MetalNRG (LON:MNRG), the natural resources and energy investment company, announces an update on its joint venture, BritNRG Limited, and a dispute that has arisen with a former director of MetalNRG, Mr Pierpaolo Rocco, and BritEnergy Holdings LLP, the partner in the BritNRG Limited joint venture, in connection with which, it is now apparent that Mr Rocco is currently a “person with significant control” (“PSC”).
Leading up to, and following the market announcement made on 19th October 2021, announcing Mr Rocco’s resignation from the MetalNRG Board, concerns had come to the attention of the MetalNRG Board that Mr Rocco’s interests in BritEnergy Holdings LLP had potentially been or had become significant (with him having become a “PSC according to records available at Companies House).
The precise timings of Mr Rocco and certain of his associated entities and affiliates acquiring a level of ownership in BritEnergy Holdings LLP that would occasion Mr Rocco to be a PSC of BritEnergy Holdings LLP was and remains unclear, despite MetalNRG having made numerous requests for clarification of the matter and circumstances leading to the public disclosures.
In April 2020, MetalNRG entered into a transaction with BritEnergy Holdings LLP to acquire additional shares in BritNRG Limited and to become a 50% shareholder in that entity but with a casting vote on the board (effectively giving MetalNRG control of BritNRG Limited) (the “April 2020 Agreements”).
This transaction has not completed as planned and previously announced and MetalNRG’s current equity holding in BritNRG Limited remains a material and significant minority interest in that entity. If at the time of the April 2020 Agreements with BritEnergy Holdings LLP, Mr Rocco was interested in a 20% or greater ownership stake of BritEnergy Holdings LLP, then the transaction would have required shareholder approval at MetalNRG.
Mr Rocco’s refusal thus far to answer direct questions put to him about his relationship and interests (both direct and indirect) in BritEnergy Holdings LLP at the material times have now led to MetalNRG serving formal notice of recission of the April 2020 Agreements on BritEnergy Holdings LLP and to issue a formal letter before action, against BritEnergy Holdings LLP and Mr Rocco, seeking recovery of all payments made under the April 2020 Agreements, on the basis that they are voidable by MetalNRG for lack of shareholder approval, such shareholder approval resulting from a failure of Mr Rocco to make a proper and/or full disclosure of interests.
In addition, MetalNRG has been served with notice by the vendor of certain oil and gas assets in Lincolnshire to BritNRG Limited that the vendor is demanding payment (for unpaid deferred consideration allegedly owed to it by BritNRG Limited) under a guarantee given by MetalNRG to support the obligations of BritNRG Limited under the sale and purchase agreement for the oil and gas assets. BritNRG Limited has, allegedly, refused to make the payment when it was due on the basis that it has a warranty claim against the vendor for sums in excess of the amount of the deferred consideration due to the vendor.
MetalNRG has also informed the UK Oil & Gas Authority (the “OGA”) that, contrary to prior expectations, it has not become the controller of BritNRG Limited and that control is with BritEnergy Holdings LLP and, as a result, MetalNRG is seeking the discharge of the parental guarantees given to the OGA for the regulatory liabilities of BritNRG Limited.
Given the active dispute between MetalNRG, Mr Rocco and BritEnergy Holdings LLP, and the issues that have arisen under the guarantee to the vendor (each as outlined above) Rolf Gerritsen, who was the designated director of MetalNRG on the board of BritNRG Limited, has resigned from that role.
Rolf Gerritsen commented, “These are an extremely unfortunate set of circumstances which I will not be able to comment on until all legal procedures are complete.”
The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014:
For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of the Company is Rolf Gerritsen, Chief Executive Officer.
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