13th Oct 2014 17:08
DORIEMUS PLC - Notice of General MeetingDORIEMUS PLC - Notice of General Meeting
PR Newswire
London, October 13
13 October 2014 Doriemus plc ("Doriemus" or the "Company") Proposed Amendment to the Investing Policy Notice of General Meeting Doriemus plc (AIM: DOR) announces that it has today posted a circular("Circular") to Shareholders containing a notice convening a general meeting ofthe Company ("General Meeting") to be held at 11.00 a.m. on 28 October 2014, at200 Strand, London WC2R 1DJ. The Circular is available on the Company'swebsite, at www.doriemus.co.uk. The Circular contains a proposal (the "Proposal") for the proposed amendment tothe Existing Investing Policy, as detailed below. For further additional information please contact: Doriemus plc +44 (0) 20 7440 0640Donald Strang/Hamish Harris Cairn Financial Advisers LLP +44 (0) 20 7148 7900Nominated Adviser and BrokerJames Caithie/Jo Turner/Carolyn Sansom Square1 Consulting +44 (0) 207 929 5599David BickMark Longson * Background to the Proposals The strategy of the Directors at the time of the adoption of the ExistingInvesting Policy was to pursue investments in companies and/or projects withclear growth potential with a focus on African opportunities althoughopportunities in other geographic areas formed part of this investing policy.The Existing Investing Policy was confirmed by Shareholders in a generalmeeting on 13 August 2014 at which time the Company was also re-classified asan Investing Company (as defined in the AIM Rules). Despite considering a number of investment opportunities and acquisitions inAfrica since the initial adoption of the Existing Investing Policy, the Boardhas been unable to identify suitable investments in those areas which, in theDirectors' opinion, could potentially add value to the Company in Africa.Therefore the Board began to look at other geographic areas for investmentopportunities and, as previously announced, the Company currently holds thefollowing investments: a participating interest in the Lidsey Oilfield("Lidsey") in West Sussex of 20%; a participating interest in the producingonshore Brockham Oil Field on the northern flank of the Weald Basin at Brockhamof 10% and a 10% interest in Horse Hill Development Ltd, a special purposecompany that holds the rights to a 65% participating interest and operatorshipin the United Kingdom onshore Horse Hill Oil Field in the Weald Basin. While the Directors believe the investments made to date and the potentialinvestments that the Directors are now considering are covered by the ExistingInvesting Policy, the Board considers it appropriate to seek Shareholderapproval to adopt a more specific investing policy as detailed below. The Boardwill continue to provide regular updates to Shareholders on the investmentsmade. The Directors are, as set out in the Resolution, proposing to amend theExisting Investing Policy to focus more specifically on investments in the oiland gas sector in Europe. * Proposed amendments to the investing policy The New Investing Policy, which is subject to Shareholder approval, representsan amendment of the Company's Existing Investing Policy and is set out in fullbelow: The Company's proposed New Investing Policy is to invest in and/or acquirecompanies and/or projects within the oil and gas sector in Europe withpotential for growth and/or if the Board considers there is an opportunity togenerate an attractive return for Shareholders. In general, in selecting investment opportunities in line with the above, theBoard will focus on businesses, assets and/or projects that are available atattractive valuations and hold opportunities to unlock embedded value. Whereappropriate the Board may seek to invest in businesses where they can add theirexpertise to the management of the business, and utilise their significantindustry relationships and access to finance. The ability to work alongside astrong management team to maximise returns through revenue growth will besomething the Board will focus upon initially. The Company's interests in a proposed investment and/or acquisition may rangefrom a minority position to full ownership but are more likely to be a minorityposition. The proposed investments may be in either quoted or unquotedcompanies; be made by direct acquisitions; and may be in companies,partnerships, equity, debt or other loan structures, joint ventures or director indirect interests in assets or projects. There is no limit on the number of investments which the Company may make andthe Company's financial resources may be invested in a number of propositionsor in just one investment, which may be deemed to be a reverse takeover underthe AIM Rules, and there shall be no restriction on the amount of suchavailable financial resources the Company may invest in any one investment. Anytransaction constituting a reverse takeover under the AIM Rules will alsorequire Shareholder approval. The Board expects that investments will typically be held for the medium tolong term, although short term disposal of assets cannot be ruled out if thereis an opportunity to generate an attractive return for Shareholders. The Boardwill place no minimum or maximum limit on the length of time that anyinvestment may be held and in most circumstances, it will be dependent onmarket conditions. The Company may be both an active and a passive investordepending on the nature of the individual investment. Where the Company builds a portfolio of related investments it is possible thatthere may be cross holdings between such assets. The Board considers that asinvestments are made, and new promising investment opportunities arise, furtherfunding of the Company may also be required. The Company does not currentlyintend to fund any investments with debt or other borrowings but may do so infuture, if appropriate. The Board may also offer new Ordinary Shares by way ofconsideration as well as cash, thereby helping to preserve the Company's cashfor working capital and as a reserve against unforeseen contingenciesincluding, for example, delays in collecting accounts receivable, unexpectedchanges in the economic environment and operational problems. The Company will not have a separate investment manager. The Company proposesto carry out a comprehensive and thorough project review process in which allmaterial aspects of a potential project or business will be subject to rigorousdue diligence, as appropriate. As an Investing Company, the Company will be required to make an acquisition oracquisitions which constitute a reverse takeover under the AIM Rules orotherwise implement its proposed New Investing Policy on or before the datefalling twelve months from the adoption of the Existing Investing Policyfailing which, the Company's Ordinary Shares would then be suspended fromtrading on AIM. In the event that the Company's Ordinary Shares are sosuspended and the Company fails to obtain Shareholders' consent to renew suchpolicy, the admission to trading on AIM would be cancelled six months from thedate of suspension. * General Meeting Under the AIM Rules, the Company is required to seek the approval ofShareholders for any material change to its investing policy and therefore anordinary resolution to approve the changes to the Company's Existing InvestingPolicy will be proposed at the General Meeting. The full text of the Resolution is set out in the Notice of General Meeting atthe end of this Circular. The General Meeting is proposed to be convened at 11.00 a.m. on 28 October 2014at 200 Strand, London WC2R 1DJ. The following defintions apply throughout the Circular, unless the contextotherwise requires. AIM a market of that name operated and regulated by the London Stock Exchange AIM Rules the rules of the London Stock Exchange governing admission to, and operation of, AIM and comprising the AIM Rules for Companies and the AIM Rules for Nominated Advisers, as amended from time to time Board or Directors the board of directors of the Company whose names are set out on page 4 of the Circular Company Doriemus PLC, incorporated in England and Wales with registered number 03877125 Disclosure and the disclosure and transparency rules made by the FCATransparency Rules in exercise of its functions as competent authority Existing Investing the investing policy of the Company in force as at thePolicy date of the Circular Form of Proxy the form of proxy enclosed with the Circular General Meeting the general meeting of the Company convened for 11.00 a.m. on 28 October 2014 (or any adjournment thereof), notice of which is set out at the end of the Circular London Stock Exchange the London Stock Exchange PLC New Investing Policy the proposed investment policy that will be adopted by the Company if the Resolution is passed, as set out on page 5 of the Circular Ordinary Shares ordinary shares of 0.001p each in the capital of the Company Prospectus Rules the prospectus rules of the FCA and contained in contained in the FCA's Prospectus Rules sourcebook Proposals the proposed change of the investing policy set out in the Circular Resolution the resolution to be proposed at the General Meeting and contained in the Notice of General Meeting set out at the end of the Circular Shareholder a registered holder of Ordinary Shares
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