector with 
deep experience as Audit committee chair. He is currently a 
Non-Executive Director of Jadestone Energy Inc. and until May 2018 was 
Senior Independent Director and Chair of the Audit Committee for Cairn 
Energy plc. He is currently Chairman of F&C UK High Income Trust plc as 
well as the director of four investment trust Companies. He is a past 
President of the Institute of Chartered Accountants of Scotland and was 
a partner of KPMG for 28 years until 2008. 
 
   Mr. Tim Bushell 
 
   Mr. Bushell is a qualified geologist with more than 30 years' experience 
in the oil and gas industry. He has worked at British Gas, Ultramar, 
LASMO, and Paladin Resources. Most recently Tim was Chief Executive 
Officer at Falkland Oil and Gas Limited and Director/co-founder of Core 
Energy AS. He is currently serving as a Non-Executive Director on the 
Board of Rockhopper Exploration PLC, Genel Energy plc and Petro Matad 
Limited and as a Director of Point Resources AS and Redrock Energy 
Limited. 
 
   The appointment of the Proposed Directors by the board of directors will 
add significant financial, technical and operational experience to the 
Board, providing a stronger platform to execute on its strategic 
aspirations. 
 
   Timetable of Events (UK time) 
 
 
 
 
Publication of the Information Circular and accompanying        22 August 2018 
 Shareholder Materials 
Record Date for mailing to Shareholders and to vote             21 August 2018 
 at the Special Meeting 
Mailing of proxy-related-materials to Shareholders              22 August 2018 
Latest time and date for receipt of VPS Interest Holders'        10.00 a.m. on 
 completed VPS Forms of Proxy for the Special Meeting             26 September 
                                                                          2018 
Latest time and date for receipt of DI Holders' completed        10.00 a.m. on 
 Forms of Direction and receipt of electronic proxy               27 September 
 appointments via the CREST system for the Special                        2018 
 Meeting 
Latest time and date for receipt of Registered Shareholders'     10.00 a.m. on 
 completed Forms of Proxy for the Special Meeting                 28 September 
                                                                          2018 
Date and time of Special Meeting                                 10.00 a.m. on 
                                                                     2 October 
                                                                          2018 
Announcement of results of Special Meeting                      2 October 2018 
Continuance expected to take effect                               October 2018 
 
 
   -Ends- 
 
 
 
 
Enquiries: 
                Eskil Jersing,                          [e-mail] 
Wentworth        Chief Executive Officer                          [phone] 
 
                Katherine Roe,                          [e-mail] 
                 Chief Financial Officer                          [phone] 
Stifel 
 Nicolaus       AIM Nominated Adviser and Broker (UK) 
 Europe          Callum Stewart 
 Limited         Ashton Clanfield                                       [phone] 
                Broker (UK) 
                 Richard Crichton 
Peel Hunt LLP    Ross Allister                                          [phone] 
FTI Consulting  Investor Relations Adviser (UK)         [e-mail] 

                 Sara Powell                             [phone] 
                 Kim Camilleri 
 
 
   About Wentworth 
 
   Wentworth is a publicly traded (OSE: WRL, AIM: WRL), independent oil & 
gas company with: natural gas production; exploration and appraisal 
opportunities; all in the Rovuma Delta Basin of coastal southern 
Tanzania and northern Mozambique. 
 
   Inside Information 
 
   The information contained within this announcement is deemed by 
Wentworth to constitute inside information as stipulated under the 
Market Abuse Regulation (EU) no. 596/2014 ("MAR"). On the publication of 
this announcement via a Regulatory Information Service ("RIS"), this 
inside information is now considered to be in the public domain. 
 
   Cautionary note regarding forward-looking statements 
 
   This press release may contain certain forward-looking information. The 
words "expect", "anticipate", believe", "estimate", "may", "will", 
"should", "intend", "forecast", "plan", and similar expressions are used 
to identify forward looking information. 
 
   The forward-looking statements contained in this press release are based 
on management's beliefs, estimates and opinions on the date the 
statements are made in light of management's experience, current 
conditions and expected future development in the areas in which 
Wentworth is currently active and other factors management believes are 
appropriate in the circumstances. Wentworth undertakes no obligation to 
update publicly or revise any forward-looking statements or information, 
whether as a result of new information, future events or otherwise, 
unless required by applicable law. 
 
   Readers are cautioned not to place undue reliance on forward-looking 
information. By their nature, forward-looking statements are subject to 
numerous assumptions, risks and uncertainties that contribute to the 
possibility that the predicted outcome will not occur, including some of 
which are beyond Wentworth's control. These assumptions and risks 
include, but are not limited to: the risks associated with the oil and 
gas industry in general such as operational risks in exploration, 
development and production, delays or changes in plans with respect to 
exploration or development projects or capital expenditures, the 
imprecision of resource and reserve estimates, assumptions regarding the 
timing and costs relating to production and development as well as the 
availability and price of labour and equipment, volatility of and 
assumptions regarding commodity prices and exchange rates, marketing and 
transportation risks, environmental risks, competition, the ability to 
access sufficient capital from internal and external sources and changes 
in applicable law. Additionally, there are economic, political, social 
and other risks inherent in carrying on business in Tanzania and 
Mozambique. There can be no assurance that forward-looking statements 
will prove to be accurate as actual results and future events could vary 
or differ materially from those anticipated in such statements. See 
Wentworth's Management's Discussion and Analysis for the period ended 30 
June 2018, available on Wentworth's website, for further description of 
the risks and uncertainties associated with Wentworth's business. 
 
   Notice 
 
 
 
   Neither the Oslo Børs nor the AIM Market of the London Stock 
Exchange has reviewed this press release and neither accepts 
responsibility for the adequacy or accuracy of this press release. 
 
   This information is subject of the disclosure requirements pursuant to 
section 5-12 of the Norwegian Securities Trading Act. 
 
   Information Circular: http://hugin.info/136496/R/2212338/862472.pdf 
   Notice of Meeting and Access 
http://hugin.info/136496/R/2212338/862471.PDF 
   180822 Press Release: http://hugin.info/136496/R/2212338/862476.pdf 
   Forms of Proxy and Direction: 
http://hugin.info/136496/R/2212338/862475.pdf 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Wentworth Resources Limited via Globenewswire 
 
 
  http://www.wentworthresources.com/ 
 

(END) Dow Jones Newswires

August 22, 2018 10:31 ET (14:31 GMT)

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