viewCadogan Petroleum Plc

Cadogan Petroleum Plc - General Meeting


Press Release                                                                                                                                        21 October, 2019

This  announcement contains inside information as defined under the Market Abuse Regulations  n. 596/2014

Cadogan Petroleum Plc

(“Cadogan” or the “Company”)

Mailing of notice of general meeting

Further to the announcements made on and , (“Cadogan”), an independent, diversified oil & gas company listed on the Main Market of the , hereby confirms that it has today mailed to the Company’s shareholders a notice of general meeting with respect to the matters that were the subject of the notice of requisition provided to the Company in accordance with Section 303 of the Companies Act 2006.30 September 20192 October 2019Cadogan Petroleum plcLondon Stock Exchange

The notice of general meeting is accompanied by the members’ statement of the requisitioning shareholders and also the Company’s response in relation thereto. These documents, together with the relevant proxy form are also available for download from the Investor Centre section on the Company’s website .www.cadoganpetroleum.com

The general meeting will be held on Friday at at the offices of . 6 Floor, , EC3V 0HR.15 November 201910.00 amShakespeare Martineau LLP60 Gracechurch StreetLondon

(which term excludes only for the purposes of this RNS and the Company’s response to the members’ statement made by the shareholders who sent the requisition notice, one of whom was himself) fundamentally and unanimously disagree with the substantive points made by the requisitioning shareholders in the members’ statement which has been published (in full and unedited) by the Company and which accompanies this notice of general meeting. The Board unanimously recommends that shareholders vote against all of the proposed resolutions.The Board of the CompanyMichel MeeusMichel Meeus

The requisitioning shareholders allege that the Company has continuously underperformed, however since 2011 the Company has actually successfully undertaken a comprehensive operational and financial turn-around. The Company has now returned to profit.

The requisitioning shareholders have highlighted the fact that the Company’s share price has not materially improved in recent times. While this is not disputed, the Board is of the view that the underlying reasons why the Company’s share price has not improved in line with the Company’s recent positive performance are not the result of the wrong decisions having been taken by the Board. The Board’s strategy for the Company in recent years has been to focus on the longer-term fundamentals, taking a prudent approach which is based on production and which is both sustainable and does not put assets at risk unduly.

Furthermore, the Board disputes the assertion by the requisitioning shareholders that the Company’s share price has underperformed its peers or the key sector indices (which are considered to be the AIM E&P index).

The Board remains of the view that the extension of the Proger convertible loan was in the best interests of the Company. It was unanimously approved by all Directors, including . If the loan is, with the approval of Cadogan's shareholders, converted, it represents an opportunity to share in the attractive growth of an enterprise which is well managed and active in sectors beyond just the oil & gas industry, which has the benefit of diversifying the Company’s risk profile. The fair market value of the stake in Proger into which the loan would convert had appreciated by approximately in the period from to (see Note 12 to the Company’s Condensed Financial Statements for the six months ended ). Alternatively, if the loan is not converted, it will attract interest at a good rate (being 450 bps higher than that which is paid by Italian government bonds of comparable maturity).Mr Meeus$4.8 million26 February 201930 June 201930 June 2019

The Board is also optimistic that Cadogan will benefit from synergies and other opportunities for cooperation with Proger in and outside of , particularly if the loan is converted.Ukraine

The Board questions the motives and timing of the requisitioning shareholders' actions. The requisitioning shareholders voted at the Company's AGM in June in favour of the re-election of Messrs Testa and Schenato, whom they are now seeking to remove.

While the Company recognises that periodical change at the Board level is an essential element of good governance, it is difficult for the Board to view the requisitioning of the general meeting and proposal by these shareholders to remove two directors and appoint three others as anything other than an attempt to take control of the Company (including the process of appointing a new CEO) without going to the expense of making a general offer that would enable the rest of the shareholders of the Company to tender their shares at a fair price (i.e. a premium to the current market price).

Despite seeking control of the Board, the requisitioning shareholders have not provided any information to either the Board, or to the rest of the shareholders with respect to the strategy that they would implement for the Company, were they to secure that control.

Messrs Testa and Schenato have served the Company well. They have relevant experience in the industry, whereas the proposed new appointees to the Board have no experience in oil & gas operations.

This Announcement has been issued by, and is the sole responsibility of, the Company.

For further information, please contact:

Guido Michelotti         Chief Executive Officer         +380 (44) 594 5870

Ben Harber               Company Secretary               +44 0207 264 4366

Cantor Fitzgerald Europe Broker to 

David Porter                                             +44 (0) 20 7894 7000Cadogan Petroleum plcCadogan Petroleum plc

Quick facts: Cadogan Petroleum Plc

Price: 2.35

Market: LSE
Market Cap: £5.54 m

Create your account: sign up and get ahead on news and events


The Company is a publisher. You understand and agree that no content published on the Site constitutes a recommendation that any particular security, portfolio of securities, transaction, or investment strategy is...



Morning Report: Iofina expecting record year-end production

Headlines from the Proactive UK newsroom. Iofina (LON:IOF) expects the iodine price will continue to rise in 2020 after a 20% rise in 2019. Production of iodine over the year will also likely be a record said the extraction specialist with a fifth plant expected to come onstream in Oklahoma...

on 20/12/19