28th Jan 2016 17:49
LONDON (Alliance News) - Russian oil and gas group JKX Oil & Gas PLC on Thursday said the resolutions tabled by an activist shareholder in the company were passed at an extraordinary general meeting, resulting in the majority of its existing board stepping down.
Shareholders voted in favour of the resolutions tabled by Proxima Capital Group, a major shareholder in JKX, to remove the majority of JKX's management. It was attempting to remove seven of the nine existing board members and replace them with five individuals it had proposed itself.
As a result of the vote, Chairman Nigel Moore, Chief Executive Paul Davies, Commercial Director Peter Dixon, Technical Director Michael Miller and Non-Executive Director Lord Oxford have all stepped down.
Finance Director Cynthia Dubin and Non-Executive Dipesh Shah, who also had been named among those to be ousted by Proxima, stepped down earlier Thursday ahead of the meeting. Richard Murray and Alistair Ferguson, the two non-executives not named by Proxima and who had been expected to stay following the vote, also stepped down immediately following the outcome of the vote.
They have been replaced by Thomas Reed, Russell Hoare, Paul Ostling, Vladimir Tatarchuk and Vladimir Rusinov. Reed will become chief executive, while Ostling will become chairman and Hoare will be chief financial officer. Tatarchuk is Proxima's chief executive and Rusinov its managing director.
Earlier this week, JKX had made an attempt to block two key shareholders from voting at the meeting by imposing restriction notices on them. Eclairs Group Ltd, one of the shareholders with a 27% stake in JKX, has challenged the move, and a court hearing is due to take place on whether its votes should be counted in February.
The challenge, however, meant JKX had to present two sets of voting results from the meeting, one including the votes from Eclairs and Glengary Overseas Ltd, the other shareholder it attempted to block from voting, and one without.
Ultimately, however, this made little difference, as the Proxima proposals were passed in both circumstances.
Proxima and Eclairs both welcomed the results of the vote in later statements.
"We are delighted that all our resolutions were passed unconditionally, without having to rely on the votes of shareholders that are subject to legal dispute. We look forward to playing our part as a shareholder in supporting the company as it goes forward," Tatarchuk said.
"We are delighted that the resolutions proposed at today's general meeting have been passed despite attempts to undermine shareholder rights. It is now time to look to the future and we believe that the appointment of a new management team, under the supervision of a highly qualified and experienced Independent board, will lead to a turnaround in the fortunes of the company and the greater protection of shareholder rights," said Eclairs Director Michael Bakunenko.
Shares in JKX closed up 1.0% at 26.52 pence on Thursday.
By Sam Unsted; [email protected]; @SamUAtAlliance
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