Your Board unanimously recommends that you VOTE AGAINST all of the Resolutions for the following reasons:
Crown Ocean is seeking to take control of Bowleven without paying fair value and then to strip the cash from the Company
Based on the actions of Crown Ocean, the Board has concluded that Crown Ocean’s primary objective in seeking Board control for its nominees is to strip the Company of its cash reserves in its own interests rather than those of all Shareholders.
Crown Ocean has provided no credible alternative strategy to maximise the value of Bowleven’s upstream assets
In the Board’s view, Crown Ocean has no credible strategy for any of the Group’s oil and gas assets, with a flawed strategy to abandon Bomono revealing a lack of upstream operating expertise, a thinly disguised intention to sell Etinde from a weak negotiating position and a lack of interest in pursuing further value-accretive opportunities in the interests of all Shareholders.
Crown Ocean’s proposed Board following the General Meeting fails to meet even the minimum expected governance standards and will not protect the interests of Shareholders as a whole
The Crown Ocean proposal, if successful, would provide a 15.56% minority shareholder with management control through unvetted appointees and deprive the Company of the corporate governance controls, checks and balances that promote transparency, accountability, fairness and responsibility in the interests of all Shareholders.
Crown Ocean’s proposed Board replacements have no relevant industry experience or regional relationships
The experience and background of the Crown Ocean nominees in corporate restructuring suggests that Crown Ocean’s preferred route to value realisation would be to pursue the break-up of the Group’s asset base for short term gain without consideration for realising longer term value for Shareholders.
Crown Ocean’s actions to date in relation to the Company have been inconsistent and ill-considered
In the Board’s view, the only consistent theme of Crown Ocean’s actions in relation to the Company has been a desire to extract cash from the business without paying a fair value for the Company and with no consideration for the protection and creation of future long term value from its upstream assets.
The Crown Ocean Statement is inaccurate, incomplete and lacks context
In the view of the Board, the Crown Ocean Statement contains a number of inaccurate statements, includes information selectively and presents statements of opinion and belief on the part of Crown Ocean without a proper consideration of context. In view of this, the Board considers it important to provide a more complete, accurate and balanced picture of the circumstances and, in some cases, to rebut directly claims included in the Crown Ocean Statement.
Read our detailed circular here