GENEVA, November 27, 2013 /PRNewswire/ --
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 Geopetrol.
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.
For more information please contact Amira at info@amiraindustries.ch
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