Information
(Last update 02/05/2024).
The Company is subject to the UK City Code on Takeover and Mergers.
Following the completion of the divestment of the Company’s legacy oil & gas interests/assets and its investment in EAG, Scirocco Energy is an AIM Rule 15 Cash shell seeking to return cash and contingent proceeds, yet to be received, from its various disposals to Shareholders, expected to be via a solvent
Members’ Voluntary Liquidation (“MVL”), following the cancellation of its shares to trading on AIM (the “Cancellation”).
Following shareholder approval of the Cancellation on 7 May 2024, details and further information on both the Cancellation and the proposed MVL, including expected distributions to Shareholders, can be viewed in the Circulars.
As previously stated, distributions would likely occur over the period 2024 – 2026 (and potentially 2027) and are primarily contingent on the payments listed below, linked to development of the Ruvuma field, assuming it proceeds as expected, being received:
- US$3 million payable upon Final Investment Decision (“FID”) being by the parties to the Ruvuma Asset Production Sharing Agreement or the JOA as the case may be.
- Up to US$8 million payable in the form of a 25% net revenue share from the point when Ruvuma commences delivery of gas to the gas buyer.
- Contingent consideration of US$2 million payable on gross production reaching a level equal to or greater than 50 Bcf.
The Board is now working on preparations to launch an MVL and a further circular will be published in due course with information on the MVL which will include a detailed estimate of proceeds (with appropriate disclosure of uncertainties relating to quantum and timing of future distributions). Existing and prospective investors are encouraged to read the circular by the Company on 17 April 2024 for more information on the expected MVL process to be followed.
Corporate Governance Report
The Group’s Corporate Governance Statement can be viewed here.
The Company notes that the appointment of its two non-executive directors were recommended by its largest shareholder, and therefore the Company does not meet the requirement under Principal 5 to have at least two independent non-executive directors on the board.
The information on this page was last updated on [●] [●] 2024, but it is noted it is not reflective of the Company’s status as an AIM Rule 15 cash shell given the Company’s imminent expected cancellation from trading on AIM.
The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters.
| Name | Title | |
|---|---|---|
 |
Alastair Ferguson | Non-Executive Chairman |
Biography
Mr. Ferguson has more than 40 years of commercial and business experience in the oil and gas industry. He has developed international gas projects throughout EMEARC and has specific expertise in M&A, turnarounds and developing new business. He has proven leadership skills and an ability to operate in challenging business and political environments. Alistair has spent the last 8 years in various Non-Executive Director and Chairman positions with JKX Oil and Gas, KazMunaiGas Exploration and Production and Zoltav Resources. He has 33 years of experience in E&P with BP. Between 2003 and 2011 he was Executive VP for Gas and Power at TNK BP in Moscow, where he developed the company’s gas and power business in Russia and Ukraine. He is a Chartered Engineer and holds a BSc (Hons) in Mining Engineering from Strathclyde University and an MBA from Warwick University. He became non-executive Chairman in August 2018 and took on the role of Executive Chairman in February 2019. |
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Matt Bower | Non-Executive Director |
| Biography
Experienced executive director and Company Secretary of AIM, CSX & TSX listed and private equity backed companies. Extensive financial and commercial experience, including funding and structuring hi-growth companies Strategic board advisor and mentor to multiple successful start-up technology and innovation companies Mr. Bower has more than 40 years’ experience in the Marine and Energy sector in senior management and leadership roles with an expertise in restructuring companies, strategic planning and business optimisation of SME’s focusing on sustainable processes and technologies. Since 2017 he has fulfilled a key leadership role during the restructuring of a listed company and led the business in an executive capacity and Company Secretary during a highly challenging market environment through to a fully funded going concern and subsequent company sale maximising shareholder value. More recently he has focused on technology commercialisation and business optimisation at a strategic and operational level having received The 2023 Green Solution Provider Award for work on reducing NOx emissions. Matt is a Class 1 Master Mariner having gained his qualification from the Solent University; Southampton |
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Niall Roberts | Independent Non-Executive Director |
Biography
Mr. Roberts has 10+ years of experience working with international fertiliser companies developing new production techniques, improving chemical compositions and identifying new markets. Niall remains CEO of Fluechem Ltd, which specialises in reducing SOx & NOx emissions within the marine industry, helping ship owners meet their IMO objectives globally. Overseeing the companies supply chain from originating raw material producers, manufacturing bespoke reagents locally for vessel owners – to offering technical advice whilst constantly evolving with the fast paced industry and regulations. Outside of the manufacturing sector Niall has a solid background in the maritime world, assisting Streamline Shipping and Prasinus Holdings Ltd. with moving hundreds of thousands of metric tons of raw material around the world annually, opening up new markets for all stakeholders involved. And in doing so reducing risks associated with currency fluctuations, energy costs, variating commodity prices and changing legislation. Mr. Roberts studied Maritime Business & Law ascertaining a BSc and furthered his education at York University in International Law LLP gaining a Diploma. |
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Scirocco Energy is operated from the United Kingdom. Incorporated in England and Wales.
| File type | File name |
|---|---|
| Articles of Association | |
| Memorandum of Association | |
| Readmission Document – ITI | |
| Admission Document – SJA |
| Number of Shares | |
|---|---|
| Total shares on issue | 900,496,096 |
| % of securities not in public hands | 51.1% |
In addition the Company has 265,324,634 deferred shares of 0.69p each. These deferred shares are non-voting, are not admitted to trading on AIM and are not entitled to any participation in the profits or the assets of the Company. These shares resulted from the reverse takeover of Emersion Technology International plc and have no material significance to the current publicly traded shares.
| Investor | Shareholding (%) | Shares (#) |
|---|---|---|
| INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED | 17.61% | 158,566,621 |
| HARGREAVES LANSDOWN (NOMINEES) LIMITED | 17.05% | 153,490,693 |
| HSDL NOMINEES LIMITED | 10.09% | 90,883,331 |
| FOREST NOMINEES LIMITED* | 9.33% | 83,994,128 |
| VIDACOS NOMINEES LIMITED | 8.92% | 80,307,533 |
| DAVYCREST NOMINEES | 4.69% | 42,251,258 |
| BARCLAYS DIRECT INVESTING NOMINEES LIMITED | 4.69% | 42,228,015 |
| Oliver Butlin | 3.7635% | 33,889,965 |
| Frazar Lang* | 5.15% | 46,404,513 |
Director Holdings
| Investor | Shareholding (%) | Shares (#) |
|---|---|---|
| Alastair Ferguson | 2.70% | 24,325,395 |
| Tom Reynolds** | 0.27% | 2,464,108 |
* Understood by the Company to be under common control.
** Includes indirect interest of 286,738 shares held by Paula Reynolds
This was the position as of 30/04/2024
Share Graphs
View Latest Share Graphs
There are no restrictions on the transfer of the Company’s AIM securities.
| Share Registrars: Share Registrars Limited The Millennium Centre, Crosby Way, Farnham, GU9 7XX |
Investor Relations: Buchanan Communications Ltd 107 Cheapside, London, EC2V 6DN |
| Auditors: PKF Littlejohn 15 Westferry Circus, Canary Wharf, London E14 4HD |
Solicitors: Pinsent Masons 1 Earl Grey Street, Edinburgh, EH3 9AQ |