Rose Petroleum plc

Posting of Circular and notice of General Meeting


Posting of Circular and notice of General Meeting

Proposed Waiver of Rule 9 of the Takeover Code
Proposed change of name
Notice of General Meeting
Appointment of Non-Executive Director

Further to the announcement by the Company on 26 June 2013, VANE has posted to shareholders a notice of general meeting (“General Meeting”) of the Company to be held at 10am on 15 August 2013 at the offices of Allenby Capital Limited, 3 St. Helen’s Place, London EC3A 6AB, along with a circular (the “Circular”), in connection with the intention to raise £1,399,000 by way of a conditional subscription (“Subscription”) to new ordinary shares in the Company (“Ordinary Shares”) and a proposed waiver of Rule 9 of the Takeover Code. Extracts from the letter from the Chairman contained in the Circular are set out below, which includes the background to and reasons for the Subscription. A copy of the Circular is available for download from the Company’s website,

In order to facilitate the Subscription, shareholder approval is required of a number of resolutions to be proposed at the General Meeting. At the same time it is proposed to change the name of the Company to Rose Petroleum plc, as further explained below. At the General Meeting, the following resolutions (the "Resolutions") will be proposed:

Resolution 1 - grant a waiver of Rule 9 of the Takeover Code
Resolution 2 - grant of authority to allot shares for cash, disapplying statutory pre-emption rights
Resolution 3 - to change the name of the Company to Rose Petroleum plc

In addition, it is proposed that on completion of the Subscription, Philip Edward Jeffcock (aged 44) be appointed to the Board as a non-executive director. Philip Jeffcock is a founder and Managing Partner of Cew Capital LLP, a boutique commercial real estate investment manager for family offices and private clients. Prior to that Mr. Jeffcock worked as Global Head of Commercial Real Estate at Barclays Wealth (from April 2008 to January 2011), having been the Co-Head of the UK Real Estate Debt Origination team for Barclays Capital between 2005 and 2008. Prior to that, Mr Jeffcock worked at Goldman Sachs International, The Royal Bank of Scotland, Abbey National Treasury Services, 3Legs Venture Capital Plc, Charterhouse Bank and Drivers Jonas. Philip Jeffcock is currently a director of Darley Energy plc and Lorne Capital Ltd.

Please click HERE to download a copy of the full press release (PDF format)

The documents referred to in this press release are available from the downloads section of the company's web site