QOGT Quorum Oil &Gas

 

TIDMQOGT 
 
RNS Number : 7137O 
Quorum Oil and Gas Tech. Fund Ld 
02 July 2010 
 

  Not for release, publication or distribution in, or into, the United States, 
                          Canada, Australia or Japan. 
 
+------------------------------+------------------------------+ 
| Press Release                |                  2 July 2010 | 
+------------------------------+------------------------------+ 
 
 
                   Quorum Oil and Gas Technology Fund Limited 
 
                                 Company Update 
 
Quorum Oil and Gas Technology Fund Limited provides the following update. 
 
Investment Management Arrangements 
 
Background 
 
The Fund announced on 02 June 2010 that it had been made aware of an ongoing 
dispute between the Investment Managers, and that the Independent Directors had 
required the Investment Managers to resolve the dispute to the Fund's 
satisfaction and to demonstrate that they had re-established a proper working 
relationship and could work together constructively in the Fund's best 
interests. 
 
Termination of Original Investment Management Advisory Agreement 
 
Having been given 30 days to remedy the position, the Investment Managers have 
not satisfied the Independent Directors that they have done so. Accordingly the 
Fund has informed the Investment Managers that it has terminated the IMAA with 
effect from 1 July 2010. 
 
Interim Appointment of Sefton Partners LLP as Sole Investment Manager 
 
Pending the appointment of a new investment manager as detailed below, the Fund 
has appointed Sefton Partners LLP ("Sefton Partners") to provide sole 
discretionary investment management services on an interim basis with effect 
from 1 July 2010: 
 
+---------+----------------------------------------------------------+ 
| ·       | Sefton Partners (formerly Quorum European Partners LLP)  | 
|         | was one of the Fund's previous investment managers under | 
|         | the original, now terminated, IMAA;                      | 
+---------+----------------------------------------------------------+ 
| ·       | Exclusive responsibility for the management of Sefton    | 
|         | Partners rests with its managing member, Arch Capital    | 
|         | Partners LLP, whose sole members are David Sefton and    | 
|         | Michael Goffin, who have been involved with the          | 
|         | management of the Fund since its inception in 2008;      | 
+---------+----------------------------------------------------------+ 
| ·       | Under the interim appointment, Sefton Partners will be   | 
|         | entitled to a management fee equivalent to 1.0% of the   | 
|         | Fund's net asset value and will not be entitled to       | 
|         | charge transaction fees on any investments in investee   | 
|         | companies;                                               | 
+---------+----------------------------------------------------------+ 
| ·       | The interim appointment is for a fixed period from 1     | 
|         | July 2010 until the date that Shareholders consider the  | 
|         | appointment of a new investment manager, and may         | 
|         | otherwise be terminated on 1 month's notice;             | 
+---------+----------------------------------------------------------+ 
| ·       | Sefton Partners is authorised and regulated by the       | 
|         | Financial Services Authority.                            | 
+---------+----------------------------------------------------------+ 
 
Proposed Appointment of Arch Capital as Sole Investment Manager 
 
Subject to Shareholder approval, the Fund intends to appoint Arch Capital 
Managers LLP ("Arch Capital") as the Fund's new investment manager, with effect 
from the date of an extraordinary general meeting (the "EGM") which the Board 
expects to convene in August: 
 
+------------------------+----------------------------------------------------------+ 
| ·                      | Arch Capital will be an independent fund manager         | 
|                        | controlled by David Sefton, Michael Goffin and a third   | 
|                        | member, who has 25 years of operational and managerial   | 
|                        | experience in the oil and gas industry and whose         | 
|                        | identity and credentials will be detailed in the         | 
|                        | circular convening the EGM;                              | 
+------------------------+----------------------------------------------------------+ 
| ·                      | Arch Capital will be entitled to an annual management    | 
|                        | fee of 1.5% of the Fund's net asset value, with          | 
|                        | unrealised investments valued at their cumulative        | 
|                        | acquisition cost, adjusted to reflect any write downs.   | 
|                        | This proposed new annual management fee compares with an | 
|                        | annual fee of 2% of the Fund's net asset value charged   | 
|                        | under the previous, now terminated, IMAA;                | 
+------------------------+----------------------------------------------------------+ 
| ·                      | Arch Capital will be entitled under the proposed         | 
|                        | engagement to charge the relevant investee company a     | 
|                        | transaction fee of 3% on investments made by the Fund,   | 
|                        | but such fees will be limited to any investments made in | 
|                        | new investee companies and 50% of such fees will be      | 
|                        | rebated to the Fund. This fee compares with a            | 
|                        | transaction fee of 3% on all investments by the Fund     | 
|                        | under the previous, now terminated, IMAA;                | 
+------------------------+----------------------------------------------------------+ 
| ·                      | The proposed appointment shall be for an initial fixed   | 
|                        | period of 12 months and shall continue thereafter        | 
|                        | subject to termination on 6 months' notice, save that    | 
|                        | the appointment will also be terminable with immediate   | 
|                        | effect on the occurrence of certain events, including on | 
|                        | a winding-up of the Fund;                                | 
+------------------------+----------------------------------------------------------+ 
| ·                      | The appointment of Arch Capital is conditional on the    | 
|                        | necessary regulatory authorisations being in place to    | 
|                        | enable Arch Capital to provide the services required by  | 
|                        | the Fund.                                                | 
+------------------------+----------------------------------------------------------+ 
 
 
Performance Related Remuneration 
 
The existing options to subscribe for shares in the Fund granted to the previous 
investment managers have become immediately exercisable in full on termination 
of the previous, now terminated, IMAA and remain exercisable until the tenth 
anniversary of the grant dates.  No additional performance-related remuneration 
will be put in place for either the interim investment manager or the proposed 
new investment manager. 
 
Costs of Termination of Original IMAA 
 
The original IMAA could be terminated without notice if, among other things, any 
party is in material breach, which breach is not remedied within 30 days of a 
written request to do so. The Fund lodged such a written request on 28 May 2010 
and as stated above, the Independent Directors do not believe that the material 
breach was remedied in the 30 day period to 27 June 2010. 
 
On termination, the fees of the Investment Managers up to the date of the 
termination are payable together with any outstanding expenses. 
 
Investment Strategy 
 
The Board believes that it is appropriate at this stage of the Fund's 
development that the focus should move to achieving successful exits from some 
or all of the current portfolio investments. The Board has therefore directed 
Sefton Partners and will in due course direct Arch Capital that until further 
notice no investments should be made in companies unconnected with existing 
investees, and that any follow-on investments in existing investees should be 
made only where the investment can be shown to add to the potential near to 
medium term realisation value. 
 
Change of Company Name 
 
Subject to Shareholder approval, the name of the Fund will change to the Global 
Oil & Gas Technology Fund Limited, intended to be effective from the date of the 
EGM. 
 
Investee Company Updates 
 
The Fund intends to make a further announcement as soon as possible providing an 
update on the investee companies and an estimate of the Fund's net asset value 
as at 30 June 2010, both based on the analysis of Sefton Partners. 
 
Timetable for EGM 
 
The Board intends that the circular convening the EGM will be despatched in July 
and that the EGM will be held in August. 
 
                                    - Ends - 
 
For further information: 
+----------------------------------------+---------------------+ 
| Corporate Broker                       |                     | 
+----------------------------------------+---------------------+ 
| Numis Securities                       |                     | 
+----------------------------------------+---------------------+ 
| Nathan Brown, Corporate Broking        | Tel: +44 (0)20 7260 | 
|                                        |                1426 | 
+----------------------------------------+---------------------+ 
| n.brown@numiscorp.com                  |                     | 
+----------------------------------------+---------------------+ 
 
Media enquiries: 
+----------------------------------------+-------------------------+ 
| Abchurch                               |                         | 
+----------------------------------------+-------------------------+ 
| Henry Harrison-Topham / Mark Dixon     |         Tel: +44 (0) 20 | 
|                                        |               7398 7729 | 
+----------------------------------------+-------------------------+ 
| mark.dixon@abchurch-group.com          | www.abchurch-group.com  | 
+----------------------------------------+-------------------------+ 
 
Notes to editors: 
 
Capitalised terms are as defined in the Fund's announcement dated 2 June 2010. 
 
Quorum Oil and Gas Technology Fund Limited ("Q-OGT") is a registered 
closed-ended investment company incorporated in Guernsey to provide expansion 
capital to companies which own and/or are developing proven proprietary 
technology which may have a potentially significant effect on the oil and gas 
industry. Q-OGT was admitted to the Official List of the UK Listing Authority 
and to trading on the London Stock Exchange on 7 January 2008. Its stock market 
EPIC is QOGT.L. Further information can be found at www.q-ogtfund.com. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCKKBDDABKKFOK 
 

Quorum Oil &Gas (LSE:QOGT)
Gráfica de Acción Histórica
De May 2024 a Jun 2024

Quorum Oil &Gas (LSE:QOGT)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024