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AIM Rule 26

The following information is disclosed in accordance with Rule 26 of the AIM Rules.

Last updated on 24 February 2017
Business Description

LEKOIL is an African focused oil and gas exploration and production company which currently holds interests offshore Nigeria and offshore Namibia. The Company was founded in 2010 by a group of leading professionals with extensive experience in the international upstream oil and gas industry as well as in global fund management and investment banking.

The Company entered into a farm out agreement, in Febrauary 2013, with Afren PLC to acquire an overall 30 per cent economic interest, including a 17.14 per cent participating interest, in OPL310, an offshore Nigerian asset located in the Dahomey-Benin Basin. OPL310 represents an early stage asset with significant potential and strong partners. The initial exploration well, Ogo-1, was spudded on the 23rd April 2013. In addition, LEKOIL is the operator of two Namibian offshore exploration blocks (Blocks 2514 A & B) located in the prospective Luderitz Basin.

Company Information

LEKOIL Limited is an exempted limited liability company incorporated and registered in the Cayman Islands on 3 December 2010 (Registration Number WK-248859). The Company’s principle subsidiary, LEKOIL Nigeria, was an incorporated under the laws of the Federal Republic of Nigeria (Registration Number RC 920325). The Group’s subsidiary, LEKOIL Namibia, was incorporated in Namibia in August 2011 (Registration Number RC 2011/0523). In addition, the Group has further subsidiary companies in Benin and the USA.

The Company was established on 3 December 2010. The Company acts as the holding company for the Group, which intends to use its access to potential oil and gas licence interests and its experienced management team, to build a multi-asset exploration, development and production business in Africa.

Since the Company is not incorporated in the UK and the rights of the shareholders may be different from the rights of shareholders in a UK incorporated company.

The company’s shares are not traded on any other exchange or trading platform and the AIM shares are freely transferable.

Directors

Please click here for details of the Company’s Board of Directors

Responsibilities of the Board
The audit committee

The audit committee comprises of John van der Welle, Hezekiah Adesola Oyinlola and Gregory Eckersley. The members are all be independent Non-Executive Directors of the Company. The Audit Committee is chaired by John van der Welle and shall meet not less than three times a year. The audit committee receives and reviews reports from management and from the Company’s auditors relating to the interim and annual accounts and to the internal control procedures in use throughout the Group. It is responsible for ensuring that the financial performance of the Group is properly reported with particular regard to legal requirements, accounting standards and the AIM Rules for Companies. This process includes reviews of annual and interim accounts; results announcements; risk and internal control systems; procedures; and accounting policies. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board.

The remuneration committee

The remuneration committee comprising of Gregory Eckersley and Aisha Muhammed-Oyebode. The members are all be independent Non-Executive Directors of the Company. The Remuneration Committee is chaired by Gregory Eckersley and shall meet not less than twice a year. It is responsible for determining and reviewing the terms and conditions of service (including remuneration) and termination of employment of executive directors and senior employees and the grant of options implemented from time to time.

The Directors comply with Rule 21 of the AIM Rules relating to directors’ and applicable employees’ dealings in the Company’s securities. Accordingly, the Company has adopted the Share Dealing Code for directors and applicable employees and the Company will take all reasonable steps to ensure compliance by its directors and applicable employees with the provisions of the AIM Rules relating to dealings in securities.

Articles of Association

Please click here for details of the Company’s Articles of Association

Admission Document

Please click here for a copy of the Company’s Admission Document

Financial Reports

Click here for the latest annual report and accounts
Click here for the latest half-yearly report and accounts

Exchange/Trading Platform

LEKOIL Limited shares are admitted to trading on AIM and it is not listed on any other exchanges or trading platforms. The Company was admitted to trading by the London Stock Exchange on 17 May 2013 under the ticker LEK.

Corporate Governance

Please click here for detail of our corporate governance

Shares in Issue

Pursuant to the terms of the AIM Rules published May 2014 and insofar as it is aware, at 24 May 2018, there are 536,529,983 ordinary shares in issue and 17.5% (70,143,943 ordinary shares) of the Company's AIM securities are not held in public hands.

Significant Shareholders

Please click here to see our significant shareholders

Share Restrictions

There are no restrictions on the transfer of LEKOIL shares

Click here for LEKOIL Plc’s page on the AIM website

Directors, Secretary and Advisers
Directors

Samuel Akinbamijo Adegboyega (Non-Executive Chairman)
Olalekan Akinsoga Akinyanmi (Chief Executive Officer)
Lisa Mitchell (Chief Financial Officer)
Gregory Douglas Eckersley (Non-Executive Director)
Aisha Muhammed-Oyebode (Non-Executive Director)
John Alexander van der Welle (Non-Executive Director)
H. Sola Oyinlola (Non-Executive Director)
Tom Schmitt (Non-Executive Director)

Registered office

Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9005
Cayman Islands

Principal place of business and business address of the Directors

Churchgate Tower 1, 9th Floor
PC 30 Churchgate Street
Victoria Island
Lagos
Nigeria

Advisers

Financial and Nominated Adviser

Strand Hanson Limited
26 Mount Row
London W1K 3SQ
United Kingdom
www.strandhanson.co.uk

Strand Hanson Limited is a management owned, independent, advisory led, modern merchant bank, providing financial and strategic advice to public and private companies, private equity and activist investors.  They serve as the Company’s Nominated Adviser for the Alternative Investment Market, a subsidiary of the London Stock Exchange.

Joint Brokers

Numis Securities Ltd
The London Stock Exchange Building
10 Paternoster Square
London EC4M 7LT
United Kingdom
www.numiscorp.com

Numis Securities Limited is one of the UK's leading independent institutional stockbrokers and corporate advisors. Numis enables companies to access capital to drive growth and achieve their ambitions.  They serve as one of the Company’s joint brokers, providing sell-side research coverage and access to institutional investor distribution.

Mirabaud Securities
5th Floor
10 Bressenden Place
London SW1E 5DH
United Kingdom
www.mirabaud.com

Mirabaud Securitiesis an international banking and financial group offering Wealth Management, Asset Management and Brokerage services, which are specifically tailored to clients' needs. They serve as one of the Company’s joint brokers, providing sell-side research coverage and access to institutional investor distribution.

BMO Capital Markets
95 Queen Victoria Street
London EC4V 4HG
United Kingdom
www.bmocm.com

BMO Capital Markets is a leading, full-service North American-based financial services provider offering equity and debt underwriting, corporate lending and project financing, merger and acquisitions advisory services, securitization, treasury management, market risk management, debt and equity research and institutional sales and trading.  They serve as one of the Company’s joint brokers, providing sell-side research coverage and access to institutional investor distribution.

Solicitors to the Company as to English law

Norton Rose Fulbright LLP
3 More London Riverside
London SE1 2AQ
United Kingdom
www.nortonrosefulbright.com

Norton Rose Fulbrightis a global law firm that provides the world’s preeminent corporations and financial institutions with a full business law service and act as Solicitors to the Company as to English law.

Solicitors to the Company as to Nigerian law

Banwo & Ighodalo
98 Awolowo Road
Southwest Ikoyi
Lagos
Nigeria
www.banwo-ighodalo.com

Banwo & Ighodalo is a top law firm in Nigeria known for providing innovate, competent, cost-effective and well-timed legal solutions and act as Solicitors to the Company as to Nigerian law.

Solicitors to the Company as to Namibian law

Ellis Shilengudwa Inc
24 Orban Street
PO Box 3300
Windhoek
Namibia
www.esinamibia.com

Solicitors to the Company as to Cayman law

Walkers
190 Elgin Avenue
George Town
Grand Cayman KY1-9001
Cayman Islands
www.walkersglobal.com

Walkers is a leading international law firm that provides legal, corporate and fiduciary services to global corporations, financial institutions, capital markets participants and investment fund managers, and act as Solicitors to the Company as to Cayman law.

Solicitors to the Company as to US law

Fulbright & Jaworski LLP (Norton Rose Fulbright)
666 Fifth Avenue
New York 10103-3198
USA
www.nortonrosefulbright.com

Solicitors to the Nominated Adviser and Broker

Field Fisher Waterhouse LLP
35 Vine Street
London EC3N 2AA
United Kingdom
www.fieldfisher.com

Auditors to the Company

Deloitte & Touche Nigeria
Civic Towers
Plot GA 1
Ozumba Mbadiwe Avenue
Victoria Island
Lagos
Nigeria
www.deloitte.com

Deloitte & Touche Nigeria is the Deloitte Touche Tohmatsu Limited (DTTL) member firm in Nigeria and the oldest indigenous professional services firm in Nigeria, and they act as the Company’s Auditors.

Reporting Accountants to the Company

BDO LLP
55 Baker Street
London W1U 7EU
United Kingdom
www.bdo.co.uk

BDO LLP provides Lekoil with accountancy and business advisory services.

Competent Person

Netherland, Sewell & Associates, Inc
4500 Thanksgiving Tower
1601 Elm Street Suite 4500
Dallas
Texas 75201
USA
www.netherlandsewell.com

Netherland, Sewell & Associates, Inc is an oil and gas consulting firm providing independent reserve reports and services to the petroleum industry and financial community.

Financial PR

Tavistock Communications Limited
1 Cornhill
London EC3V 3ND
United Kingdom
www.tavistock.co.uk

Tavistock Communications Limited is a leading corporate and financial communications consultancy, which advises public and private companies, organisations and governments.

Registrars

Computershare Investor Services (Cayman Islands) Ltd
The R & H Trust Co Ltd
Winward1
Regatta Office Park
West Bay Road
Grand Cayman KY1-1103
Cayman Islands
www.computershare.com

Computershare Investor Services (Cayman Islands) Ltd act as the Company’s registrars and share depositary services providers.

Depositary

Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom
www.computershare.com

Remuneration Advisors

h2glenfern limited
Ground Floor
38 Seymour Street
London W1H 7BP
United Kingdom
www.h2glenfern.com

h2glenfern limited act as the Company’s remunerations consultant.

Disclaimer

The information available in this part of the website is disclosed solely for the purposes of and in accordance with the disclosure obligations required by rule 26 of the AIM Rules for Companies. The Company does not intend documents posted or referred to in this section of the website to be used for any purpose beyond fulfilling its obligations under Rule 26. Any such documents may contain information which has become out of date, and accordingly no reliance should be placed on the information or opinions contained in any such document or on its completeness and no undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any of its directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in any such document and no responsibility or liability is accepted by any of them for any such information or opinions.