Cabot Energy PLC Temporary Amendment to Relationship Agreement (0516W)
July 27 2018 - 9:37AM
UK Regulatory
TIDMCAB
RNS Number : 0516W
Cabot Energy PLC
27 July 2018
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 ("MAR"). With the publication of this announcement,
this information is now considered to be in the public domain.
27 July 2018
Cabot Energy Plc
("Cabot Energy" or the "Company")
Relationship Agreement
Further to the announcement today concerning changes to the
Board of Cabot Energy Plc (AIM:CAB), the AIM quoted oil and gas
company focused on production led growth balanced with high impact
exploration and appraisal opportunities, the Company announces the
temporary suspension of some aspects of the relationship agreement
dated 15 December 2017 between High Power Petroleum LLC ("H2P"), SP
Angel Corporate Finance LLP ("SP Angel") and Cabot Energy
("Relationship Agreement").
A summary of the Relationship Agreement is as follows:
H2P has agreed, amongst other things, that: (i) certain material
transactions, agreements and arrangements between the Cabot Energy
group on the one hand and H2P and/or its associates on the other
will be made on an arm's length basis and on normal commercial
terms and shall be approved solely by directors independent of H2P;
(ii) there are and remain at all times a majority of directors of
the Company which are independent of H2P; and (iii) save in certain
circumstances, neither H2P nor any of its associates shall seek to
procure or vote on any resolution to cancel the Company's admission
to trading on AIM without the prior approval of the directors of
the Company who are independent of H2P (save in the event of a
general offer made to Shareholders for the entire issued share
capital of the Company, a reverse takeover (as defined by the AIM
Rules) or in relation to a proposal to admit the ordinary shares of
the Company to trading on the main market of the London Stock
Exchange).
The Company has granted H2P the right under the Relationship
Agreement to nominate up to two persons to be appointed as
non-executive directors of the Company. In addition, the Company
has agreed not to allot or issue any new voting shares (so as to
dilute the percentage of the voting rights in the Company in which
H2P is interested) without first offering H2P the opportunity to
subscribe for further voting shares so as to maintain the
percentage of the voting rights in which H2P is interested.
Currently, James Dewar, the interim independent non-executive
Chairman, and Paul Lafferty, an executive Director, are independent
of H2P. Petro Mychalkiw and Campbell Airlie are not independent of
H2P. Scott Aitken, the Chief Executive Officer of the Company, is
not currently appointed a Director of the Company. James Dewar, as
the Chairman, has the casting vote on the Board of Directors.
The parties to the Relationship Agreement have agreed to suspend
the requirement for a majority of directors of the Company to be
independent of H2P for a period of two months, commencing on 26
July 2018, whilst Cabot Energy completes the recruitment of a new
non-executive independent Chairman.
It is the intention of the Company that there should be two
non-executive Directors who are considered independent for
corporate governance purposes. Mr James Dewar is considered
independent for corporate governance purposes and it is intended
that the new non-executive independent Chairman will also be
independent for corporate governance purposes.
-Ends-
Enquiries:
Cabot Energy Plc +44 (0)20 7469 2900
Scott Aitken, CEO
Petro Mychalkiw, CFO
SP Angel Corporate Finance LLP +44 (0)20 3470 0470
Nominated Adviser and Joint Broker
Richard Morrison, Ewan Leggat
GMP FirstEnergy +44 (0)20 7448 0200
Joint Broker
Jonathan Wright, David van Erp
Luther Pendragon +44 (0)20 7618 9100
Financial PR
Harry Chathli, Alexis Gore, Joe Quinlan
Note to Editors:
Cabot Energy is an oil and gas company focused on production led
growth. The Company is building production from a redevelopment
project in north west Alberta, Canada, and has a portfolio of
exploration and appraisal opportunities in Italy. Comprehensive
information on Cabot Energy and its oil and gas operations,
including press releases, annual reports and interim reports are
available from Cabot Energy's website: www.cabot-energy.com.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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