Wentworth Resources PLC Conclusion to Shareholder Consultation (2489J)
21 Diciembre 2020 - 01:00AM
UK Regulatory
TIDMWEN
RNS Number : 2489J
Wentworth Resources PLC
21 December 2020
PRESS RELEASE 21 December 2020
WENTWORTH RESOURCES PLC
("Wentworth" or the "Company")
Conclusion to Shareholder Consultation following Delisting from
Oslo Børs
Wentworth Resources (AIM: WEN), the independent,
Tanzania-focused natural gas production company, confirms the
following share buyback.
Further to the announcement on 18 December 2020 the Company is
pleased to confirm that it has now entered into a Settlement
Agreement with respect to a buyback of shares from a second
dissenting shareholder which concludes the buyback of shares
subject to Dissent Rights. As previously notified following the
Company's delisting from the Oslo Børs, the Company notified the
market via an RNS announcement dated 1 November 2018 that certain
shareholders had exercised their Dissent Rights under Canadian law
(the "Dissenting Shareholders") which required the Company to buy
back their equity holdings at fair value. The Company has agreed
fair value with a second shareholder and has entered into a second
Settlement Agreement with the Dissenting Shareholder to purchase a
further 236,452 ordinary shares in the capital of the Company at
NOK 2.91 (US$0.34) per ordinary share less all dividend payments
made in respect of those shares whilst negotiations were ongoing.
The total cost to the Company in respect of this second buyback is
NOK 648,931 (US$75,437).
The Company has previously disclosed these Dissent Rights and
all sums in relation to the exercise of the Dissent Rights are
fully provided for in its audited financial accounts. The Company
has also previously notified the market that the ordinary shares
held by the Dissenting Shareholders are not included in the
Company's total voting rights due to those shares being deemed
transferred to the Company on 26 October 2018.
At the time of the Continuance, the Company also received notice
of Dissent Rights exercised over a further 1,390,000 ordinary
shares (the "Disputed Shares") in addition to the two confirmed
buybacks. However, the Dissenting Shareholder who holds the
Disputed Shares has acted in a way that is inconsistent with the
exercise of Dissent Rights and therefore the Company no longer
considers the Disputed Shares to be subject to Dissent Rights. The
Company is not in negotiations with the owner of the Disputed
Shares to buy back those ordinary shares and has informed the owner
of the Disputed Shares that they must seek redress through the
Canadian Courts pursuant to the Alberta Business Corporations Act.
Following this determination, the Company considers the Disputed
Shares to be ordinary shares carrying all rights and obligations
attached to an ordinary share issued by the Company and as such,
there are no further Dissenting Shareholders.
Total Voting Rights
Following the buyback of shares announced on 18 December 2020
from the first Dissenting Shareholder and the buyback of shares
announced herein, the Company will officially cancel a total of
939,326 ordinary shares as soon as those shares are dematerialised
out of CREST. As previously announced these shares were deemed to
have been transferred to the Company on 26 October 2018 (along with
the 1,390,000 Disputed Shares held by the final Dissenting
Shareholder and as set out above) and were considered to no longer
hold any voting rights in the Company. As the Disputed Shares are
now considered to have lost their Dissent Rights, the Disputed
Shares are considered to have full rights attached to them,
including voting rights, and accordingly the Disputed Shares are
included in the Company's Total Voting Rights.
Accordingly, the Company confirms that in conformity with the
FCA's Disclosure Guidance and Transparency Rules, the total number
of voting rights in Wentworth Resources plc as at 21 December 2020
is 185,549,139.
This figure for the total number of voting rights may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
- ENDS -
Enquiries: Katherine Roe, katherine.roe@wentplc.com
Chief Executive Officer +44 (0) 7841 087 230
Wentworth
AIM Nominated Adviser &
Joint Broker
Callum Stewart
Ashton Clanfield
Stifel Nicolaus Europe Limited Simon Mensley +44 (0) 20 7710 7600
Joint Broker
Richard Crichton
Peel Hunt LLP Alexander Allen +44 (0) 20 7418 8900
Communications Adviser
Sara Powell
FTI Ben Brewerton +44 (0) 20 3727 1000
This announcement does not contain inside information.
About Wentworth Resources
Wentworth Resources plc (AIM-listed: WEN) is a leading, domestic
natural gas producer in Tanzania with a core producing asset at
Mnazi Bay in the onshore Rovuma Basin in Southern Tanzania.
The power demand base in-country is growing and with an
ambitious universal energy access target set by the Government for
2030, Wentworth has a vital role to play in increasing access by
ensuring a reliable, affordable and growing supply of natural gas
into the local market.
In 2019, Wentworth launched its dividend policy and remains
committed to responsible growth that maintains returns for
shareholders.
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END
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