GENEVA, Nov. 27, 2013 /CNW/ - Amira Industries N.V. ("Amira") who,
through its affiliate Berkeley Petroleum Mesopotamia Asphalts Limited
("Berkeley"), owns an approximate 8.0% shareholding in Sonoro Energy
Ltd ("Sonoro" or the "Company"), wishes to comment on Sonoro's
decision, announced 15 October 2013, to undertake a share consolidation
("Proposed Consolidation") and a proposed CAD 2.6 million private
placement (the "Proposed Placement").
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Amira has voted in favor of the Proposed Consolidation, however, it has
voted to reject the Proposed Placement for the following main reasons.
1. The Proposed Placement is being effected non-pre-emptively and has
therefore been structured in a way that has the effect of concentrating
the control of Geopetrol International Holding Inc. ("Geopetrol") at
the expense of all other shareholders. If the Proposed Placement is
approved, Geopetrol will increase its current 17.4% holding to 52.4%,
at a price 20% below the market price prior to announcement and dilute
the Company's outstanding share capital by 55%.
The Company unfairly discriminates against minority shareholders by
making the offer for 26.3 million "Post-Consolidation Shares" ONLY to
Geopetrol, who effectively increase its percentage ownership of shares
at an acquisition price lower than it would have paid on the open
market. Given Sonoro's ongoing funding requirements, another dilutive
equity offering could again be pursued by the Company in the very near
future. We believe that today's standards of good corporate governance
dictate or command that the offer to participate in the subscription to
shares in Sonoro should be open to all shareholders and not just to
Further, by approving the private placement shareholders would be
allowing Geopetrol to circumvent certain investor protections which
usually apply to takeover bids under Canadian securities laws where an
investor takes control of greater than 20% of a company's voting
shares. We would encourage all shareholders to review the onerous terms
of the Proposed Placement and vote against this proposal.
2. As a result of its current position and insider status, Geopetrol is
privy to information not available to minority shareholders. There is
information asymmetry which will allow Geopetrol to unfairly benefit
from the Proposed Placing. We therefore believe the timing of the
subscription to shares is opportunistic and disadvantageous to all
remaining Sonoro shareholders.
Amira believes that the Proposed Placement is a value destructive
initiative being undertaken by Sonoro, whose main purpose appears
designed to protect the position of both a controlling shareholder and
management at the expense of shareholders.
It is apparent that Sonoro's management actions taken to date, and lack
of progress on the ground, has destroyed substantial value in the
Company. We would request the Board of Directors to consider potential
alternatives that would address both the best interests of Sonoro and
its shareholders, in keeping with its fiduciary duties, instead of
focusing its efforts on initiatives that solely serve the
management/Board. Amira believes that a number of such alternatives,
including other potential sources of capital exist, and would encourage
the Board to have fully explored these before any further equity
issuance to a single shareholder only is pursued.
About Amira Industries N.V.
Amira is a privately owned industrial conglomerate active in a variety
of industries such as oil & gas (services), mining, power, and
construction with a focus on the MEA region.
SOURCE: Amira Industries N.V.
For further information:
please contact Amira at email@example.com