Reabold Resources plc Requisitioning Shareholders Group

RE: Requisition of general meeting of Reabold Resources plc

Beneficial owners representing 6.93% of the issued share capital in Reabold Resources plc (‘Reabold’ or the ‘Company’) (AIM:RBD), whose shares are registered in the legal name of Pershing Nominees Limited (the ‘Requisitioning Shareholders’), confirm they have served notice on the board of directors of the Company to convene a General Meeting (‘GM’) of Reabold’s shareholders to pass resolutions focussed on creating sustainable shareholder value in the interests of all Reabold’s shareholders and other stakeholders.

To enable positive strategic change and increased shareholder value, the Requisitioning Shareholders believe that the following actions must be taken:

• The Board must be changed to increase alignment between the Board and the Company’s shareholders. The Requisitioning Shareholders believe that the current lack of clear leadership and accountability is impeding value creation, while CEO remuneration is excessive and unjustified given the current performance.
  • The incumbent directors all be removed from the board.
  • The Requisitioning Shareholders have proposed that, in place of the incumbent directors, Kamran Sattar, Cathal Friel, Francesca Yardley, and John McGoldrick (together, the ‘Proposed Directors’) be appointed to the Board. Francesca and John meet the test for being independent non-executive directors as recommended in the Pensions and Lifetime Savings Association Stewardship & Voting Guidelines dated February 2022. If they are appointed to the Reabold board, the Proposed Directors will each forgo any cash payment for directors’ fees and will instead be remunerated with £25,000 in equity for the first 12 months.
  • A CEO, with relevant industry experience, be appointed to lead the Company.

·       The Corporate Governance policies require robust changes to restore credibility in Reabold’s governance practices. The Proposed Directors would urgently address several material deficiencies from recommended best practice that have been notified to the incumbent Board, most notably relating to the independence of the Chairman and director remuneration considerations – specifically the extension of share option expiry dates and the absence of performance conditions for long term incentive awards.

·       The Company must realise greater value from its projects than it has previously, particularly the West Newton Asset. As such, the Proposed Directors would rapidly seek an experienced farm out partner to significantly de-risk the asset and help Reabold realise value in the next 6-12 months.

·       New, non-dilutive, funding initiatives should be pursued to accelerate and maximise monetisation of the Company’s assets.

• Cash must be returned to shareholders. We are satisfied that the Company has publicly announced that it will return £4m to shareholders. However, we note that this is subject to receipt of the second tranche of the proceeds from the share sale of Corallian Energy which is subject to the development and production consent from North Sea Transition Authority on or before 1 December 2023.

Historic Management Failings

The sale process of Corallian Energy was completed at significantly lower value than expected. Based on Corallian’s historic average gas price valuations of the Victory licence, the Requisitioning Shareholders, no doubt together with the significant majority of other shareholders, expected a substantially higher sale price given the 2C economic valuation range of £146m to £193m. However, the final sale price was only £32m. Despite Reabold owning 49.99% of the share capital of Corallian Energy, net proceeds were only c.£12.7m. It is not clear how much of this is related to transaction fees, and how much relates to excessive fees and options payable to the board of directors of Corallian. Furthermore, one of the co-CEOs is a director of Corallian Energy. There are clear concerns that the directors of Corallian Energy may have been financially incentivised to pursue the sale and therefore declined to explore other, potentially more suitable and value accretive transactions, to the significant detriment of Corallian shareholders – specifically Reabold.

In 2021, the co-CEOs were remunerated a combined £716k. In this year the share price dropped from 0.64p to 0.17p, a 70% decline. Reabold’s annual report for the year ended 31 December 2021 stated: “During the reporting period, the Board undertook a performance evaluation of the Executive Directors. The salaries were benchmarked to market and the committee considered the delivery of our strategic goals.” The rapidly declining share price and loss for the year of £2.675m is completely at odds with this assessment. The Requisitioning Shareholders believe it shows a complete lack of independence by the incumbent non-executive directors together with a collective willingness for the incumbent directors to be remunerated to an excessive degree to the significant detriment of the Company’s shareholders.

Furthermore, neither co-CEO holds a significant shareholding in the Company. Their combined shareholding accounts for less than 1% of the Company’s issued share capital, creating a clear lack of alignment between their incentivisation and the best interests of Reabold’s shareholders.

Requisitioning Shareholders presentation

A presentation from the Requisitioning Shareholders outlining the historic failings of the incumbent directors, current strategic weaknesses and the Requisitioning Shareholders’ proposed strategy can be found at www.reaboldrequisition.com

The Requisitioning Shareholders strongly encourage all Reabold shareholders to support their proposals for change and VOTE IN FAVOUR OF ALL RESOLUTIONS TO BE PROPOSED AT THE GENERAL MEETING.

Contacts