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2018-10-02 13:30:51
2 October 2018
WENTWORTH RESOURCES LIMITED
("Wentworth" or the "Company")
Primary Insider Notification
Reference is made to the stock exchange announcement by Wentworth, the Oslo Børs
(OSE: WRL) and AIM (AIM: WRL) listed independent, East Africa-focused oil & gas
company, dated 2 October 2018, regarding the results of the special meeting of
the Company held on 2 October 2018 (the "Special Meeting"), resolving, inter
alia, the re-domiciliation of Wentworth from Alberta, Canada to Jersey, Channel
Islands (the "Continuance").
Pursuant to the Business Corporations Act (Alberta) (the "ABCA"), eligible
shareholders had a right to dissent to the Continuance, provided that
notification of such dissent has been sent to the Company at or prior to the
Shareholders' Meeting. Shareholders who have exercised (and not withdrawn) such
right of dissent will, provided that the Continuance becomes effective, be
deemed to have transferred to the Company for cancellation their common shares
(determined as of the close of business on the last business day (in Alberta)
before the day of the Shareholders' Meeting (i.e. on 1 October 2018)).
Based on a preliminary counting of the number of shareholders having exercised
their right of dissent and the number of common shares held by them as of the
relevant date, the Company announces that it will be required to acquire
2,329,326 common shares of the Company, representing 0.88% of the issued and
outstanding common shares of the Company, from dissenting shareholders. The
relevant shares will be deemed transferred to the Company at the time the
Continuance becomes effective (expected late October 2018). The Company will pay
a price per common share acquired equal to the fair value of such shares
determined as of the close of business on 1 October 2018, as agreed between the
Company and each dissenting shareholder or, absent such agreement, as determined
by a court of law having jurisdiction over the matter, as further governed by
the ABCA. The Company will publish an update of the number of common shares the
Company will be required to acquire, if the number change following the final
counting of such number of shares.
The common shares acquired by Wentworth will be cancelled and the Company will,
following such cancellation, not own any common shares in the Company.
Enquires:
Wentworth Eskil Jersing, eskil.jersing@wentworthresources.com
Chief Executive +44 7717 847 623
Officer
Katherine Roe, katherine.roe@wentworthresources.com
Chief Financial +44 7841 087 230
Officer
Stifel Nicolaus AIM Nominated +44 (0) 20 7710 7600
Europe Limited Adviser and Broker
(UK)
Callum Stewart
Ashton Clanfield
Peel Hunt LLP Broker (UK) +44 (0) 20 7418 8900
Richard Crichton
Ross Allister
FTI Consulting Investor Relations wentworth@fticonsulting.com
Adviser (UK) +44 (0) 20 3727 1000
Sara Powell
Kim Camilleri
About Wentworth
Wentworth is a publicly traded (OSE: WRL, AIM: WRL), independent oil & gas
company with: natural gas production; exploration and appraisal opportunities;
all in the Rovuma Delta Basin of coastal southern Tanzania and northern
Mozambique.
Inside Information
The information contained within this announcement is deemed by Wentworth to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 ("MAR"). On the publication of this announcement via a
Regulatory Information Service ("RIS"), this inside information is now
considered to be in the public domain.
Cautionary note regarding forward-looking statements
This press release may contain certain forward-looking information. The words
"expect", "anticipate", believe", "estimate", "may", "will", "should", "intend",
"forecast", "plan", and similar expressions are used to identify forward looking
information.
The forward-looking statements contained in this press release are based on
management's beliefs, estimates and opinions on the date the statements are made
in light of management's experience, current conditions and expected future
development in the areas in which Wentworth is currently active and other
factors management believes are appropriate in the circumstances. Wentworth
undertakes no obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information, future events
or otherwise, unless required by applicable law.
Readers are cautioned not to place undue reliance on forward-looking
information. By their nature, forward-looking statements are subject to numerous
assumptions, risks and uncertainties that contribute to the possibility that the
predicted outcome will not occur, including some of which are beyond Wentworth's
control. These assumptions and risks include, but are not limited to: the risks
associated with the oil and gas industry in general such as operational risks in
exploration, development and production, delays or changes in plans with respect
to exploration or development projects or capital expenditures, the imprecision
of resource and reserve estimates, assumptions regarding the timing and costs
relating to production and development as well as the availability and price of
labour and equipment, volatility of and assumptions regarding commodity prices
and exchange rates, marketing and transportation risks, environmental risks,
competition, the ability to access sufficient capital from internal and external
sources and changes in applicable law. Additionally, there are economic,
political, social and other risks inherent in carrying on business in Tanzania
and Mozambique. There can be no assurance that forward-looking statements will
prove to be accurate as actual results and future events could vary or differ
materially from those anticipated in such statements. See Wentworth's
Management's Discussion and Analysis for the period ended 30 June 2018,
available on Wentworth's website, for further description of the risks and
uncertainties associated with Wentworth's business.
Notice
Neither Oslo Børs nor the AIM Market of the London Stock Exchange has reviewed
this press release and neither accepts responsibility for the adequacy or
accuracy of this press release.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.