8th Nov 2007 07:02
Leed Petroleum PLC08 November 2007 LEED PETROLEUM PLC ("Leed" or the "Company") Notice of AGM London, 8 November 2007 - Leed Petroleum PLC, the oil and gas exploration andproduction company focused on the Gulf of Mexico, today announces notice of itsannual general meeting which will be held at 110 Cannon Street, London EC4N 6ARon 4 December 2007 at 2.00 p.m. The full notice which will be sent toshareholders today is included below. Enquiries:Leed Petroleum PLC +1 337 278 9120Howard Wilson, Chief Executive Matrix Corporate Capital LLP +44 20 7925 3300Alastair StrattonTim Graham Pelham Public RelationsAlisdair Haythornthwaite +44 20 7743 6676Evgeniy Chuikov +44 20 3008 5506 To the holders of Shares Date: 8 November 2007 Dear Shareholder Annual General Meeting 2007 I have pleasure in writing to invite you to our 2007 Annual General Meetingwhich will be held at 110 Cannon Street, London EC4N 6AR on 4 December 2007 at2.00 p.m. Full details of the meeting and the resolutions that will be put toshareholders are set out in the enclosed Notice of Meeting. The business to be conducted at the Annual General Meeting is summarised below. Resolution 1 (Report and Accounts) Shareholders are being asked to receive the report and accounts of the Companyfor the year ended 31 March 2007 and the report of the auditors thereon. Resolutions 2 and 3 (Re-election of Howard Wilson and James Slatten asdirectors) Under the Company's Articles of Association, one-third of the directors arerequired to retire by rotation at each Annual General Meeting. It is thereforeproposed that Howard Wilson and James Slatten, who retire by rotation inaccordance with the Articles of Association of the Company, be re-elected asdirectors. Both of the directors offering themselves for re-election have widebusiness knowledge and bring valuable skills and experience to the Board. TheBoard is content that each of them is independent in character and there are norelationships or circumstances which are likely to affect their character orjudgement. The remaining directors therefore unanimously recommend that theyare re-elected as directors of the Company. Resolution 4 (Re-appointment of auditors) Resolution 4 seeks your approval to re-appoint Grant Thornton UK LLP as auditorsof the Company to hold office until the conclusion of the next annual generalmeeting of the Company at which accounts are laid before the Company. Resolution 5 (Auditors' Remuneration) Shareholders are being asked to authorise the Directors to determine GrantThornton UK LLP's remuneration as auditors. Resolution 6 (Pre-Emption Rights) This special resolution authorises the Directors to allot equity securities ofthe Company for cash as if the pre-emption provisions of section 89(1) of theCompanies Act 1985 did not apply to any such allotment. Under section 89, whennew equity securities are allotted, they must first be offered to existingshareholders pro-rata to their holdings. This provision was designed to preventthe holdings of existing shareholders being diluted against their wishes by theallotment of new shares. Shareholders may waive this right of pre-emption. Theauthority contained in this resolution would be limited to the allotment ofequity securities in connection with an offer of equity securities by way ofrights or, otherwise than pursuant to such an offer, up to an aggregate nominalamount equal to £1,255,103.80 (representing 10 per cent. of the issued sharecapital of the Company following completion of the matters referred to below),which although limited in its scope will provide a degree of flexibility to theCompany. This authority will expire at the conclusion of the Company's nextannual general meeting or, if earlier, the date which is 15 months after thedate of this resolution. Resolution 7 (Completion of Management Incentive Arrangements) In January, February, July and August 2007, as part of the management and staffincentive arrangements (the "Management Incentive Arrangements") entered into bythe Company prior to the admission of the Company's shares to AIM ("Admission"),17 managers and staff of the Company, including two directors, Howard Wilson andJames Slatten, (the "Employees") subscribed for in aggregate 5,000 B Shares of£0.01 each in the Company. As disclosed in the Admission Document relating toAdmission, the rights attached to these B Shares provided that in the event thatthe stock of any company in the Group became publicly traded, the B Shares wereconvertible into approximately 7-10 per cent. of the outstanding Ordinary AShares of £0.01 each. The Admission Document also disclosed that, on 3 August2007, the B Shares issued to the Employees pursuant to the Management IncentiveArrangements were converted into 54,056,810 Ordinary A Shares. On 3 August2007, the issued, and authorised but unissued, Ordinary A Shares wereconsolidated into Ordinary Shares of £0.05 each. Your Board has been advised that the conversion of the B Shares into Ordinary AShares was ineffective. Your Board therefore proposes to rectify the register ofmembers to show the Employees as the holders of 1,000 Ordinary Shares (being theresult of the 5,000 fully paid B Shares having been converted into 5,000Ordinary A Shares and then consolidated into 1,000 Ordinary Shares) rather than10,811,362 Ordinary Shares (being the 54,056,810 Ordinary A Shares disclosed inthe Admission Document, consolidated into Ordinary Shares). Your Board proposesto then implement arrangements to ensure that the Employees receive theadditional number of fully paid Ordinary Shares agreed under the ManagementIncentive Arrangements and which were set out in the Admission Document. Accordingly, it is proposed that an additional 10,810,362 Ordinary Shares willbe issued by means of a capitalisation issue to the 17 Employees, with thenominal value of such shares being paid up by the capitalisation of the sum of£540,518.10, being part of the amount of £47,968,854 (US$98,176,124 at the PoundSterling: US Dollar exchange rate prevailing on 30 September 2007) currentlystanding to the credit of the Company's share premium account. It is emphasised that: (i) this arrangement is being put in place to completedelivery of the Ordinary Shares to which the Employees are entitled under theManagement Incentive Arrangements; (ii) no Employee will receive any additionalOrdinary Shares beyond those to which he or she was entitled at Admission; (iii)following the passing of this resolution and completion of these arrangementsthe total number of Ordinary Shares that will have been issued to the Employeesin connection with the Management Incentive Arrangements will be as stated inthe Admission Document; and (iv) the capitalisation issue will not affect thelock-in agreements entered into by the Employees pursuant to which they haveagreed not to sell or otherwise dispose of the Ordinary Shares held by them fora period of one year following Admission and after such period not to dispose ofsuch Ordinary Shares other than through Matrix Corporate Capital LLP for afurther period of one year. The capitalisation issue requires shareholders to resolve that the relevantproportion of the amount standing to the credit of the Company's share premiumaccount be applied to pay up the nominal amount of the shares to be issued.Accordingly, shareholders are being asked to consider and, if thought fit, passResolution 7, which will be proposed as an ordinary resolution. Each of theEmployees has indicated that they do not intend to vote in respect of Resolution7 in order to allow the other holders of Ordinary Shares to determine whetherthe capitalisation issue should be effected. The Company has received irrevocable undertakings from shareholders holdingshares representing approximately 51.8 per cent. of the issued share capital ofthe Company undertaking to vote in favour of all resolutions proposed in theenclosed Notice of AGM. Actions to be taken Shareholders will find enclosed a Form of Proxy for use in relation to the AGM.Whether or not you intend to be present at the Meeting, you are requested tocomplete and return the Form of Proxy in accordance with the instructionsprinted thereon to Leed Petroleum PLC, 110 Cannon Street, London EC4N 6AR,United Kingdom (marked for the attention of the Company Secretary, fax +44 (0)20 7648 9001) as soon as possible and, in any event, so as to arrive no laterthan 2.00 p.m. on 2 December 2007. The completion and return of a Form of Proxywill not preclude you from attending the AGM and voting in person should you sowish. Recommendation The board of directors considers that Resolutions 1 to 6 are in the bestinterests of the Company and its members as a whole and unanimously recommendsthat you vote in favour of such resolutions. Those directors that are not alsoEmployees consider that Resolution 7 is in the best interests of the Company andits members as a whole and unanimously recommend that you vote in favour of suchresolution. All of the directors intend to vote in favour of all the proposedresolutions in respect of their own beneficial holdings (save for Howard Wilsonand James Slatten who will abstain from voting in respect of Resolution 7). Yours sincerely Robert AdairNon-Executive Chairman Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Annual General Meeting of Leed Petroleum PLCwill be held at 110 Cannon Street, London EC4N 6AR on 4 December 2007 at 2.00p.m. to transact the following business: 1. To receive the directors' report and accounts for the yearended 31 March 2007 and the auditors' report on the accounts. 2. To re-elect, as a director, Howard Wilson, who retires byrotation in accordance with the Articles of Association of the Company. 3. To re-elect, as a director, James Slatten, who retires byrotation in accordance with the Articles of Association of the Company. 4. To re-appoint Grant Thornton UK LLP as auditors of theCompany until the conclusion of the next annual general meeting. 5. To authorise the directors to fix the remuneration of theauditors of the Company. 6. To resolve as a special resolution that the directors beand are hereby empowered pursuant to section 95(1) of the Companies Act 1985(the "Act") (in substitution for all subsisting powers to the extent unused,other than in respect of any allotments made pursuant to offers or agreementsmade prior to the passing of this resolution) to allot equity securities forcash as if section 89(1) of the Act did not apply to any such allotment,provided that this power shall be limited to the allotment of equity securities: (a) in connection with an offer of equity securities by way of rights (orany other offer on a pre-emptive basis) where the equity securities are offeredto the holders of ordinary shares in proportion to their respective holdings ofordinary shares on a fixed record date and (where applicable) to other holdersof equity securities in accordance with the rights attaching to such equitysecurities, but subject, in each case, to such exclusions or other arrangementsas the directors may deem to be necessary or expedient in relation to fractionalentitlements or any legal or practical problems under the laws of any territoryor the requirements of any regulatory body or stock exchange; (b) otherwise than pursuant to paragraph (a) above, up to an aggregatenominal amount equal to £1,255,103.80, and shall expire at the conclusion of the Company's next annual general meetingor, if earlier, the date which is 15 months after the date of passing of thisresolution, save that the Company may, before such expiry, make an offer oragreement which would or might require equity securities to be allotted aftersuch expiry and the directors may allot equity securities in pursuance of suchoffer or agreement as if this power had not so expired. In this resolution theexpression "equity securities" and references to allotment of equity securitiesshall have the same respective meanings as in section 94 of the Act. 7. To resolve as an ordinary resolution that, on therecommendation of the directors, it is desirable to capitalise the sum of£540,518.10 being part of the amount of £47,968,854 standing to the credit ofthe share premium account of the Company and that, in accordance with Article211 of the Articles of Association of the Company, the Directors be authorisedto appropriate such sum to be capitalised to those holders of issued ordinaryshares of 5 pence each in the capital of the Company who were on 2 August 2007holders of B ordinary shares of 1 pence each in the capital of the Company (the"Management Incentive Shareholders") in the proportions in which such sum wouldhave been divisible amongst them had the same been a distribution of profits byway of dividend on the shares and to apply such sum in paying up in full10,810,362 ordinary shares of 5 pence each in the capital of the Company atpresent unissued, such shares to be allotted and distributed credited as fullypaid up to and amongst the Management Incentive Shareholders in the proportionaforesaid, such shares to rank pari passu with the existing ordinary shares ofthe Company, provided that fractional entitlements shall be ignored and theManagement Incentive Shareholders shall not be entitled to fractionalcertificates or to payments in lieu of them. This authority shall expire 12months from the date of this resolution. By order of the Board Gravitas Company Secretarial Services Limited Company Secretary Leeds Petroleum PLC 110 Cannon Street London EC4N 6AR 8 November 2007 Notes to the Notice of Annual General Meeting Entitlement to attend and vote 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,the Company specifies that only those members registered on the Company'sregister of members at: • 2.00 p.m. on 2 December 2007; or, • if this Meeting is adjourned, at 6.00 p.m. on the day two days priorto the adjourned meeting, shall be entitled to attend and vote at the Meeting. Appointment of proxies 2. If you are a member of the Company at the time set out in note 1 above, youare entitled to appoint a proxy to exercise all or any of your rights to attend,speak and vote at the Meeting and you should have received a proxy form withthis notice of meeting. You can only appoint a proxy using the procedures setout in these notes and the notes to the proxy form. 3. A proxy does not need to be a member of the Company but must attend theMeeting to represent you. Details of how to appoint the Chairman of the Meetingor another person as your proxy using the proxy form are set out in the notes tothe proxy form. If you wish your proxy to speak on your behalf at the Meetingyou will need to appoint your own choice of proxy (not the Chairman) and giveyour instructions directly to them. 4. You may appoint more than one proxy provided each proxy is appointed toexercise rights attached to different shares. You may not appoint more than oneproxy to exercise rights attached to any one share. Details of how to appointmore than one proxy are contained in the proxy form. 5. A vote withheld is not a vote in law, which means that the vote will not becounted in the calculation of votes for or against the resolution. If no votingindication is given, your proxy will vote or abstain from voting at his or herdiscretion. Your proxy will vote (or abstain from voting) as he or she thinksfit in relation to any other matter which is put before the Meeting. Appointment of proxy using proxy form 6. The notes to the proxy form explain how to direct your proxy how to vote oneach resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be: • completed and signed; • sent or delivered to the Company Secretary at Leed Petroleum PLC, 110Cannon Street, London EC4N 6AR, United Kingdom; and • received by the Company Secretary of Leed Petroleum PLC no later than2.00 p.m. on 2 December 2007. In the case of a member which is a company, the proxy form must be executedunder its common seal or signed on its behalf by an officer of the company or anattorney for the company. Any power of attorney or any other authority under which the proxy form issigned (or a duly certified copy of such power or authority) must be includedwith the proxy form. Appointment of proxy by joint members 7. In the case of joint holders, where more than one of the joint holderspurports to appoint a proxy, only the appointment submitted by the most seniorholder will be accepted. Seniority is determined by the order in which the namesof the joint holders appear in the Company's register of members in respect ofthe joint holding (the first-named being the most senior). Changing proxy instructions 8. To change your proxy instructions simply submit a new proxy appointment usingthe method set out above. Note that the cut-off time for receipt of proxyappointments (see above) also applies in relation to amended instructions; anyamended proxy appointment received after the relevant cut-off time will bedisregarded. To obtain another proxy form, please contact the Company Secretary, LeedPetroleum PLC, 110 Cannon Street, London EC4N 6AR, United Kingdom. If you submit more than one valid proxy appointment, the appointment receivedlast before the latest time for the receipt of proxies will take precedence. Termination of proxy appointments 9. In order to revoke a proxy instruction you will need to inform the Company bysending a signed hard copy notice clearly stating your intention to revoke yourproxy appointment to the Company Secretary, Leed Petroleum PLC, 110 CannonStreet, London EC4N 6AR, United Kingdom. In the case of a member which is acompany, the revocation notice must be executed under its common seal or signedon its behalf by an officer of the company or an attorney for the company. Anypower of attorney or any other authority under which the revocation notice issigned (or a duly certified copy of such power or authority) must be includedwith the revocation notice. The revocation notice must be received by the Company Secretary of LeedPetroleum PLC no later than 2.00 p.m. on 2 December 2007. If you attempt to revoke your proxy appointment but the revocation is receivedafter the time specified then, subject to the paragraph directly below, yourproxy appointment will remain valid. Appointment of a proxy does not preclude you from attending the Meeting andvoting in person. If you have appointed a proxy and attend the Meeting inperson, your proxy appointment will automatically be terminated. Issued shares and total voting rights 10. As at 6.00 p.m. on 7 November 2007, the Company's issued share capitalcomprised 240,210,405 ordinary shares of 5 pence each. Each ordinary sharecarries the right to one vote at a general meeting of the Company and,therefore, the total number of voting rights in the Company as at 6.00 p.m. on 6November 2007 is 240,210,405. Documents on display 11. Copies of the service contracts and letters of appointment of the directorsof the Company will be available: • for at least 15 minutes prior to the Meeting; and • during the Meeting. Communication 12. Except as provided above, members who have general queries about the Meetingshould contact James Slatten, Chief Operating Officer of Leed Petroleum PLC, on+1 337 257 5796. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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