31st Mar 2014 07:00
31 March 2014
NIGHTHAWK ENERGY PLC
("Nighthawk" or "the Company")
Directorate Changes
Nighthawk, the US focused oil development and production company (AIM: HAWK and OTCQX: NHEGY), announces the following changes to the Board of Directors.
· Johan Claesson has been appointed as a Non-executive Director with effect from 1 April 2014. Johan is the largest shareholder in Nighthawk and has provided significant financial support to the Company over the past two years.
· Chuck Wilson, the Company's Chief Operating Officer, based in Denver, will become an Executive member of the Board with effect from 1 April 2014. Chuck joined Nighthawk in August 2011.
· Stephen Gutteridge has informed the Company of his intention to step down from his position as Executive Chairman no later than 30 September 2014 to pursue other opportunities. Stephen has been Executive Chairman since January 2012 and will continue in this role over the next few months to assist the new Board in assessing and developing the plans for the Company in 2014.
Over the past two years Nighthawk has built a strong foundation for further success with attractive assets, good production levels and strong operating cash-flow, and the US operation has grown to achieve critical mass. The new Board will provide for a strengthened dialogue between the Company's operational centre and its largest shareholder, and has the breadth of experience needed to determine the optimum strategy for the Company.
Stephen Gutteridge, Chairman of Nighthawk, commented:
"Our Denver team has delivered significant success over the past two years and built a US company that has good future prospects. The current split of executive responsibility between the US and the UK, whilst appropriate for the recovery over the past two years, is not the most effective way to run the business going forward. I am delighted that Johan and Chuck have agreed to join the Board at a time when key decisions will be required."
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Enquiries:
Nighthawk Energy plc Stephen Gutteridge, Chairman Richard Swindells, Chief Financial Officer
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020 3582 1350
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Westhouse Securities Limited Richard Baty
| 020 7601 6100
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FTI Consulting Ben Brewerton Ed Westropp
| 020 7831 3113 | |
Mr Wilson joined Nighthawk in August 2011 as its Chief Operating Officer from Gasco Energy Inc. where he was VP of Engineering and Operations. Previously he was the U.S. Onshore Drilling Manager for Denver-based Forest Oil Company, a NYSE listed exploration and production company. Chuck has 30 years of experience in the oil and gas industry ranging from drilling, completion and production operations to surface equipment installations, including horizontal drilling in the Bakken.
He holds a BS degree in Petroleum Engineering from the University of Wyoming and in addition has held several positions within the Society of Petroleum Engineers and the American Association of Drilling Engineers. Chuck is based at the Company's office in Denver, Colorado.
Charles Harold Wilson is known as Chuck Wilson and is aged 56. Mr Wilson has an interest in 725,000 Nighthawk ordinary shares (representing 0.08 per cent. of the current issued share capital); and has options over a further 6,000,000 shares with an exercise price of 5 pence per share, 900,000 shares with an exercise price of 6.24 pence per share and 1,100,000 shares with an exercise price of 7.25 pence per share.
Mr Wilson is or has been during the last five years a director or member of the following companies or partnerships:
Current Directorships | Previous Directorships |
Nighthawk Production LLC | Gasco Energy, Inc. |
Other than the information set out above, there is no other information required to be disclosed in connection with the appointment of Mr Wilson under AIM Rule 17 and Schedule Two, paragraph (g) of the AIM Rules for Companies.
Johan Claesson is the Company's largest shareholder and is being appointed to the board as a Non-Executive Director. Mr Claesson is the owner of property investment, development and management company CA Fastigheter AB, and serves as its Chairman. Mr. Claesson has extensive business interests with his principal business interests in property development and real estate, healthcare and IT.
Mr Claesson holds an MSc in Economics from Stockholm School of Economics. Mr Claesson's full name is Per Johan Claesson and he is aged 63. Mr Claesson has an interest in 159,365,297 of the Company's shares, representing 16.75 per cent. of the current issued share capital. Mr Claesson's interest in the Company's shares is held through a chain of controlled undertakings. Johan Claesson is the direct and indirect owner of more than 50% of Claesson & Anderzén AB that owns 100% of CA Fastigheter AB. CA Fastigheter AB owns 100% of Fastighetsaktiebolaget Korpralen, holding 106,480,797 shares. Mr Claesson holds a further 24,584,500 shares in his own name, and 28,300,000 shares in his 100% privately owned company, Johan och Marianne Claesson AB.
In addition Mr Claesson has an interest in £4.093 million of the Company's January 2012 zero coupon unsecured convertible loan notes (the "Zero Coupon Convertible Loan Notes"), which are convertible into ordinary shares on or before 23 January 2015 at the option of the holder of the notes at a price of 2.5p per ordinary share; £1.611 million of the Company's June 2013 9% coupon unsecured convertible loan notes (the "9% Convertible Loan Notes"), which are convertible into ordinary shares on or before 3 June 2015 at the option of the holder of the notes at a price of 5.5p per ordinary share; and in 85,000,000 warrants to subscribe for ordinary shares, comprising 55,000,000 warrants at a price of 5p per share exercisable at any time up to and including 23 January 2015, and 30,000,000 warrants at a price of 7.25p per share exercisable at any time up to and including 31 July 2015 (the "Warrants").
The Zero Coupon Convertible Loan Notes and the 9% Convertible Loan Notes may not be converted and/or the Warrants exercised to the extent that, immediately following such conversion and/or exercise, were the ordinary shares which are the subject of such conversion and/or exercise to be issued, the interests in shares held by the relevant Zero Coupon Convertible Loan Note, 9% Convertible Loan Note or Warrant holder together with persons acting in concert (as defined in the City Code on Takeovers and Mergers) with such holder would carry 30% or more of the voting rights of the Company, save where such conversion or exercise is effected as part of a sale of the entire issued share capital of the Company.
Companies associated with Mr Claesson have also provided further loans to Nighthawk as follows: (1) US$9 million which is scheduled to be repaid in three payments of US$3 million payable on or before 30 April 2014, 31 July 2014 and 31 October 2014 respectively; and (2) US$5 million which is scheduled to be repaid on or before 31 May 2014. Further details of these loans can be found in announcements made by Nighthawk on 14 March 2013, 19 July 2013 and 6 December 2013. As announced in the preliminary results, the lenders of these loans totalling US$14.0 million have agreed in principle to extend the maturity profile set out above, an arrangement that has yet to be entered into by the Company.
Mr Claesson is or has been a director or member during the last five years of the following companies or partnerships:
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Mr Claesson was managing director of CA Bygg AB which went into administration on 27 October 1992. The company filed for bankruptcy on 29 September 2000. He was also a director Web Intelligent Digital Hosting in Påskallavik AB which went into administration on 22 March 2002 and filed for bankruptcy on 18 December 2002. Mr Claesson resigned as a director of Borås Wäfveri AB on 8 July 2010 and on 3 November 2011 the company went into administration. The liquidation of Borås Wäfveri AB is not yet closed. No further details are available.
Other than the information set out above there is no other information required to be disclosed in connection with the appointment of Mr Claesson under AIM Rule 17 and Schedule Two, paragraph (g) of the AIM Rules for Companies.
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Related Shares:
Nighthawk Energy