21 May 2010
Petrocapital Resources plc
Company update
The Board of Petrocapital Resources plc (the "Company") wishes to update
shareholders regarding the current suspension of its shares on the PLUS market.
In late September 2009 the Board received notification of certain transactions
in the Company's shares. The Company announced these share transfers on 15th
September 2009, which in aggregate appeared to represent a change of ownership
of some 53% of the Company's share capital. The Directors were particularly
concerned to receive notification of these transfers on the same day that the
Company also received the resignation of Mr Jochen Schaefer, the Company's
former Chief Executive Officer and majority shareholder.
The Board approached the Takeover Panel (the "Panel") requesting that it
investigate whether certain shareholders had come together to act in concert,
as defined in the City Code on Takeovers and Mergers (the "Code") and whether
any of those shareholders had acquired an interest in shares in the Company so
as to give rise to an obligation to make a mandatory offer for the company
under Rule 9.1 of the Code.
Having investigated the matter thoroughly, the Panel has concluded that while
certain shareholders are considered to be acting in concert, namely Mr Jochen
Schaefer, Varo Foundation ("Varo"), Primeria Services Limited ("Primeria"),
Jurby Corporation ("Jurby"), Mr Hermann Ludescher, Habsburg & Partner Advisory
AG ("Habsburg Advisory"), Mr Axel Von Schubert and JP Capital Investments
Limited ("JP Capital") (together the "Concert Party"), no breach of Rule 9.1 of
the Code has occurred and accordingly no mandatory offer is required. The Board
agrees with the Panel's conclusions.
The transactions that led to the Board approaching the Panel are set out below.
On 17 August 2009 3,900,000 Ordinary Shares in the Company were transferred
from Jurby , a company understood to be owned and controlled by Mr Jochen
Schaefer, to JP Capital a company understood to be owned and controlled by Mr
Axel Von Schubert.
On 10 September 2009, the Board was informed that Jurby had made the following
transfers:
* 12,800,000 Ordinary Shares in the Company had been transferred to Habsburg
Advisory, a company understood to be owned and controlled by Mr Ludescher,
an advisor to Mr Jochen Schaefer and a director of Jurby.
* 3,000,000 Ordinary Shares in the Company had been transferred to Primeria,
a company understood to be owned and controlled by Mr Jochen Schaefer, for
nil consideration.
The Board was also informed on 10 September 2009, that Jurby had made the
following transfers to Mr Eckard Kirsch or to companies understood to be owned
and controlled by him:
* 2,000,000 Ordinary Shares in the Company had been transferred to Mr Eckard
Kirsch for nil consideration.
* 10,000,000 Ordinary Shares in the Company had been transferred to Advice
Capital Management ("Advice"), a company understood to be owned and
controlled by Mr Eckard Kirsch, for nil consideration.
* 5,000,000 Ordinary Shares in the Company were sold to Forbes Global
Services Ltd ("Forbes"), a company understood to be owned and controlled by
Mr Eckard Kirsch, for nil consideration.
The Board have also recently been informed that on 8 September 2009 Mr Axel Von
Schubert, via his company JP Capital disposed of 10,000 Ordinary Shares in the
Company for Euro 1.93 per share. Following this transaction JP Capital is
understood to hold 3,890,000 Ordinary Shares in the Company, representing 5.98%
of the Company's total issued share capital.
The Board believes that the members of the Concert Party are together
interested in shares carrying 37.93% of the Company's voting share capital and
(for so long as they are considered to be acting in concert by the Panel) any
further increase in that aggregate interest in shares will be subject to the
provisions of Rule 9 of the Code.
The Board further believes that Mr Eckhard Kirsch, is interested, directly or
indirectly, in shares carrying 26.15% of the Company's voting share capital and
understands that he may increase such interests up to 29.99% without incurring
any obligations under Rule 9 of the Code.
On 20 April 2010 the Board received notification from Deutsche Bank AG that
they no longer held a substantial shareholding in the Company. Subsequently on
17 May 2010 the Company was notified that on 16 April 2010 the following
transactions occurred:
Multi-Invest GmbH acquired 6,243,292 ordinary shares in the Company
(representing 9.61% of the Company's total issued share capital) and that Mr
Olaf-Johannes Eick acquired 6,713,000 ordinary shares in the Company
(representing 10.33% of the Company's total issued share capital). The Board
considers that Mr Eick is interested in the shares held by Multi-Invest GmbH by
virtue of Mr Eick's position at Multi-Invest GmbH and understands that they may
together increase such interests up to 29.99% without incurring any obligations
under Rule 9 of the Code.
As previously reported, it has come to the attention of the Board that certain
announcements had been made via certain German news services, purportedly in
the name of the Company, the content of which was unauthorised and considered
by the Board and its advisers to be potentially misleading. As a result of the
discovery of these announcements, the Board asked the PLUS market to suspend
trading in its shares. The Board has reported all information in its possession
concerning these unapproved and misleading announcements to the relevant
regulators in the United Kingdom and Germany.
The Board and the Company's PLUS Corporate Adviser, Fisher Corporate Plc will
look to start discussions with PLUS regarding a lifting of the current
suspension so that the Company's shares can once again be traded on the PLUS
market, given that the Panel has informed both the Company and the relevant
shareholders of its conclusions. The Board took the step of referring these
matters to the relevant regulators in order to protect the interests of
minority shareholders and that decision was fully supported by the Company's
professional advisers, including its PLUS Corporate Adviser.
The Board has noted with considerable regret that certain shareholders have
resorted to mounting a protracted campaign in certain UK newspapers and
websites questioning the rationale and motives of the Board in approaching the
Panel. The Board firmly believes that it did so in line with their duties as
Directors of a public company and wholly to ensure that the interests of
minority shareholders were protected in circumstances where the Board firmly
believed there to be a real possibility that a breach of Rule 9.1 of the Code
had occurred.
The interests of the members of the Concert Party, referred to above, are
understood to be as set out in the table below:
Name Number of Percentage of current
shares issued share capital
Primeria Services Limited 3,000,000 4.62%
Mr Jochen Schaefer, Jurby 4,963,778 7.64%
Corporation and Varo
Foundation
Mr Hermann Ludescher and 12,800,000 19.69%
Habsburg & Partner
Advisory AG
Mr Axel Von Schubert and 3,890,000 5.98%
JP Capital Investments
Limited
Aggregate 24,653,778 37.93%
THE DIRECTORS OF THE COMPANY ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS
ANNOUNCEMENT
---ENDS---
Enquiries:
Petrocapital Resources Plc 07734 266119
Tom Kristensen
Fisher Corporate Plc 020 7388 7000
Gary Miller
END
PETROCAPITAL RESOURCES PLC
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