TIDMMOIL
RNS Number : 8185C
Madagascar Oil Limited
22 January 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN
22 January 2015
MADAGASCAR OIL LIMITED
("Madagascar Oil" or the "Company")
Appointment of CEO and other Board Changes
Madagascar Oil (AIM:MOIL) is pleased to announce the following
Board appointments: Robert Estill, as Chief Executive Officer,
Michael Duginski, as an Independent Non-Executive Director and
Andrew Morris (an existing Non-Executive Director) as Non-Executive
Chairman all of which took place on 21 January 2015.
As envisaged by the board structure set out in the deed of
undertaking (as announced on 24 September 2014) (the "Deed of
Undertaking"), upon the appointments of Michael Duginski and Robert
Estill, Richard Laing has resigned from the Board with effect from
21 January 2015 to pursue other business interests and Gordon Stein
has stepped down from the Board with effect from 21 January 2015,
but will remain in his role as Chief Financial Officer of the
Company.
Robert Estill has joined the Company as Chief Executive Officer,
bringing with him 30 years of leadership experience in exploration,
production, development and management, in international oil and
gas companies. He recently spent 11 years at Marathon Oil
Corporation ("Marathon Oil"), where he held the position of Vice
President of Strategic Planning and Portfolio Management and, prior
to this, he was President and Managing Director of Marathon Oil
U.K., Ltd. Before joining Marathon Oil, Mr. Estill spent 18 years
at Texaco Inc., which included several senior management positions
across the United States, including leading thermal operations as
Texaco's California Business Unit Manager located in Bakersfield
California. Additionally, during his time with Texaco, Mr. Estill
worked for four years in Indonesia, where he was appointed Area
Engineer for Caltex Pacific Indonesia, located in Sumatra,
Indonesia, and was later named as Area Manager for the Duri
Business Unit in Indonesia, leading the Duri steam flood
operations, which achieved over 300,000 bopd from the injection of
ca. 1 million barrels of water per day. Mr. Estill graduated from
the University of Missouri, Rolla, with a Bachelor of Science
degree in Petroleum Engineering and later earned a Masters of
Business Administration degree from the University of Phoenix.
Michael Duginski has joined the Company as an Independent
Non-Executive Director. Mr. Duginski was most recently with Berry
Petroleum Company ("Berry Petroleum") since 2002, where he has
acted as Executive Vice President and Chief Operating Officer since
September 2007. Berry Petroleum was a U.S. independent heavy oil
developer with over 100 million barrels of proved heavy oil
reserves. Before joining Berry Petroleum, Mr. Duginski spent 14
years at Texaco Inc., where his positions included Production
Manager of the Kern River Field, a multi-billion barrel heavy oil
steam flood with over 100,000 bopd of production, Director of New
Business Development, Gas and Power Operations Manager, and
engineering and leadership roles for several U.S. heavy oil fields.
Mr. Duginski graduated from the University of Arizona, with a
Bachelor of Science degree in Mechanical Engineering and later
earned a Masters of Business Administration degree from California
State University, Bakersfield.
As further detailed in the Company's announcement dated 24
September 2014 and in the open offer circular dated 20 October
2014, pursuant to the terms of the Deed of Undertaking, the Company
has agreed an intended composition of the Board with two of its
major shareholders, SEP African Ventures Limited ("SEP") (formerly
Persistency Private Equity Limited) and Outrider Master Fund, L.P
("Outrider"). The Company can confirm that it has discussed these
appointments with representatives of SEP and Outrider and SEP has
confirmed that Mr. Duginski satisfies the role of the independent
non-executive director with thermal recovery cyclic steam/steam
flood industry experience who is required to be approved by SEP
pursuant to the Deed of Undertaking.
Andrew Morris, an existing Non-Executive Director of Madagascar
Oil, has been appointed as Non-Executive Chairman of the Company.
Mr. Morris joined the Board on 22 October 2014, as the nominated
representative of SEP, and previously held the position of
Non-Executive Chairman from 18 December 2012 to 14 November
2013.
Issue of Options
In relation to the appointments described above, the following
share options were granted on 21 January 2015.
All share options (the "Options") have been awarded pursuant to
the Madagascar Oil Limited Unapproved UK Incentive Plan (the
"Plan") and are exercisable for a maximum of 10 years from the date
of grant (although they may lapse earlier in accordance with the
rules of the Plan in the event of termination of employment or
engagement), with an exercise price of 10.25p.
Director Number of Vesting period
Options granted
Robert Estill 4,000,000 One third after 6 months, one third
after 18 months and one third after
30 months
----------------- -------------------------------------
Michael Duginski 500,000 Vest in full after 6 months
----------------- -------------------------------------
Andrew Morris 500,000 Vest in full after 6 months
----------------- -------------------------------------
The Board would note that the Options have been issued with an
exercise price matching that of the Placing and Open Offer,
announced on 24 September 2014, being a 121.6% premium to the share
price at the close of business on 21 January 2015, being the latest
practicable date prior to this announcement, of 4.625p.
Iain Patrick, Senior Independent Director, said:
"The Board is delighted to have recruited directors of the
calibre of Robert and Michael and the Madagascar Oil team are all
looking forward to working with them. Their extensive experience,
especially in the area of thermal recovery projects, will be
critical to the Company as it moves into the next phase.
"The Board is particularly pleased that, in Mr. Estill, we have
found a candidate who has the right skills and experience to lead
the Company through its continued preparations for commencement of
the first phase of development of the Tsimiroro Block and
beyond.
"The Board is similarly pleased to welcome Mr. Duginski to the
Board, who brings with him a wealth of experience both in the oil
& gas sector generally and specifically in heavy oil thermal
projects and is also pleased that Andrew has agreed to become
Chairman of the Company, at this critical stage in its
development."
Andrew Morris, Non-Executive Chairman, said:
"I am delighted to have been asked to serve again as Chairman of
the Company at such a pivotal and exciting time for the Company. I
would like to welcome Robert and Michael to the Company - their
skills will be invaluable in taking the Company forward.
"On behalf of the Board, I would like to thank Richard Laing for
his substantial contribution to the Company during his tenure on
the Board, which has involved a significant amount of work, over
and above that envisaged for a Non-Executive Director, particularly
over the last eighteen months. We wish him all the best in the
future.
"I would particularly like to thank Gordon Stein for stepping
down from the Board to make way for Robert's arrival. Gordon will
be continuing in his role as Chief Financial Offer, a role that he
has fulfilled with distinction since joining the Company in June
2013. Gordon continues to have the full support of the Board in his
role as CFO."
Robert Estill, Chief Executive Officer, said:
"I am excited to be joining Madagascar Oil as CEO at this
critical juncture and look forward to working with the team and the
Company's stakeholders to ensure that all of our projects continue
to develop successfully and that we deliver sustainable shareholder
value."
The information included below is required under Schedule Two
Part (g) of the AIM Rules for Companies:
Michael Duginski (aged 49)
Current Directorships/Partnerships Past Directorships/Partnerships
(past 5 years)
Sentinel Peak Royalty LLC None
MCD at Pioneer Hills LLC
Bracia LLC
Robert Eugene Estill (aged 55)
Current Directorships/Partnerships Past Directorships/Partnerships
(past 5 years)
Estill Affiliates Inc None
There is no further information to be disclosed pursuant to
Schedule Two Part (g) of the AIM Rules for Companies.
-ENDS-
Contact Information:
Madagascar Oil limited
Robert Estill - Chief Executive
Officer
Andrew Morris - Non-Executive Chairman
Iain Patrick - Senior Independent
Director +44 (0) 20 3356 2731
Strand Hanson Limited
Stuart Faulkner
Angela Hallett
James Dance +44 (0)20 7409 3494
Mirabaud Securities LLP
Rory Scott
Edward Haig-Thomas +44 (0)20 7878 3360
VSA Capital Limited
Andrew Monk
Andrew Raca
Justin McKeegan +44 (0) 20 3005 5000
Bell Pottinger
Henry Lerwill +44 (0)20 3772 2500
This information is provided by RNS
The company news service from the London Stock Exchange
END
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