Madagascar Oil Announces Appointment of CEO and Other Board Changes
OREANDA-NEWS. Madagascar Oil (AIM:MOIL) is pleased to announce the following Board appointments: Robert Estill, as Chief Executive Officer, Michael Duginski, as an Independent Non-Executive Director and Andrew Morris (an existing Non-Executive Director) as Non-Executive Chairman all of which took place on 21 January 2015.
As envisaged by the board structure set out in the deed of undertaking (as announced on 24 September 2014) (the "Deed of Undertaking"), upon the appointments of Michael Duginski and Robert Estill, Richard Laing has resigned from the Board with effect from 21 January 2015 to pursue other business interests and Gordon Stein has stepped down from the Board with effect from 21 January 2015, but will remain in his role as Chief Financial Officer of the Company.
Robert Estill has joined the Company as Chief Executive Officer, bringing with him 30 years of leadership experience in exploration, production, development and management, in international oil and gas companies. He recently spent 11 years at Marathon Oil Corporation ("Marathon Oil"), where he held the position of Vice President of Strategic Planning and Portfolio Management and, prior to this, he was President and Managing Director of Marathon Oil U.K., Ltd. Before joining Marathon Oil, Mr. Estill spent 18 years at Texaco Inc., which included several senior management positions across the United States, including leading thermal operations as Texaco's California Business Unit Manager located in Bakersfield California. Additionally, during his time with Texaco, Mr. Estill worked for four years in Indonesia, where he was appointed Area Engineer for Caltex Pacific Indonesia, located in Sumatra, Indonesia, and was later named as Area Manager for the Duri Business Unit in Indonesia, leading the Duri steam flood operations, which achieved over 300,000 bopd from the injection of ca. 1 million barrels of water per day. Mr. Estill graduated from the University of Missouri, Rolla, with a Bachelor of Science degree in Petroleum Engineering and later earned a Masters of Business Administration degree from the University of Phoenix.
Michael Duginski has joined the Company as an Independent Non-Executive Director. Mr. Duginski was most recently with Berry Petroleum Company ("Berry Petroleum") since 2002, where he has acted as Executive Vice President and Chief Operating Officer since September 2007. Berry Petroleum was a U.S. independent heavy oil developer with over 100 million barrels of proved heavy oil reserves. Before joining Berry Petroleum, Mr. Duginski spent 14 years at Texaco Inc., where his positions included Production Manager of the Kern River Field, a multi-billion barrel heavy oil steam flood with over 100,000 bopd of production, Director of New Business Development, Gas and Power Operations Manager, and engineering and leadership roles for several U.S. heavy oil fields. Mr. Duginski graduated from the University of Arizona, with a Bachelor of Science degree in Mechanical Engineering and later earned a Masters of Business Administration degree from California State University, Bakersfield.
As further detailed in the Company's announcement dated 24 September 2014 and in the open offer circular dated 20 October 2014, pursuant to the terms of the Deed of Undertaking, the Company has agreed an intended composition of the Board with two of its major shareholders, SEP African Ventures Limited ("SEP") (formerly Persistency Private Equity Limited) and Outrider Master Fund, L.P ("Outrider"). The Company can confirm that it has discussed these appointments with representatives of SEP and Outrider and SEP has confirmed that Mr. Duginski satisfies the role of the independent non-executive director with thermal recovery cyclic steam/steam flood industry experience who is required to be approved by SEP pursuant to the Deed of Undertaking.
Andrew Morris, an existing Non-Executive Director of Madagascar Oil, has been appointed as NonExecutive Chairman of the Company. Mr. Morris joined the Board on 22 October 2014, as the nominated representative of SEP, and previously held the position of Non-Executive Chairman from 18 December 2012 to 14 November 2013.
Issue of Options
In relation to the appointments described above, the following share options were granted on 21 January 2015.
All share options (the "Options") have been awarded pursuant to the Madagascar Oil Limited Unapproved UK Incentive Plan (the "Plan") and are exercisable for a maximum of 10 years from the date of grant (although they may lapse earlier in accordance with the rules of the Plan in the event of termination of employment or engagement), with an exercise price of 10.25p.
Director |
Number of Options granted |
Vesting period |
Robert Estill |
4,000,000 |
One third after 6 months, one third after 18 months and one third after 30 months |
Michael Duginski |
500,000 |
Vest in full after 6 months |
Andrew Morris |
500,000 |
Vest in full after 6 months |
The Board would note that the Options have been issued with an exercise price matching that of the Placing and Open Offer, announced on 24 September 2014, being a 121.6% premium to the share price at the close of business on 21 January 2015, being the latest practicable date prior to this announcement, of 4.625p.
Iain Patrick, Senior Independent Director, said:
"The Board is delighted to have recruited directors of the calibre of Robert and Michael and the Madagascar Oil team are all looking forward to working with them. Their extensive experience, especially in the area of thermal recovery projects, will be critical to the Company as it moves into the next phase.
"The Board is particularly pleased that, in Mr. Estill, we have found a candidate who has the right skills and experience to lead the Company through its continued preparations for commencement of the first phase of development of the Tsimiroro Block and beyond.
"The Board is similarly pleased to welcome Mr. Duginski to the Board, who brings with him a wealth of experience both in the oil & gas sector generally and specifically in heavy oil thermal projects and is also pleased that Andrew has agreed to become Chairman of the Company, at this critical stage in its development."
Andrew Morris, Non-Executive Chairman, said:
"I am delighted to have been asked to serve again as Chairman of the Company at such a pivotal and exciting time for the Company. I would like to welcome Robert and Michael to the Company - their skills will be invaluable in taking the Company forward.
"On behalf of the Board, I would like to thank Richard Laing for his substantial contribution to the Company during his tenure on the Board, which has involved a significant amount of work, over and above that envisaged for a Non-Executive Director, particularly over the last eighteen months. We wish him all the best in the future.
"I would particularly like to thank Gordon Stein for stepping down from the Board to make way for Robert's arrival. Gordon will be continuing in his role as Chief Financial Offer, a role that he has fulfilled with distinction since joining the Company in June 2013. Gordon continues to have the full support of the Board in his role as CFO."
Robert Estill, Chief Executive Officer, said:
"I am excited to be joining Madagascar Oil as CEO at this critical juncture and look forward to working with the team and the Company's stakeholders to ensure that all of our projects continue to develop successfully and that we deliver sustainable shareholder value."
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