AIM Information
This page contains links to core management and financial information and has been designed to comply with the requirements of Rule 26 of the AIM Rules for Companies - 'Company information disclosure'. This website is owned by Rift Oil PLC and hosted by Namesco Limited.
The website was last updated on 16th June 2008.
For further information, click on the links below:
COMPANY INFORMATION
Business Description
Company Directors
Director Responsibilities
Incorporation and Operation
Company Committees
Advisors
DOCUMENTATION AND ANNOUNCEMENTS
Company & Public Documents
Annual Report and Accounts
Interim Reports
Shareholder Communications
SECURITIES INFORMATION
Exchanges
Major Shareholders
Securities Restrictions
BUSINESS DESCRIPTION - RIFT OIL PLC
The Company's principal activity is that of an oil exploration company.
Rift was established in November 2004 to acquire a 65% interest in an oil and gas exploration licence, the petroleum prospecting licence number 235 ("PPL 235 Licence"), in western Papua New Guinea. It acquired this interest in December 2004 through its subsidiary Foreland Oil Limited ("Foreland Oil"), in return for a commitment to spend US$6 million (approximately £3.2 million) on the exploration and development of PPL 235. The remaining 35% interest in the PPL 235 Licence is held by Trans-Orient Petroleum (PNG) Limited ("TOPPNG"), a wholly owned subsidiary of Austral Pacific Energy Ltd ("Austral"), a Yukon incorporated, oil exploration company operating in New Zealand whose shares are publicly traded in the United States of America, Canada and New Zealand.
COMPANY DIRECTORS AND EXECUTIVES
Ian Roderick Gowrie-Smith (Non-Executive Chairman) (aged 59)
Ian Gowrie-Smith has been founder and developer of mining and pharmaceutical public companies over the past 31 years. In 1984 he listed TiO2 Corporation, a company that was responsible for the largest ilmenite deposit in Western Australia and which continues to be one of the largest in the world. He is chairman of the board of Tiberon Minerals Limited, a Toronto listed public company developing the Nui Phao project in Vietnam which will make Tiberon the worlds’ largest primary Tungsten producer. He is also chairman of Triple Plate Junction plc, a company with gold and other mineral exploration acreage in Papua New Guinea and Vietnam.
He was founder of SkyePharma plc, a UK domiciled drug delivery company. Prior to establishing SkyePharma, Ian was the founder and Managing Director of Medeva plc. Both Medeva plc and SkyePharma plc have been 'FTSE 250' companies.
Jenni Margaret Lean Cheif Executive Officer (aged 56)
Jenni has twelve years experience in the oil and gas exploration and development industry. She was part of the senior management team which founded and developed Austral Pacific Energy Ltd., a successful exploration and development company based in New Zealand. Jenni was Commercial Manager primarily managing farm-out negotiations and contracts, in which she has been highly successful. She is also experienced in project management in the oil industry in PNG. She is Chairman of Epiphany Pty Limited, which creates multi player computer games and artificial intelligence facilities. Jenni has a BSc and MBA from Victoria University of Wellington, New Zealand.
David John Lees Finance Director (aged 59)
David is a qualified chartered accountant with many years experience in the public company arena. He has been a founding director of several public companies (such as Medeva plc, SkyePharma plc and Names.co Internet plc). He is currently a director of Namesco Limited (a domain registration and hosting company), Triple Plate Junction plc (gold and other mineral exploration in PNG and Vietnam), Accident Group Exchange plc (vehicle hire while car in accident repair), Metis Biotechnologies plc (biotech in food testing), Network Estates Limited (industrial property) and Deal Group Media plc (internet marketing).
Peter Mikkelsen Non-Executive Director (aged 54)
Peter is a geologist with 30 years of upstream oil industry experience, including 15 years at exploration manager level or equivalent. He received a Bsc (Hons) degree in Geology from Oxford University in 1976. He then joined Carless Exploration Ltd, working on its UK onshore and offshore portfolio and was primarily responsible for onshore discoveries in the early 80s. He became VP of Exploration of Carless’ US subsidiary in 1986 and then returned to the UK to join Brabant in 1988. As exploration director, he was involved in a number of North Sea discoveries, including Malory, Hannay and Goldeneye, together with an expansion of Brabant’s international portfolio into Europe and Tunisia.
Since leaving Brabant/EDC in 1999, he has become an independent consultant with several affiliations, of which Simco Petroleum Management is the principal. He specialises in the initiation and development of exploration projects at an early stage, particularly in regional evaluation, government negotiation and licence application. In the last four years, he has had a wide range of international projects, with particular experience of NW Europe, Mediterranean, North and West Africa, Australasia, the Caribbean, China and US.
Sir Ebia Olewale Non-Executive Director (aged 66)
Sir Ebia Olewale grew up in a remote village in the Western Province of Papua New Guinea near the Fly River Delta in Torres Straight. He was educated at the London Missionary Society School at Daru Village School, Sogeri Secondary School and Port Moresby Teachers College.
After teaching in high schools, Sir Ebia found his true vocation in politics. He entered the PNG House of Assembly in 1968 as Member for South Fly Open Electorate and he was re-elected in 1972 in the historic first self-governing Government with Sir Michael Somare as the Chief Minister. He has variously held the Education, Commerce, Foreign Affairs, Trade and Customs and Immigration portfolios and at Independence in 1975 he was the Minister for Justice in charge of passing the constitution of PNG in the Constituent Assembly.
In 1978, Sir Ebia became Deputy Prime Minister and finally in 1982 after 14 years in politics he was not re-elected. In 1994, he was chosen by the PNG Government and Commonwealth Secretariat in London to be observer at the first multi-racial general election in South Africa.
Dr. David John Bennett Non-Executive Director (aged 60)
Dr Bennett is currently a director of Tiger Petroleum Limited (Australia) and Trans Orient Petroleum Limited (Canada). His extensive experience in the oil and gas sector, built over 20 years in the industry, has included the post as Chief Executive Officer of Austral Pacific Energy Limited (1996-2005). In this role he led the team in the flotation of the Company on AMEX, TSXV and the New Zealand stock exchanges. Austral became the top performing stock on the NZ Exchange in terms of share price within 18 months of its listing.
John Bentley (Non-Executive Director) (aged 59)
In the last fifteen years Mr Bentley has worked with various multinationals in the natural resource sector in Africa, South America, North America and Europe, including the Gencor Group and Energy Africa where he took it through the listing process in South Africa and became CEO for five years. Most recently he was Executive Chairman of FirstAfrica Oil plc from September 2006 overseeing its takeover by BowLeven plc in February 2007.
DIRECTOR RESPONSIBILITIES
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company website.
INCORPORATION AND OPERATION
The Company's principal activity is that of an oil exploration company.
Rift was established in November 2004 to acquire a 65% interest in an oil and gas exploration licence, the petroleum prospecting licence number 235 ("PPL 235 Licence"), in western Papua New Guinea. It acquired this interest in December 2004 through its subsidiary Foreland Oil Limited ("Foreland Oil"), in return for a commitment to spend US$6 million (approximately £3.2 million) on the exploration and development of PPL 235. The remaining 35% interest in the PPL 235 Licence is held by Trans-Orient Petroleum (PNG) Limited ("TOPPNG"), a wholly owned subsidiary of Austral Pacific Energy Ltd ("Austral"), a Yukon incorporated, oil exploration company operating in New Zealand whose shares are publicly traded in the United States of America, Canada and New Zealand.
COMPANY COMMITTEES
Audit Committee
The audit committee comprises of the three independent non-executive directors; Ian Gowrie-Smith, Peter Mikkelsen and John Bentley and assists the boards in fulfilling their oversight responsibilities in respect of the integrity of Rift’s financial statements; risk management and internal control arrangements; compliance with legal and regulatory requirements; the performance, qualifications and independence of the external auditors; and the performance of the internal audit function.
Renumeration Committee
The Remuneration Committee comprises itself of the three independent non-executive directors; Ian Gowrie-Smith, Peter Mikkelsen and John Bentley and concerns itself with:
- The remuneration and benefits of the Directors;
- The design and terms of share-based incentive plans;
- The remuneration policy for the Executive Team and Senior Corporate Officers.
The Remuneration Committee makes proposals to the Board in the above areas, including specific remuneration packages for each of the Executive Directors as well as for the non-Executive Directors.
The Committee is entitled to use the services of remuneration consultants at the expense of the Company.
REGISTERED OFFICE
Rift Oil PLC is registered in England and Wales (Company Registration No.5285247) at the following address:
17 Hanover Square, London. W1S 1HU England, United Kingdom.
NOMINATED ADVISER AND KEY ADVISERS
Nominated Adviser and Broker:
RBC Capital Markets. Thames Court, One Queenhithe, London, EC4V 4DE.
Auditors to the Company:
Grant Thornton UK LLP. The Explorer Building, Fleming Way. Crawley, West Sussex. RH10 9GT.
Solicitors to the Company:
As to English law:
Fasken Martineau Stringer Saul. 17 Hanover Square, London. W1S 1HU.
As to Papua New Guinea law:
Posman Kua Aisi Level 1, Mogoru Moto Building, Champion Parade, Port Moresby. Papua New Guinea.
Reporting Geologist:
Scott Pickford Limited. 4th Floor, Leon House, 233 High Street. Croydon. CR0 9XT.
Registrars:
Capita Registrars. The Registry, 34 Beckenham Road, Beckenham. Kent. BR3 4TU.
COMPANY & PUBLIC DOCUMENTS
Articles of Association
ANNUAL REPORTS AND ACCOUNTS
2007 Annual Report
2006 Annual Report
INTERIM REPORTS
Preliminary Results for the Year ended 31 March 2007
Interim Report for the six months ended 30 September 2006
Preliminary Results for the Year ended 31 March 2006
SHAREHOLDER COMMUNICATIONS
Placing of up to 293,333,333 New Ordinary Shares
Share Placing Raises £1.425m
Placing of 22,200,000 Ordinary Shares
Letter to shareholders
EXCHANGE/TRADING PLATFORMS
Rift Oil PLC securities are currently only traded on AIM. There are currently no restrictions on the transfer of securities.
COMPANY SHAREHOLDER INFORMATION
Shares in issue - 795,838,680
Free float/Shares not in public hands - 220,223,672 (Percentage of shares free float - 27.67%)
Significant shareholders in the company are listed below:
Thornaby Limited - 10.00%
c/o Burns House, 19 Town Range, Gibraltar
Ocarina Investments Limited - 7.69%
PO box 702, Centurion House, Beresford Street, St. Helier, Jersey, JE4 0PG
Indusprojet Establishment - 5.03%
EL 9490 Vaduz, Meierhofstrasse 2, PO box 184, Furstentum, Liechtenstein
Pershing Keen Nominees Limited - 5.08%
Capstan House, One Clove Crescent, East India Dock, London, E14 2BH
COMPANY RESTRICTIONS
Rift Oil PLC securities are currently only traded on AIM. There are currently no restrictions on the transfer of securities.