RAK Petroleum Public Company Limited, the energy investment company, today announced that it reached common ground with representatives of a Norwegian group known as the ”DNO Initiative” to support possible plans by DNO International ASA to seek an additional listing on a major exchange and help ensure its successful implementation.
RAK Petroleum is DNO International’s largest shareholder with a 42.8 percent stake. The DNO Initiative, a Norwegian-based “cybergroup”, is comprised of a large number of small Scandinavian shareholders in DNO International. In discussions between representatives of the DNO Initiative led by Torstein Øygarden and the Chairman of RAK Petroleum, Bijan Mossavar-Rahmani, the parties reviewed the implementation of their agreement dated 31 October 2011.
A primary concern expressed by the DNO Initiative was that in light of public statements made by DNO International regarding a contemplated additional listing in 2012, any move by RAK Petroleum to reduce its shareholding in the company ahead of or following any such listing could result in downward pressure on the share price, as it could lead to an influx of a large volume of shares on the market and be interpreted as signalling a reduced commitment to DNO International by its key shareholder.
The DNO Initiative requested that RAK Petroleum reconsider an earlier statement that it would reduce its shareholding in DNO International to 30 per cent by year-end 2012 and to indicate instead its full commitment to the company by participating in any offering in connection with a possible listing, giving the same opportunity to other large shareholders. RAK Petroleum has acceded to this request. The manner, extent and timing of a future reduction, if any, by RAK Petroleum of its shareholding in DNO International will be at RAK Petroleum’s discretion.
The DNO Initiative also acknowledged that RAK Petroleum has made significant positive contributions to the performance of DNO International over the past year, including identifying and helping capture opportunities for DNO International in the Middle East and North Africa region. The DNO Initiative stated that it is in the best interest of all shareholders for RAK Petroleum to continue to play such a role.
The DNO Initiative stated that the establishment of a nomination committee and the election of an additional independent non-executive director will reaffirm RAK Petroleum’s commitment to take into account the interest of DNO International’s minority shareholders.
RAK Petroleum indicated that it will support the creation of a board of director’s nomination committee at the forthcoming annual general meeting of DNO International and will support the appointment of Kåre A. Tjønneland, the candidate proposed by the DNO Initiative, to that committee.
Also at the 2012 annual general meeting, RAK Petroleum confirmed that it will vote its shares in favour of the election of Lars Takla, a candidate proposed by the DNO Initiative, to an expanded board of directors of DNO International.
Finally, in the event DNO International should initiate an institutional offering of new shares as part of a possible additional listing in 2012, RAK Petroleum indicated its support for a subsequent “repair” offering to be made available for the benefit of eligible small shareholders.
Mr. Mossavar-Rahmani stated that he was very pleased that DNO International’s largest and smallest shareholders had come together once again to exchange views on issues that he believes are in the interest of all shareholders. ”I have said on many occasions that I listen to and take very seriously the concerns of investors in my capacity as both the chairman of DNO International and of RAK Petroleum.” He added that he has been particularly keen to continue a constructive dialogue with members of the DNO Initiative whom he says are well informed, well intentioned and well disposed to support DNO International’s efforts to improve governance, maintain forward momentum and enhance share value for all shareholders.