This page, last updated 07 March 2013, 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 investing company focussed on oil and gas exploration and development opportunities in Nigeria, 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.
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 four 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
The company has adopted, and will operate where applicale, a share dealing code for Directors and applicable employees under the equivalent terms to those provided by Rule 21 of the AIM Rules for Companies.
The 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. Separate resolutions will be proposed on each issue so that they can be given proper consideration and there will be a resolution to approve the annual report and accounts.
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 Mr Hirschfield (Chairman) and Mr Hayward, 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 1,098,737,213 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 9.92%
As at 11th August, the Company is aware of the following shareholders holding 3 per cent. or more of the issued share capital of the Company:
|HSBC Global Custody Nominee (UK)||8.76%|
|Secure Nominees Limited||8.48%|
|Barclayshare Nominees Ltd||7.68%|
|Lynchwood Nominees Ltd||6.34%|
|Huntress (CI) Nominees Ltd||6.00%|
|Platform Securities Nominees||4.16%|
|W B Nominees Limited||3.84%|
TR1 notices should be sent to Kitwell Consultants Ltd. Fax: +44 (0) 844 8157 349
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 report and interim report 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
Huddersfield HD8 0LA