20th Mar 2008 12:04
Afren PLC20 March 2008 Afren plc (AIM: AFR) Notice of Extraordinary General Meeting London, 20 March 2008 - The Board of Afren plc gives notice that anExtraordinary General Meeting ("EGM") of the Company will be held at the officesof Kirkpatrick & Lockhart Preston Gates Ellis LLP, 110 Cannon Street, LondonEC4N 6AR on Monday 14th April 2008 at 11am. The Notice of the EGM has been posted to shareholders today, and the letter sentto shareholders by the Company's Chairman, Dr Rilwanu Lukman is copied below. Copies of these documents are available to view on the Company's website(www.afren.com). To: Holders of shares in Afren Plc (the "Company") Dear Shareholder, 1. INTRODUCTION Your Board has today announced that it wishes to convene an ExtraordinaryGeneral Meeting to seek the approval of Shareholders to increase the authorisedshare capital of the Company and allow the Directors to increase the Company'sborrowings. 2. BACKGROUND AND UPDATE ON THE GROUP The Company has made significant progress in its strategy to become the premierpan-African independent exploration and production company with a portfolio of17 assets across six countries, built through a combination of partnerships withindigenous and national oil companies and value-added acquisitions. In thisvein, the Company recently announced the acquisition of Devon EnergyCorporation's ("Devon") assets in Cote d'Ivoire. The acquisition will yieldimmediate production that will complement production start-up at the Okoro Setuproject in Nigeria, increase 2P reserves by 67% to 70 million barrels of oilequivalent and represents a strategic new country entry in partnership with thenational oil company of Cote d'Ivoire, PETROCI. This followed the acquisitionof Devon's high impact exploration assets in Ghana and Angola. Earlier this year, the Company signed a co-operation agreement with E.ON RuhrgasAG to investigate the availability and accessibility of gas in Nigeria, with theintention of jointly developing, collecting and monetizing gas for domestic andexport purposes. Shortly there-after, the Company announced the signature of twoProduction Sharing Contracts in the gas rich Anambra Basin, onshore Nigeria, inpartnership with a leading indigenous company Global Energy Company. Together with our established platform, further strengthened by productionramp-up from the Okoro Setu project in Nigeria, the Company intends to continueto build its reserves and production base in West Africa through a medium-termfocus around the acquisition and exploitation of undeveloped "fallow" oilfields, in particular in Nigeria, commercialising stranded gas assets andcarrying out a high impact exploration programme in four countries. The resolutions proposed are intended to provide management with the flexibilityto execute its current strategy and optimise the Company's capital structure inlight of prevailing market conditions. 3. SHARE CAPITAL The current authorised share capital of the Company is 400,000,000 ordinaryshares of 1p each ("Ordinary Shares") and at the date of this document the totalissued share capital is 273,043,842 Ordinary Shares and 387,857,233 OrdinaryShares on a fully diluted basis. 4. BORROWING Afren Plc's articles of association contain a restriction on the powers of theDirectors of Afren Plc to cause it to borrow amounts (in articles 162 to 164).These restrictions are not required by law or the AIM rules and it is proposedthat these restrictions be removed. 5. EXTRAORDINARY GENERAL MEETING You will find set out at the end of this document a notice convening the EGM tobe held at the offices of Kirkpatrick & Lockhart Preston Gates Ellis LLP, 110Cannon Street, London EC4N 6AR at 11 a.m. on Monday 14th April 2008, for thepurpose of considering and, if thought fit, passing: (1) an ordinary resolution to approve an increase in the authorisedshare capital of the Company from £4,000,000 to £8,000,000 by the creation of anadditional 400,000,000 Ordinary Shares, representing an increase of 100 per centover the current authorised share capital of the Company; (2) an ordinary resolution to authorise the Directors under section 80of the Companies Act 1985 to allot unissued ordinary share capital up to anaggregate nominal value of £1,500,000 (which authority is broadly in line inamount with the authorities granted at the Annual General Meetings in 2006 and2007). If passed, this authority will expire on the conclusion of the AnnualGeneral Meeting of the Company in 2008 and will give the Directors the authorityto allot 150,000,000 Ordinary Shares; (3) a special resolution, subject to the ordinary resolution at (2)above being passed, to disapply the provisions of section 89 of the Act(statutory pre-emption provisions) to empower the Directors to allot equitysecurities up to an aggregate nominal value of £1,500,000. If given, thisauthority will expire at the same time as the authority referred to in paragraph(2) above expires; and (4) a special resolution to remove the restriction on the Company fromborrowing, as set out in the Company's articles of association. 6. RECOMMENDATION The Directors consider the resolutions are in the best interests of the Companyand its Shareholders as a whole. The Directors unanimously recommend that Shareholders vote in favour of theresolutions. 7. ACTION TO BE TAKEN Shareholders will find enclosed with this document a Form of Proxy for use inconnection with the EGM. Shareholders, whether or not they propose to attend the EGM in person, arerequested to complete, sign and return the enclosed Form of Proxy, in accordancewith the instructions printed thereon, so as to be received by the Company'sregistrars, Computershare Investor Services PLC, PO Box 1075, The Pavillions,Bridgwater Road, Bristol, BS99 3FA as soon as possible and, in any event, by notlater than 11 a.m. on 12th April 2008. Completion and return of the Form ofProxy will not preclude Shareholders from attending and voting at the EGM inperson if they wish to do so. Yours faithfully Dr Rilwanu LukmanChairman Enquiries: Afren plc +44 20 7451 9700Osman Shahenshah Chief ExecutiveEvert Jan Mulder Chief Operating OfficerGalib Virani Investor Relations Jefferies International Limited +44 20 7029 8000Toby HaywardOliver Griffiths Tristone Capital Limited +44 20 7355 5800Simon Ashby-RuddMajid Shafiq Pelham Public Relations +44 20 7743 6673James HendersonAlisdair Haythornthwaite This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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