AIM Rule 26

This website contains all information which is required to be disclosed in accordance with Rule 26 of the AIM Rules and is disclosed for that purpose

Description of the business & Investment strategy

New World Oil and Gas Plc is an oil and gas operating company with an ongoing project in Belize.

New World has a highly experienced Board with proven track records in identifying, operating and developing E&P oil and gas projects. The Board has a defined investment strategy centered on evaluating potential opportunities according to strict investment criteria and on an individual merit basis. Management is constantly evaluating additional projects that would complement the Company's portfolio, particularly late stage exploration or early production projects located in basins with large proven reserves that, in the opinion of the Directors, are undervalued, underdeveloped or under-performing.

New World is actively looking for a farm-in partner for its 100% owned working interest in the Blue Creek PSA in Belize in order to reduce the costs and risks associated with advancing the project. Once a farm-in partner has been found the Group intends to drill a well on the C South Prospect which is located in the eastern part of the northern licence block. A robust prospect has been seismically defined and a well location identified. An outline drilling plan is ready and an AFE is being prepared.

In addition, the Company is also pursuing new opportunities which have the potential to generate immediate or short term cash flow. Analysis has indicated that oilfield enhancement is an area that requires minimum up-front investment and potentially very significant upside. New World has been negotiating with companies that are knowledgeable in their respective geographical areas, with good contacts and technical expertise in oilfield enhancement. The Company feels that its field operations experience, coupled with good local partners, provides the best potential for future developments.

Investment Criteria

The names of the directors, biographical details and Directors' responsibilities


Adam Reynolds

Director

Mr Reynolds is a former stockbroker with over 35 years' experience within the UK financial services sector. In 2000, Mr Reynolds founded Hansard Group plc which was admitted to trading on AIM in 2000. Mr Reynolds is currently a director of several AIM traded companies: he is a non-executive director of EKF Diagnostics Holdings plc, a point-of-care, central laboratory, and molecular diagnostics company, Orogen Gold Plc, a gold exploration company and Premaitha Health Plc, a company involved in the development of prenatal screening devices. He is also a director of Autoclenz Group Limited, Reyco Limited and Madavinci Gold Limited.

Adam_Reynolds.jpg

Nicholas Lee

 

Director

Mr Lee has more than 25 years of experience in investment banking and working as a company director. He qualified as a Chartered Accountant, and then joined Kleinwort Benson Group plc where he worked in their corporate finance department advising a range of companies across a number of different sectors and where from March 2007 he was Managing Director and Head of Banking, Hedge Fund Solutions. Mr Lee is involved with a number of companies quoted on AIM. He is currently the Executive Chairman of Paternoster Resources plc, a natural resources investing company, Non-executive Chairman of MX Oil plc, an oil and gas investing company and a Senior independent non-executive Director of London Capital Group Holdings plc, a financial services company.

Corporate Governance and Board Committees

The Board has established an Audit Committee and Remuneration Committee with formally delegated duties and responsibilities.

Audit Committee

The Audit Committee comprises two directors, Adam Reynolds and Nick Lee and is chaired by Adam Reynolds. The Audit Committee will meet at least three times a year and at such other times as the chairman of the Audit Committee shall deem necessary. The Audit Committee receives and reviews reports from management and the Company's auditors relating to the interim and annual accounts and keeps under review the accounting and internal controls which the Company has in place.

Remuneration Committee

The Remuneration Committee comprises two directors, Adam Reynolds and Nick Lee and is chaired by Nick Lee. The Remuneration Committee will meet at such times as the chairman of the Remuneration Committee or the Board deem necessary. The Remuneration Committee determines and reviews (in consultation with the Board) the terms and conditions of service of the directors. The Remuneration Committee will also review the terms and conditions of any proposed share incentive plans, to be approved by the Board and the Company's shareholders. The Remuneration Committee is responsible for administering and setting the overall policy and procedures of the Company's Long Term incentive Plan and the Company's discretionary annual bonus plan.

Bribery Act 2010

The Bribery Act 2010 (“Bribery Act”) which came into force in the UK on 1 July 2011, prescribes criminal offences for individuals and businesses relating to the payment of bribes and, in certain cases, a failure to prevent the payment of bribes. Whilst the Directors believe that the New World Group conducts its affairs in a manner which means that either the Bribery Act will not apply to any member of the New World Group or which would in any event not result in any criminal offence being committed by a member of the New World Group or any of its directors, the Company has nonetheless established procedures designed to ensure that no member of the New World Group engages in conduct for which a prosecution under the Bribery Act may result.

The Company has adopted and operates a share dealing code consistent with Rule 21 of the AIM Rules for Companies and will take all proper and reasonable steps to ensure compliance by the Directors and relevant employees in relation to dealings in the Company's ordinary shares.

Corporate Governance

The Company is not required to comply with the provisions of the UK Corporate Governance Code (the "Corporate Governance Code") or any Jersey corporate governance code. The Directors however recognise the importance of sound corporate governance commensurate with the size of the Company and the interests of Shareholders. As the Company grows, the Directors intend that it should develop policies and procedures which reflect the Corporate Governance Code, so far as is practicable, taking into account the size and nature of the Company. The Board has established an Audit Committee and Remuneration Committee with formally delegated duties and responsibilities. The Company is subject to the UK City Code on Takeovers and Mergers.

Country of incorporation and main country of operation

New World Oil and Gas plc was incorporated and registered in Jersey with registered number 105517. Currently, the Company's main country of operation is Belize.

The Company is incorporated in Jersey and therefore the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

Current constitutional documents

Please click on the links below for the Articles of Association

Admission Document

Please click on the link below to access the Company's Admission Document dated 06 May 2011

Please click on the link below to access the Company's Readmission Admission Document dated 3 July 2012

Details of any other exchanges or trading platforms

The Company's Ordinary Shares of no par value are listed on the AIM. The Company's shares are also traded on ISDX (secondary listing) with symbol "NEW.GB".

Number of securities in issue

The Company has the authority to issue an unlimited number of shares of no par value, and currently has 4,591,596,741 such shares issued and fully paid. 0.53% of the Company's securities are not in public hands. No shares are held in treasury.

Significant Shareholders

As at 29 March 2016, shareholders holding more than 3% of the share capital of New World were:

Shareholder Shareholding Percentage
TD DIRECT INVESTING NOMINEES (EUROPE) LIMITED 518,169,628 10.92%
BARCLAYSHARE NOMINEES LIMITED 497,131,142 10.47%
FISKE NOMINEES LIMITED 375,118,383 7.90%
HARGREAVES LANSDOWN (NOMINEES) LIMITED 351,848,598 7.41%
HSDL NOMINEES LIMITED 301,388,898 6.35%
HARGREAVES LANSDOWN (NOMINEES) LIMITED  233,531,313 4.92%
INVESTOR NOMINEES LIMITED 193,019,329 4.07%
HARGREAVES LANSDOWN (NOMINEES) LIMITED 154,689,162 3.26%

Details of any restrictions on the transfer of securities

There are no restrictions on the transfer of securities.

Company announcements

Please click on the link below to access notifications made by the Company in the past 12 months
(London Stock Exchange).

Advisers

Company Secretary

Elian Fund Services (Jersey) Limited 44 Esplanade, St Helier, Jersey JE4 9WG

Nominated Adviser

Beaumont Cornish Limited,
2nd Floor, Bowman House,
29 Wilson Street,
London, EC2M 2SJ,
United Kingdom

Broker

Cornhill Capital
4th Floor
18 St Swithins Lane
London
EC4N 8AD

Auditors

Chapman Davis LLP,
2 Chapel Court,
London, SE1 1HH,
United Kingdom

Company Solicitors (English Law)

Watson Farley & Williams LLP,
15 Appold Street,
London, EC2A 2HB,
United Kingdom

Advisors (Jersey Law)

Ogier,
44 Esplanade,
St Helier,
Jersey, JE4 9WG,
Channel Islands

Principal Bankers

Barclays Wealth,
Jersey Corporate Team,
39/41 Broad Street,
St Helier,
Jersey, JE4 8PU,
Channel Islands

Registrars

Computershare Investor Services (Jersey) Limited,
Queensway House,
Hilgrove Street,
St Helier,
Jersey, JE1 1ES,
Channel Islands.

Financial Public Relations

St Brides Partners Ltd,
3 St Michael's Alley, 
London, EC3V 9DS

Competent Person

RPS Energy,
411 North Sam Houston Parkway East,
Suite 400, Houston,
Texas, USA

Advisers (Belize Law)

Barrow & Williams,
84 Albert Street,
Belize City,
Belize, Central America

ISIN

Please note that the Company's ISIN number is JE00B65FK239.

 

Page last up-dated: 16 September 2016