Key actions needed urgently

Positioning Reabold to create sustainable shareholder value

  1. Significantly reduce the Company’s general & administration expenses;
    — Revised board & management structure;
    — The proposed directors will forgo any cash payment
  2. Align the Company’s senior management with shareholders by appointing directors with meaningful stakes in the Company together with truly independent directors;
    — Implement robust corporate governance policies which the incumbent Board do not seem inclined to follow;
  3. Engage with other shareholders to maximise potential returns;
    – Realise maximum value from existing projects;
  4. Pursue funding initiatives to accelerate and maximise monetisation of the Company's assets;

Key Action 1

Revised Board & Management Structure

We are concerned that the existing co-CEO structure is not working

  • The current structure doubles the CEO cost base; co-CEOs remunerated in the amount of £716k in 2021
  • Lack of clear leadership / accountability impedes value creation
  • Absence of industry expertise to invest into projects directly, i.e. through farm-ins etc, rather than indirectly through corporate investments that come with the associated additional layer of costs

We urgently require a single CEO with technical and commercial expertise. We have identified:

  • Two highly qualified individuals and have initiated discussions with them, with a view that one of them would take the CEO role if we are successful
  • Both parties have extensive industry expertise and, in our view, the correct blend of both technical and commercial experience

We believe the conservation of capital is critical and urge shareholders to appoint a newly constituted board to execute a strategy which is in the best interests of all shareholders comprising of:

  • The appointment of a new CEO
  • Retain existing CFO and propose his promotion to the board
  • The appointment of John McGoldrick as independent non-executive Chairman and Francesca Yardley as an independent non- executive
  • The appointment of Kamran Sattar and Cathal Friel as non-executive directors

The proposed non-executive directors will forgo any cash payment for the first 12 months and will be paid £25,000 in equity for the period

Key Action 2

Implement robust corporate governance policies which the incumbent Board do not seem inclined to follow

Reabold’s website states that “The Directors of the Company have formally applied the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”)”. Despite this, there are some corporate governance issues that are clearly not in the best interests of Shareholders that requires immediate attention to resolve. These have been highlighted as follows:

ISS Proxy Report June 2022

  • In relation to the extension of the existing share option held by Sachin Oza, Stephen Williams and Anthony Samaha, ISS stated that “the extension of expiry dates allows the Directors to benefit on the exercise of options that would have otherwise remain at potential risk of being underwater. This is not deemed in line with best practice”
  • Additionally long-term incentive awards granted to FD Anthony Samaha are not subject to performance conditions and feature a vesting period of less than three years.
  • An abstention on the re-election of Jeremy Edelman is warranted as “potential independence issues has been identified and he currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size”;
  • Other items flagged as not best governance practice include; the senior non-executive director is not considered to be independent, the Audit Committee is not considered fully independent, the Remuneration Committee is not considered fully independent and the Board has not yet created a Nominations Committee. The Requisitioning Shareholders are concerned by the clear absence of good governance practices and the benefits it brings

Glass Lewis Proxy Report June 2022

  • Recommended against the re-election of Chairman Jeremy Edelman
  • Furthermore it was noted that “shareholders should be mindful of the lack of gender diversity on the board”. We are seeking to address this with our Proposed Board

The requestioning shareholders are concerned that these issues are material and require the immediate attention to be resolved and restore credibility in Reabold’s governance practices

Key Action 3

Realising value from existing projects in the next 6 to 12 months

West Newton

  • As outlined on slide 6, the existing Board’s previous drilling attempt at
    West Newton was disastrous, resulting in the damaging of the well. It is our understanding that the current Board rushed into this drilling attempt without the required preparation and diligence, to distract from their failed approach for Deltic Energy Plc and there has been no accountability from the Board regarding this failure;
  • It is the Proposed Board’s plan to position the West Newton assets for a farm out after a successful drill result. Our desire is not to change track for West Newton but to de-risk the incumbent directors’ plan and ensure the Company takes into account all the technical expertise already available with the project partners. Removing the incumbent directors will not delay West Newton but will further enhance the
    chance of success by reducing the co-CEOs’ excessive costs and replacing them by a single more technically advanced and adept CEO with the experience and knowledge to make a far more informed decision. We are keen to forge a close working relationship with the
    Company’s partners. As such, we would rapidly look to bring in an experienced farm out partner who would significantly de-risk the asset and help Reabold realise significant value for the asset.

Corallian Assets (North Sea Licenses)

  • Our plan is to commence the farm out of the recently acquired Corallian assets, completing similar deals to the Daybreak deal, where revenue and shareholder value can be rapidly realised;
  • We see significant potential with these licenses however we do not have sufficient confidence that the Board can realise this value given there recent track record of executing sub-optimal deals for Reabold’s shareholders.


  • Reabold has been indecisive in their approach in Romania and there is no clear visibility or plan to achieve a return on the £5m invested in Danube Petroleum to date;
  • The Proposed Board would immediately start a process to sell or farm out the Danube asset to ensure Reabold’s shareholders receive some return from this investment.

Key Action 4

Pursue non-dilutive funding initiatives to accelerate and maximise monetisation of Reabold’s assets

The requisitioning shareholders have the ability to bring in new capital to fund a range of exciting asset purchases by leveraging our significant investor network;

  • We have identified a range of attractive, production assets;
  • All proposed deals will be structured to ensure they are non-dilutive to existing shareholders;
  • We plan to farm out these assets and we have successfully supported similar transactions such as Portillion’s transaction with Daybreak Oil & Gas and Cornerstone Resources Group’s farm out of Abbey Development and Baker licenses.

Our objective is to ring fence these target assets into newly established subsidiaries. We will ensure the debt is non-recourse, secured exclusively on the assets;

This structure will protect the existing shareholders and avoid the dilution that additional equity raises would create:

  • This is a mistake the incumbent directors have previously made as they acquired companies not assets;

This approach will help us complete deals quicker and more effectively, ultimately delivering improved returns to Reabold’s shareholders

Key Action 5

Return cash to shareholders

Complete a share buyback whereby we intend to complete a tender offer to buyback Reabold’s shares

It is our intention to undertake a share buyback using part of the proceeds from the sale of Corallian Energy as and when they are received;

This should increase liquidity in the stock and help to move the price upwards.

This approach will help us complete deals quicker and more effectively, ultimately delivering improved returns to Reabold’s shareholders