White Nile Ltd has announced a proposal for the future operation of the Company and hereby gives notice that an Extraordinary General Meeting of the Company will be held at Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey, on Tuesday, January 6 at 8.30 a.m.
Since listing in 2005, White Nile has assembled a portfolio of early stage exploration licenses in Southern Sudan, Ethiopia, Kenya and Nigeria. The development of these assets has been on-going and the Company has invested funds in these exploration projects in order to evaluate their respective hydrocarbon potential. However, due to certain situations beyond the control of the Board, including the fluctuating political situation in Southern Sudan and the current global economic downturn, it has not been possible, to date, to fully maximize the initial perceived value of the Company's portfolio.
On October 22, 2008, the Company provided shareholders with a detailed update on the current situation in Southern Sudan and subsequently obtained shareholder approval to convert the 155 million Ordinary Shares held by the Government of Southern Sudan ('GOSS') through Nile Petroleum Corporation Limited into non-voting deferred shares. These shares will remain deferred until complete clarity of title can be given as to the Company's position within Block Ba or an acceptable position within a consortium to develop an enlarged Block B is agreed.
Although the Board remains fully supportive and committed to the Southern Sudanese, it is recognized that there are wider political issues which are the current focus for the GOSS and realistically, the Board does not believe that the resolution of title issues relating to Block Ba or the establishment of an acceptable consortium in respect of Block B will occur before the referendum on total independence for Southern Sudan is held on January 9, 2011.
The Board believes that in the current economic environment, which is not conducive to the continued funding of non-producing early stage oil & gas exploration assets, combined with the current political position in Southern Sudan, the Company's current strategy of concentrating on oil & gas exploration is not now in the best interest of shareholders.
Following an extensive review of alternative strategies, the Board has identified the agricultural sector in Africa as being an area of activity which it believes is resilient enough to generate returns on investment even in this current economic environment.
Accordingly, the Board is proposing that the Company seeks to acquire or invest in businesses or projects operating in the agricultural and associated civil engineering industries in Africa (the 'Investing Strategy').
The Company will, if Shareholders approve the adoption of the Investing Strategy, become an investing company under the AIM Rules and will be required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement the Investing Strategy to the satisfaction of the London Stock Exchange within twelve months of the approval of the Investing Strategy by Shareholders.
The Board proposes that the Investing Strategy will be:
- to invest in and develop projects;
- to acquire companies; and/or
- to acquire interests in companies,
whose operations comprise agricultural businesses or associated civil engineering projects and whose operations at the date of acquisition are principally in central and southern Africa. The Company's investment objective is to provide Shareholders with an attractive return on their investment predominantly through capital appreciation generated by the growth of any acquired businesses or interests.
In particular, the Directors will seek to invest in businesses or participate in projects with the following criteria:
- they are located in areas which are attracting substantial foreign investment;
- they have potential for rapid sustainable growth; and
- they already possess a proven business model which is expected to provide attractive returns on capital.
The Directors have many years' experience working with and for companies operating in Africa. They will use their extensive business contacts and knowledge to source the most attractive transactions and assess potential targets for acquisition. Accordingly, it is anticipated that initial due diligence of any possible acquisition target will be carried out by the Directors who will seek specialist advice as they deem necessary.
The Board intends that the Company will be an active investor and will seek to add substantial value, both operationally and strategically, to the businesses or assets acquired. The Board intends to focus on owning the whole or majority interests in a small number of businesses, but may make minority investments if suitable opportunities arise.
In light of the new circumstances described above, the Board is proposing that the Company shall change its name to "Agriterra Limited".
At the EGM, resolutions will be proposed as follows:
1. To approve the change of name of the Company to “Agriterra Limited”; and
2. To approve the adoption of the Investing Strategy.