GRAND CAYMAN, CAYMAN ISLANDS — (Marketwired) — 11/05/14 — Tethys Petroleum Limited (“Tethys” or the “Company”) (TSX: TPL)(LSE: TPL) provided an update on the recent announcement that its board of directors (the –Board–) has received a requisition from Pope Asset Management LLC (the –Proposing Shareholder–) to call an Extraordinary General Meeting of the Company.
Further to engaging with the Proposing Shareholder and certain other shareholders of the Company in connection with the requisition, the Board confirms that it has reached the following understanding with the Proposing Shareholder, which the Board believes is in the best interests of the Company and its shareholders.
Board changes
As previously announced, Dr. David Robson and Liz Landles have stepped down from the Board with immediate effect. Dr. David Robson and Liz Landles will continue working in their executive roles to assist the Board in helping ensure a smooth transition during this period of change.
Shareholder approval for directors nominated by the Proposing Shareholder
Those directors nominated by the Proposing Shareholder – David Botting, David Roberts, John Bell and David Henderson (the –Nominated Directors–) will be put forward for election at an Extraordinary General Meeting of the Company (the –EGM–), to be held as soon as possible in December 2014. The Board believes that given the extensive changes to the composition of the Board that are being proposed by the Proposing Shareholder (which represents under a fifth of the Company–s entire issued share capital), it is appropriate and in the best interests of the Company for all shareholders to have the opportunity to vote on the appointment of the Nominated Directors.
Nominated Directors invited to act as observers prior to the EGM
During the interim period until the EGM, the Nominated Directors will be invited to act as observers on the Board, subject to agreeing to provide appropriate confidentiality undertakings to the Company.
Denise Lay to continue as a director of the Company
Further to reconsidering the requisition, the Proposing Shareholder has confirmed that it would like Denise Lay to continue as a director of the Company. The Board believes, with the full support of the Proposing Shareholder, that it would be in the best interests of the Company for Denise Lay, the Finance Director and Chief Financial Officer of the Company since February 2014, to continue as a director of the Company.
Conditional resignation of remaining directors named in the requisition
It is proposed that those other current directors of the Company named in the requisition step down from the Board (effective on 11.59 p.m. on the evening before the date of the EGM) conditional upon the proxy votes received in advance of the EGM being in favour of the appointment of the Nominated Directors.
Tethys is focused on oil and gas exploration and production activities in Central Asia and the Caspian Region. This highly prolific oil and gas area is rapidly developing and Tethys believes that significant potential exists in both exploration and in discovered deposits.
This press release contains “forward-looking information” including in respect of proposed changes to the constitution of the board of directors of the Company, which shall be subject to compliance with the Company–s articles of association and any applicable regulations, including the requirement for TSX approval of any new directors of the Company. Such forward-looking statements reflect our current views with respect to future events and are subject to certain assumptions. See our Annual Information Form for the year ended December 31, 2013 for a description of risks and uncertainties relevant to our business, including our exploration activities. The “forward looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, the Company undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.
Contacts:
Tethys Investor Relations
Sabin Rossi
Vice President Investor Relations
Tethys Petroleum Limited
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