This page, last updated 13 March 2015, sets out the relevant information in order to comply with the company information disclosure requirements of Rule 26 of the AIM Rules for Companies.
Sirius Petroleum is an independent oil development company whose shares are quoted on the AIM of the London Stock Exchange. The Company is currently considering a number of opportunities in the oil and gas sector with particular focus in Nigeria. Sirius has an agreement in place with Taglient Oil Nigeria Limited, a Nigerian private company owned and managed by Nigerian nationals who have considerable knowledge and contacts within the Nigerian Oil industry.
The Company’s objective is to generate an attractive rate of return for Shareholders, predominantly through capital appreciation, by taking advantage of opportunities to invest in the oil and gas sector. In the first instance the Company is seeking to make an acquisition within a year of Admission which would be deemed a Reverse Takeover and therefore require Shareholder approval. It does not intend to make any other smaller acquisitions or investments before then. Following the initial acquisition, as the holding company of an operating business and/or oil and gas assets, complementary or unrelated acquisitions in the oil and gas sector may be made.
The Company will seek investment opportunities to exploit rights to oil and gas resources which the Directors and Proposed Director believe are undervalued and where one or more such transactions have the potential to create long term value for Shareholders. The Board intends to focus in particular on assets located in Central and Eastern Europe and Central Asia, the North Sea and Africa.
The Company will seek to acquire interests in oil and gas projects such as (but not limited to) exploration permits and licences, production licences and development projects, which may be achieved through acquisitions, partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project. The Company intends to be actively involved in the management of its investments.
In addition, the Company will pursue oil trading activities where it can do so at low risk. In October 2009 the Company announced that it had been granted a licence from the Department of Petroleum Resources of the Nigerian Ministry of Petroleum Resources to import refined oil products into Nigeria. The licence was granted with effect from 30 September 2009 and permits the Company, through its subsidiary Sirius Taglient Petro Limited, to import up to 10,000 metric tonnes per shipment of petroleum oil product. The licence is renewable on a quarterly basis for a nominal fee. The purpose of obtaining the import licence was to commence trading activities with a view to producing revenues and positive cash flows whilst continuing to review additional acquisition opportunities.
The strategy of the Company will be to leverage the extensive contacts of the Board and the Company’s consultants to investigate the opportunities available to the Company with a view to identifying appropriate Target
Investments in the oil and gas sector with some or all of the following characteristics:
The Board intends to actively manage its available cash funds, following Admission, to generate income pending a Reverse Takeover.
An investment in the Company is considered by the Directors to be relatively high risk. For this reason the Directors consider the Subscription to be best suited for an investor whose investment profile meets such criteria. The Investing Strategy is intended to be long-term. If circumstances, however, arise whereby an acquired business or company may be listed in its own right, or disposed of at a suitable premium, such possibilities will be considered.
Jack Pryde, (Non-Executive Chairman) - is a chartered certified accountant and has held various senior management positions in the investment banking industry. He is a former director and head of corporate finance at Henry Ansbacher & Co. and a former vice-president of corporate finance at Canaccord Capital. He left Jefferies International as director of equity capital markets in May 2010. He has extensive experience of advising companies in the resource and energy sectors.
Bobo Kuti, (Chief Executive Officer) - joined the Board as a Non-Executive Director in August 2008. Since joining Sirius, he has advised the Company on its geo-political and business development strategy for West Africa, and has been instrumental in successfully establishing the Company’s business network in Nigeria. He formerly worked as an investment advisor for the South African investment fund, Huxton Capital and has a Bachelor of Arts from Duke University, USA studying Economics & Psychology.
Stephen Fletcher, (Finance Director), BSc (Econ), has over 25 years’ experience in investment banking and management consultancy. He was formerly chief operating officer of AIM-quoted Crosby Capital Partners Ltd. and Hong Kong GEM listed Techpacific where he gained extensive experience of investing in natural resource companies, with a particular focus on the oil and gas industry. Previously he worked as chief operating officer of Nomura’s International Markets Division and, prior to that, at Credit Suisse First Boston. Stephen has a BA from Oxford University and graduated from Manchester Business School with an MBA in 1987.
Ajay Kejriwal, (Non-Executive Director) - has over 20 years’ experience in finance and commerce, and is currently a consultant to Juniper Capital, a natural resource investment and advisory business. Prior to Juniper he was Managing Director at Crosby Capital Partners Ltd where he led many investment transactions across oil and gas, mining, real estate and asset management sectors, and was a member of the firm’s Executive Committee. He previously worked for the Principal Investments business at Nomura in London and Hong Kong. Mr Kejriwal is a Chartered Accountant, having qualified with PriceWaterhouseCoopers in 1994.
There are currently two Non-Executive Directors and two Executive Directors on the Board. The Non-Executive directors are responsible for preparing the accounts in accordance with applicable law and regulations. Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The accounts are required by law to give a true and fair view of the state of affairs of the group and of the company and of the profit or loss of the group for that period.
In preparing the Company’s accounts, the directors are required to:
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the group and to enable them to ensure that the accounts comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors will implement such corporate governance procedures and establish such committees of the Board as will be required, including audit and remuneration committees, for it to comply with the terms of the Combined Code upon completion of the first significant acquisition by the Company, in so far as is appropriate for a company of its size. The Directors have established financial controls and reporting procedures which are considered appropriate given the size and structure of the Company. These controls will be reviewed in light of significant acquisitions and adjusted accordingly.
The Company supports the concept of an effective board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets on a regular basis and has a schedule of matters specifically reserved to it for decision. Management supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professional advice at the Company’s expense.
The Board consists of two executive and two non-executive Directors, who bring a breadth of experience and knowledge. This provides a balance whereby the Board’s decision making cannot be dominated by an individual. The Chairman of the Board is Mr Jack Pryde.
Directors Share Dealing Code
No code has been adopted.
The UK Takeover Code applies to the Company and governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies.
Relations with shareholders
The Company values the views of its shareholders and recognises their interest in the Group’s strategy and performance. The Annual General Meeting will be used to communicate with private investors and they are encouraged to participate. The Directors will be available to answer questions.
The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ investment and the Group’s assets and for reviewing its effectiveness. The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss.
An audit committee has been established, comprised of Stephen Fletcher and Ajay Kejriwal, which meets at least half yearly and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on, as well as meeting the auditors and reviewing any reports from the auditors regarding accounts and internal control systems.
The Board has considered the need for an internal audit function but has decided the size of the Group does not justify it at present. However, it will keep the decision under annual review.
Sirius Petroleum Plc is incorporated in England and Wales (Company no. 05181462) and its main country of operation is UK with operating subsidiaries in Nigeria.
Copies of the Company’s constitutional documents can be downloaded below:
The number of shares in issue is 1,338,562,856 and there are no shares held in treasury. Insofar as the Company is aware, the percentage of AIM securities that is not in public hands is 3.87%
As at 27th August 2015, the Company is aware of the following shareholders holding 3 per cent. or more of the issued share capital of the Company:
|Barclayshare Nominees Ltd||7.12%|
|Secure Nominees Limited||6.14%|
|Lynchwood Nominees Ltd||5.50%|
|W B Nominees Limited||5.46%|
|Vidacos Nominees Limited||5.20%|
|Platform Securities Nominees||4.58%|
|Hargreaves Lansdown (Nominees)||4.09%|
TR1 notices should be sent to firstname.lastname@example.org.
There are no restrictions on the transfer of Sirius Petroleum’s shares.
The securities of Sirius are traded on AIM, the market of that name operated by London Stock Exchange plc. Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platforms.
The most recent published annual reports, interim reports, publications and shareholder circulars can be accessed here in addition to the Company’s AIM Admission document. Right click and save as to download:
A copy of the Company’s last 12 months of press releases can be accessed here.
Company contact tel: +44 207 747 5100
Kitwell Consultants Limited
Kitwell House, The Warren
Hertfordshire, WD7 7DU
|Nomad||Cairn Financial Advisers LLP|
tel:+44 (0) 20 7148 7900
|Broker||Cantor Fitzgerald Europe|
One Churchill Place
tel:+44 20 7894 7000
|Auditors||Grant Thornton LLP|
Grant Thornton House
Melton Street, Euston Square
London NW1 2EP
25 North Row
London W1K 6DJ
|Registrars||Capita Asset Services|
34 Beckenham Road
Kent BR3 4TU