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This page, last updated February 2010, 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 Plc is a UK registered company whose shares are listed on the London Stock Exchange’s AIM.
As previously announced, Sirius is currently considering a number of opportunities in the oil and gas sector with particular focus in Nigeria. Whilst discussions have been encouraging, the Company is at a very early stage in its consideration of potential targets. 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. Under this agreement, Taglient has agreed, among other things, to use all its reasonable efforts to seek out opportunities for Sirius to acquire interests in oil and gas fields in Nigeria. A Nigerian joint-venture company has also been formed and named Sirius Taglient Petro Limited. This is necessary for the grant of permits and licences to carry out business locally.
Babatunde Agboola, (Chairman) - obtained a BS degree in Chemistry from Illinois State University, and a Master of Science degree in chemical engineering from Arizona State University. He started his professional career with Mobil Producing Nigeria, a Nigerian subsidiary of Exxon Mobil which undertook all upstream activities, where he held the key position of Senior Project Manager prior to his retirement to take up appointments on the boards of several energy services and E&P companies including Fieldspargroup Limited and Dantose Energy Services Limited. His experience spans over 30 years in the oil and gas industry.
Toby Hayward - is a Chartered Accountant and has been an investment banker since 1984. He was a Director of Corporate Finance at Singer & Friedlander Limited and Henry Ansbacher & Co. Limited before working in the Oil & Gas team at Canaccord Capital Limited. He joined Jefferies International Limited as a Managing Director in 2005 with responsibility for the UK Equity Capital Markets and listed clients in the E&P sector. He left Jefferies in June 2008 to concentrate on a number of private interests and, in addition, he was appointed Non-Executive Chairman of Severfield Rowen Plc in May 2008.
Olukayode Kuti - obtained a Bachelor of Arts from Duke University, USA. He studied Economics & Psychology and also received a Markets and Management Certificate. Since University he has worked as an investment advisor for a South African investment fund, Huxton Capital. He was instrumental in the formation and structuring of contacts in Nigeria.
Mike Hirschfield, BSc (Econ), FCA - qualified as a Chartered Accountant with Peat Marwick in 1988. He has held senior management positions with a number of companies including group finance director of Utilitec plc and group finance executive of Lupus Capital plc. He is currently a director of Canisp plc, a company whose shares are traded on AIM as well as of a number of private companies including Kitwell Consultants Limited, which acts as company secretary to several listed companies.
Graham Porter - has over 26 years of experience in the metal exchange markets. Graham worked as a metal broker in the City for 13 years, spending eight of these years with Billiton Enthoven Metal Brokers, before leaving the City in 1991 and moving overseas where he has been based ever since.
There are currently five Non-Executive Directors and no 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.
Corporate Governance
Directors
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 one 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 Agboola.
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.
Internal control
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:
Articles_of_Association_2010.pdf
The number of shares in issue is 520,827,720 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 53.24%
As at 27th January 2010, the Company is aware of the following shareholders holding 3 per cent. or more of the issued share capital of the Company:
| WB Nominees Limited | 20.15% |
| Sirius Oil & Gas Limited | 11.14% |
| Taglient Oil Nigeria Limited | 8.77% |
| Cenkos Channel Islands Nominee | 6.89% |
| Brewin Nominees (Channel Islands) | 6.89% |
| Barclayshare Nominees Limited | 5.94% |
| Corporate Services (TD Waterhouse) | 5.48% |
| Mr Toby Hayward | 4.32% |
| Mr Babatunde Olusegun Agboola | 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:
Annual Report and Financial Statements for the year ended 31 July 2009
Proposed Acquisition and notice of ECM, March 2009
Annual Report 2008, AGM Notice & Form of Proxy.pdf
Circular - EGM Notice - Name change to Sirius Petroleum plc
A copy of the Company’s last 12 months of press releases can be accessed here.
Company contact
Company contact tel: +44(0)207 451 9800
Company Secretary
Kitwell Consultants Limited
Kitwell House, The Warren
Radlett
Hertfordshire, WD7 7DU
| Nomad & Broker | Canaccord Adams Cardinal Place 7th Floor 80 Victoria Street London SW1E 5JL tel: +44 (0) 207 050 6500 |
| Auditors | Grant Thornton LLP Grant Thornton House Melton Street, Euston Square London NW1 2EP |
| Solicitors | Fladgate Fielder 25 North Row London W1K 6DJ |
| Registrars | Capita Registrars Northern House Woodsome Park Fenay Bridge Huddersfield HD8 0LA |