Notice of Meeting
Sydney, May 24, 2013 AEST (ABN Newswire) - Buccaneer Energy Limited (
ASX:BCC) (BCGYF:OTCMKTS) advises that it has scheduled a shareholders' meeting on 2 July 2013 to consider resolutions pursuant to a notice received on 2 May 2013 by the Company under section 249D of the Corporations Act.
The Company's Directors will soon be communicating directly with shareholders to express their views in respect to the resolutions to be considered.
The two shareholders requisitioning the shareholders' meeting are Singaporean based and hold a combined 8.6% of the Company's shares. Irrespective of this minority shareholding the requisitioning shareholders are seeking to replace 100% of the Company's Directors with their own nominees. The Directors believe that the resolutions are not in the interest of the Company or its shareholders and recommend voting AGAINST all resolutions.
If the resolutions proposed by the requisitioning shareholders are passed it will mean that Buccaneer will have no longer have any independent directors, nor any directors located in the United States. The role of an independent director, in part, is to ensure that decisions being made by the board are in the best interests of all shareholders. If the resolutions proposed by the requisitioning shareholders are successful the Company will not comply with ASX Corporate Governance Principles which recommend that a board have a majority of independent directors.
The requisitioning shareholders became shareholders through a placement conducted by the Company to them on 27 December 2012. Since that time these shareholders have not contacted the Company to discuss any matter, including any matters in respect to concerns relating to the management of the Company or the progress of the development of its assets.
At the time of the placement the requisitioning shareholders represented themselves as being impressed by the Company's asset base, its achievements to date and expressed belief that with adequate funding the development program that was outlined at that time was achievable. Since then the Company's development has been in accordance with the outlined plans.
Buccaneer Directors have attempted the following:
- to contact the requisitioning shareholders via email and telephone to establish a dialogue in an attempt to ascertain any concerns that they might have in respect to the Company's operations or the way the Company is being managed;
- offered to meet with the requisitioning shareholders at a place of their choosing in an attempt to ascertain and address any concerns that they might have in respect to the Company's operations or the way the Company is being managed; and
- offered to enter into discussions in respect to giving the requisitioning shareholders board representation.
All of the above attempts have been ignored by the requisitioning shareholders.
The directors nominated by the requisitioning shareholders are Nicholas Davies, currently the Chairman of Dart Energy Limited ("Dart Energy"), Shaun Scott currently a director of Dart Energy and Clinton Adams. Dart Energy is a company focused on the development of coal seam gas assets.
Dart Energy was formed in mid August 2010 with both Nicholas Davies and Shaun Scott being part of the inaugural board and until late 2012 both held executive director positions with Dart Energy.
Since that time Dart Energy has spent approximately $180 million in net capital expenditure and administration costs with which it has achieved a total of $893,000 in gross revenue(1). During that time Dart Energy has not had any Proven Reserves certified by independent engineers. In the period 30 August 2010 until 20 May 2013 Dart Energy's share price has declined 93.8% from $0.80 to $0.051.
It is the Directors' view that Dart Energy's core asset now seem to be its cash holdings that were $24.8 million as at 31 March 2013.
Buccaneer acquired its first Alaskan asset in April 2010. Since 1 July 2010 Buccaneer has spent approximately $82 million in net capital expenditure(2) and administration costs with which it has achieved a total of $15.4 million in gross revenue(3). During that time it has had 17.8 million barrels of oil equivalent (MMBOE) certified by third party engineers with a Present Value (10% discount) of US$342 million. In the period 30 August 2010 until 20 May 2013 Buccaneer's share price has declined 2.6% from $0.038 to $0.037.
In contrast, Buccaneer has a fully permitted and well defined growth plan with Proven Reserves, access to significant infrastructure and access to a government exploration and development rebate program that rebates in cash up to 65% of its exploration expenditure.
Buccaneer has entered into the execution phase of its offshore program after spending the last 3 years building the platform of permits, technical data and access to a jack-up drilling rig. The Company is simultaneously ramping up its onshore development program at the Kenai Loop and West Eagle projects. The Company's Kenai Loop project is currently producing ~10 million cubic feet per day ("MMCFD") which generates average net revenue of US$18.0 million per annum.
Neither the requisitioning shareholders nor their nominated directors have articulated to the current Directors or the market any plan that they intend to implement for Buccaneer or its assets. It is the Directors' view that the purpose of the resolutions is to affect a change of control of Buccaneer (through Board control) without proceeding with a formal takeover offer to all shareholders.
Notes:
1 Dart Energy Limited quarterly reports for the period 1 July 2010 - 31 March 2013. Administration expenses amounted to $34.1 million.
2 Net of rebates received and applied for under the Alaskan State Government ACES rebate program. Gross amount is $116 million which includes total administration expenses of $22.3 million.
3 Buccaneer Energy Limited quarterly reports for the period 1 July 2010 - 31 March 2013.
To view the Notice of Meeting and Proxy Form which was despatched to shareholders yesterday, please visit:
http://media.abnnewswire.net/media/en/docs/ASX-BCC-736996.pdf
Contact
Buccaneer Energy Limited
T: +61-2-9233-2520
F: +61-2-9233-2530
WWW: www.buccenergy.com
| ||
|
