TIDMMOIL
RNS Number : 3153D
Madagascar Oil Limited
23 October 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN
23 October 2015
MADAGASCAR OIL LIMITED
("Madagascar Oil" or the "Company")
Notice of AGM
Madagascar Oil (AIM:MOIL) is pleased to announce that it has
today posted to shareholders of the Company notice of the Company's
Annual General Meeting (the "Notice")(the "AGM"), to be held at the
offices of Watson Farley & Williams, 15 Appold Street, London,
EC2A 2HB at 2.00 p.m. on 17 November 2015.
Complete details of the resolutions are set out in the Notice,
which is attached in full as Appendix 1 to this announcement, and
an electronic copy of the Notice is available on the Company's
website www.madagascaroil.com.
Contact Information:
Robert Estill - Chief Executive
Officer
Stewart Ahmed - Chief Operating
Officer
Gordon Stein - Chief Financial +44 (0) 20 3356
Officer 2731
Strand Hanson Limited - Nominated
& Financial Adviser
Stuart Faulkner
Angela Hallett +44 (0) 20 7409
James Dance 3494
Jefferies International Limited +44 (0) 20 7029
- Strategic Advisor 8102
Richard Kent +44 (0) 20 7029
Nima Mehdian 8105
VSA Capital Limited - Joint broker
Andrew Monk
Andrew Raca +44 (0) 20 3005
Justin McKeegan 5000
Mirabaud Securities LLP - Joint
broker +44 (0) 20 7878
Rory Scott 3360
Camarco - PR
Billy Clegg +44 (0) 20 3757
Georgia Mann 4980
LETTER FROM THE CHAIRMAN
MADAGASCAR OIL LIMITED
(an exempted company
incorporated in Bermuda
and bearing registration number 37901)
Directors: Registered Office:
Robert Eugene Estill (Chief Executive Officer) Canon's Court
Andrew James Morris (Non-Executive Chairman) 22 Victoria
Street
Michael Duginski (Non-Executive Director) Hamilton HM12
Stephen McCaughan Hope (Non-Executive Director) Bermuda
John Alexander (Iain) Patrick (Senior Independent Director,
Non-Executive Director)
Peter Henry Godfrey (Non-Executive Director)
23 October 2015
NOTICE OF ANNUAL GENERAL MEETING
To Shareholders and, for information purposes only, the holders
of options over common shares in the Company
Dear Shareholder
1 introduction
The Board of Directors of the Company (the "Board") would like
to take this opportunity to provide you with notice of the 2015
Annual General Meeting (the "AGM") of Madagascar Oil Limited (the
"Company").
The AGM will be held in London, UK on Tuesday 17 November, 2015
at the offices of Watson Farley & Williams LLP, 15 Appold
Street, London, EC2A 2HB at 2.00 p.m. (UK time).
Shareholders of the Company are invited to attend and vote at
the AGM.
2 RESOLUTIONS
The resolutions to be proposed at the AGM are set out in full in
the notice of the AGM (the "Notice") attached to this document.
The ordinary resolutions to be proposed at the AGM are to:
(a) re-elect Robert Eugene Estill who retires in accordance with
Bye-Law 25.1 of the Bye-Laws of the Company and offers himself for
re-election so as to serve until the close of the Company's next
Annual General Meeting;
(b) re-elect Andrew James Morris who retires in accordance with
Bye-Law 25.1 of the Bye-Laws of the Company and offers himself for
re-election so as to serve until the close of the Company's next
Annual General Meeting;
(c) re-elect Michael Duginski who retires in accordance with
Bye-Law 25.1 of the Bye-Laws of the Company and offers himself for
re-election so as to serve until the close of the Company's next
Annual General Meeting;
(d) re-elect Stephen McCaughan Hope who retires in accordance
with Bye-Law 25.1 of the Bye-Laws of the Company and offers himself
for re-election so as to serve until the close of the Company's
next Annual General Meeting;
(e) re-elect John Alexander (Iain) Patrick who retires in
accordance with Bye-Law 25.1 of the Bye-Laws of the Company and
offers himself for re-election so as to serve until the close of
the Company's next Annual General Meeting;
(f) re-elect Peter Henry Godfrey who retires in accordance with
Bye-Law 25.1 of the Bye-Laws of the Company and offers himself for
re-election so as to serve until the close of the Company's next
Annual General Meeting; and
(g) re-appoint PwC LLP as the Company's auditors to serve until
the Company's next Annual General Meeting or until its successor is
appointed, and to authorise the Directors to determine their
remuneration.
Pursuant to Bye-Law 25.1 and 25.6 of the Bye-Laws of the Company
each Director is required to retire from office at the AGM and will
be eligible for re-election, and therefore each of the Directors is
offering himself for re-election.
The ordinary resolutions require, on a poll, the approval of
over 50% of the votes cast by Shareholders in attendance at the AGM
(whether in person or by proxy) to be validly passed.
The special resolution to be proposed at the AGM is to:
(h) (as a special resolution) in substitution for all existing
authorities required under Bye-Law 6 of the Bye-Laws of the
Company, grant the Directors of the Company the authority to allot
and issue Equity Securities (as such term is defined in the
Bye-Laws of the Company), as if pre-emption rights did not apply to
any allotment and issuance, of up to an aggregate nominal or par
value of US$65,208 pursuant to Bye-Law 7 of the Bye-Laws of the
Company.
Further information on the resolution to waive pre-emption
rights (referred to in paragraph 2(h) above) is set out in
paragraph 4 below.
The special resolution requires, on a poll, the approval of at
least 75% of the votes cast by Shareholders in attendance at the
AGM (whether in person or by proxy) to be validly passed.
3 financial statements
The audited financial statements for the financial year ended 31
December 2014 will be presented to Shareholders at the AGM.
A copy of the audited financial statements is contained within
the Company's 2014 Annual Report which is available on the
Company's website.
No resolution is required to be moved in respect of this
item.
Shareholders will be given a reasonable opportunity at the AGM
to ask questions and make comments on the audited financial
statements and on the business, operations and management of the
Company.
4 WAIVER OF PRE-EMPTION RIGHTS
Pursuant to Bye-Law 5.1 of the Bye-Laws of the Company, the
Directors of the Company have the authority to allot the unissued
share capital of the Company to any such person, at such times and
for such consideration and upon such terms and conditions as the
Board may determine. This authority is subject to certain
pre-emption rights as outlined in Bye-Law 6.
It is proposed that the Directors be empowered to allot Equity
Securities (within the meaning of Bye-Law 6.7.1 of the Bye-Laws of
the Company) in certain circumstances as if pre-emption rights did
not apply including allotments for cash up to an aggregate nominal
value of US$65,208 (such amount being equal to approximately 10% of
the issued share capital of the Company as at the date of the
Notice). This authority will lapse (unless such authority is
previously renewed, varied or revoked by the Company in a general
meeting) on the earlier of the date falling 15 months after the
passing of the resolution and the conclusion of the next annual
general meeting of the Company in 2016.
This authority will give the Company flexibility to raise funds
in the future, and, although currently there are restrictions
within the terms of the Bridge Financing Facility provided by
certain major Shareholders announced on 29 September 2015 (the
"Facility") which require that any amounts raised by an equity
fundraising be applied to repayment of that Facility while it
remains outstanding, the Directors consider this appropriate and in
the best interests of the Company.
5 amendments to the bye-laws
Shareholders will recall that a special resolution to amend the
Bye-Laws, in order to incorporate protocols regarding the treatment
of potential conflicts of interest of Directors, which are
currently contained in the relationship agreements with certain of
the major Shareholders, was proposed at the Company's 2014 Annual
General Meeting (the "2014 AGM"). This resolution was not
approved.
Since the 2014 AGM, discussions have continued with
representatives of the major Shareholders about an appropriate
resolution to amend the Bye-Laws that could be presented at this
2015 AGM, but, unfortunately, we have so far been unable to agree a
form of wording that would garner the support of the requisite 75%
of Shareholders. Having recently secured the Facility, and as
outlined in the Company's Interim results announcement on 30
September 2015, the Board is now fully focused on its stated
objective of securing a strategic partner so that it can progress
its projects in Madagascar. The Board is therefore not proposing
any amendments to the Bye-Laws at this 2015 AGM, but will continue
discussions with the major Shareholders and will update the market
should any progress be made on this matter.
6 ACTION TO BE TAKEN
(MORE TO FOLLOW) Dow Jones Newswires
October 23, 2015 12:00 ET (16:00 GMT)
In accordance with the Bye-Laws of the Company, the Board has
determined that only holders of common shares in the Company
("Shareholders") of record on 23 October 2015 will be entitled to
receive notice of the AGM and only Shareholders of record on 16
November 2015 at 8.00a.m. (UK time) will be entitled to attend and
vote at the AGM. To the extent that a Shareholder has transferred
any common shares of the Company at the date of the AGM, the
Shareholder will be deemed to be acting as proxy for the new holder
of the common shares (as will any proxy appointed by that
Shareholder). Shareholders who are unable to attend the AGM in
person are requested to complete and return the enclosed form of
proxy to the Company's registrars, Computershare Investor Services
(Bermuda) Limited ("Computershare"), c/o The Pavilions, Bridgwater
Road, Bristol, BS99 6ZY, United Kingdom, by 2.00p.m. (UK time) on
15 November 2015 (being 48 hours before the AGM).
Holders of depositary interests ("DI" or "Depositary Interests")
should vote through the CREST voting system by no later than
2.00p.m. on 13 November 2015 or return their form of instruction by
no later than 2.00p.m. on 13 November 2015. Voting will not prevent
a DI holder (or a representative of that holder) from attending the
AGM and voting in person. To attend and vote at the AGM please
contact Computershare by emailing !UKALLDITeam2@computershare.co.uk
no later than 2.00p.m. (UK time) on 13 November 2015.
7 RECOMMENDATION
The Directors consider that the proposed resolutions are in the
best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend (other than
each Director in respect of the resolution to approve his own
re-election) that you vote in favour of the resolutions proposed at
the AGM.
Yours faithfully
Andrew James Morris
Non-Executive Chairman
MADAGASCAR OIL LIMITED
(an exempted company incorporated in Bermuda
and bearing registration number 37901)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2015 Annual General Meeting (the
"AGM") of Madagascar Oil Limited (the "Company") will be held on
Tuesday 17 November 2015 at the offices of Watson Farley &
Williams LLP, 15 Appold Street, London EC2A 2HB at 2.00p.m. (UK
time).
ORDINARY RESOLUTIONS
1 To re-elect Robert Eugene Estill who retires in accordance
with Bye-Law 25.1 of the Bye-Laws of the Company and offers himself
for re-election so as to serve until the close of the Company's
next Annual General Meeting;
2 To re-elect Andrew James Morris who retires in accordance with
Bye-Law 25.1 of the Bye-Laws of the Company and offers himself for
re-election so as to serve until the close of the Company's next
Annual General Meeting;
3 To re-elect Michael Duginski who retires in accordance with
Bye-Law 25.1 of the Bye-Laws of the Company and offers himself for
re-election so as to serve until the close of the Company's next
Annual General Meeting;
4 To re-elect Stephen McCaughan Hope who retires in accordance
with Bye-Law 25.1 of the Bye-Laws of the Company and offers himself
for re-election so as to serve until the close of the Company's
next Annual General Meeting;
5 To re-elect John Alexander (Iain) Patrick who retires in
accordance with Bye-Law 25.1 of the Bye-Laws of the Company and
offers himself for re-election so as to serve until the close of
the Company's next Annual General Meeting;
6 To re-elect Peter Henry Godfrey who retires in accordance with
Bye-Law 25.1 of the Bye-Laws of the Company and offers himself for
re-election so as to serve until the close of the Company's next
Annual General Meeting; and
7 To re-appoint PwC LLP as the Company's auditors to serve until
the Company's next Annual General Meeting or until its successor is
appointed, and to authorise the Directors of the Company to
determine their remuneration.
SPECIAL RESOLUTION
8 In substitution for all existing authorities required under
Bye-Law 6 of the Bye-Laws of the Company, the Directors of the
Company be and are hereby generally authorised and empowered to
allot and issue Equity Securities (within the meaning of Bye-Law
6.7.1 of the Bye-Laws of the Company) for cash pursuant to the
authority in Bye-Law 5.1 of the Bye-Laws of the Company as if
pre-emption rights under the Bye-Laws or otherwise did not apply to
any such allotment and issuance pursuant to Bye-Law 7 of the
Bye-Laws of the Company, provided that this power shall be limited
to the allotment and issuance of Equity Securities:
(a) arising from the exercise of options or warrants or the
conversion of any other convertible securities outstanding at the
date of this resolution; and
(b) other than pursuant to (a) above, for cash up to an
aggregate nominal or par value of US$65,208,
and this power shall, unless previously revoked or varied by a
special resolution of the Company in a general meeting, expire on
the earlier of the date falling 15 months after the passing of this
resolution and the conclusion of the next Annual General Meeting of
the Company in 2016. The Company may, before such expiry, make
offers or agreements which would or might require Equity Securities
to be allotted after such expiry and the Directors are hereby
empowered to allot Equity Securities in pursuance of such offers or
agreements as if the power conferred hereby had not expired.
The audited financial statements for the financial year ended 31
December 2014 will also be presented to Shareholders at the Annual
General Meeting.
By Order of the Board Registered Office:
Canon's Court
22 Victoria Street
Andrew James Morris Hamilton HM 12
Non-Executive Chairman Bermuda
Dated 23 October 2015
1. As a holder of common shares in the Company you are entitled
to appoint a proxy to exercise all or any of your rights to attend,
speak and vote at the AGM. A proxy need not be a shareholder of the
Company.
2. In the case of joint holders, the vote of the person first
named in the register of shareholders tendering a vote will be
accepted to the exclusion of the votes of the other joint
holders.
3. In the case of a holder of common shares in the Company which
is a corporation, the corporation may appoint any person as its
representative to represent it and vote on its behalf by executing
a form of proxy (which must be expressed to be executed by the
corporation and must be executed under its common seal, or signed
on its behalf by a duly authorised attorney or duly authorised
officer of the corporation).
4. To be valid, the form of proxy and any power of attorney or
other authority under which it is signed or a notarially certified
copy of such power or authority must be deposited with the
registrars of the Company, Computershare Investor Services
(Bermuda) Limited, c/o The Pavilions, Bridgwater Road, Bristol,
BS99 6ZY, United Kingdom, by no later than 2.00p.m. (UK time) on 15
November 2015.
5. The completion and return of a proxy card will not affect the
right of a shareholder to attend, speak and vote in person at the
AGM convened by this notice.
6. You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. You may
not appoint more than one proxy to exercise rights attached to any
one share.
7. To direct your proxy how to vote on the resolutions mark the
appropriate box with an "X". To abstain from voting on a
resolution, select the relevant "withheld" box. A vote withheld is
not a vote in law, which means that the vote will not be counted in
the calculation of votes for or against the resolution. If no
voting indication is given, your proxy will vote or abstain from
voting at his or her discretion. Your proxy will vote (or abstain
from voting) as he or she thinks fit in relation to any other
matter which is put before the AGM.
8. Holders of depositary interests ("DI" or "Depositary
Interests") should vote through the CREST voting system no later
than 2.00p.m. (UK time) on 13 November 2015 or return their form of
instruction no later than 2.00p.m. (UK time) on 13 November 2015.
Voting will not prevent a DI holder (or a representative of that
holder) from attending the AGM and voting in person. To attend and
vote at the AGM please contact Computershare by emailing
!UKALLDITeam2@computershare.co.uk no later than 2.00p.m. (UK time)
on 13 November 2015.
In order for instructions made using the CREST voting service to
be valid, the appropriate CREST message (a "CREST Voting
Instruction") must be properly authenticated in accordance with
Euroclear's specifications and must contain the information
required for such instructions, as described in the CREST Manual
(available via www.euroclear.com/CREST). To be effective, the CREST
Voting Instruction must be transmitted so as to be received by the
Company's agent (3RA50) no later than 2.00p.m. (UK time) on 13
November 2015. For this purpose, the time of receipt will be taken
to be the time (as determined by the timestamp applied to the CREST
Voting Instruction by the CREST applications host) from which the
Company's agent is able to retrieve the CREST Voting Instruction by
enquiry to CREST in the manner prescribed by CREST. Holders of
Depositary Interests in CREST and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear
does not make available special procedures in CREST for any
particular messages. Normal system timings and limitations will
therefore apply in relation to the transmission of CREST Voting
(MORE TO FOLLOW) Dow Jones Newswires
October 23, 2015 12:00 ET (16:00 GMT)
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