Investor Relations - RNS Announcements
Company : SubSea Resources PLC
TIDM : SUB
Headline : Response to Public Censure
Released : 10:40 01-Feb-08
Number : 0814N
Friday 1st February 2008
SubSea Resources PLC
('SubSea' or 'the Company')
Response to Public Censure by the London Stock Exchange
SubSea is an AIM-traded company which specialises in the research, survey and salvage of high value non-ferrous metals and other valuable cargoes from deep-water ship-wrecks.
The Board of SubSea notes that the London Stock Exchange has today announced a Public Censure of SubSea in respect of breaches of the AIM Rules during the period from September 2005 to October 2006.
The full text of the Censure is available on www.londonstockexchange.com/aimnotices
The following text is extracted from the Censure:
"SANCTION"
In determining the appropriate sanction against SubSea in respect of the above breaches of the AIM Rules during the period from September 2005 to October 2006, the following matters have been taken into account:
The breaches set out in this public censure were serious in nature, including (but not limited to):
- notification of misleading information to the market;
- failure to notify the market, without delay, of material developments, particularly in respect of SubSea's revenue forecasts; and
- failure to seek and/or take into account advice from its nominated adviser regarding the application of the AIM Rules.
- SubSea's share price decreased by 24% following the announcement of changes in its future work programme and revised revenue forecasts on 16 October 2006. There was a further decrease of 17% following the Company's announcement on 1 November 2006 that the S&L agreement would not complete and giving a progress report on Project Celia.
- On announcing that it was unlikely to secure a ship for interest contract for the 2007 season and that the previously located wreck Ella had not definitively been proven to be the Ella on 12 February 2007, SubSea's share price decreased by 46%. It dropped by a further 10% when it was announced that this wreck was not Ella on 9 October 2007.
- The number, nature and duration of the breaches evidence a disregard for the AIM Rules by SubSea, amounting to reckless conduct.
- SubSea's Board of Directors has undergone significant changes since the matters referred to in this public censure took place during the period from September 2005 to October 2006. New controls have been put in place by SubSea in relation to the Board's decision-making procedures, the seeking of advice from its nominated adviser and the release of RNS announcements.
- As announced on 27 December 2007, SubSea's interim results for the six months ended 30 September 2007 were subject to an emphasis regarding its ability to continue as a going concern. The interim results also stated that SubSea"will require debt, equity or an alternative source of financing within the first few weeks of Calendar 2008". In light of the doubts as to SubSea's ability to continue as a going concern, and in order to facilitate SubSea's attempts to obtain new financing, the Exchange has not, in this instance, sought the imposition of a fine."
The Board, which has fully co-operated with the London Stock Exchange and its enquiries, completely accepts the findings of the Public Censure.
As set out in the Annual Report for the year ended 31 March 2007 ('Annual Report 2007'), the Board supports high standards of corporate governance and intends to comply, as far as is practicable, with the Combined Code on Corporate Governance published in July 2003 and updated in June 2006 ("the Combined Code") and follows the recommendations on corporate governance of the Quoted Companies Alliance ("QCA"), in each case to the extent reasonable, in the Board's view, for a public company of SubSea's current size and nature.
The Board is responsible to shareholders for the overall management of the Company. The Board formulates and agrees the overall corporate strategy and management of the individual businesses. Briefing papers are circulated on a timely basis on various routine matters and any issues where a decision is required. The Board has adopted a formal schedule of matters reserved to it for decision. Since January 2007 the Board has generally met fortnightly. The Board believes that this approach has substantially improved the Company's governance and its financial and operational controls.
The Annual Report 2007 explained that the formal framework for Corporate Governance at SubSea had been updated (including the Terms of Reference of the Audit, Nomination and Remuneration Committees). For the first time, the Annual Report 2007 contained a section on each of Corporate Governance and Risk Factors.
Full details are available on the Company's website www.subsearesources.com
Further to SubSea's Interim Results announced on 27 December 2007, the Company continues to face financial difficulties and the Board is urgently seeking further financing. A further update will be made as soon as possible.
Ric Piper, Chairman, comments:
"SubSea's Board has undergone significant changes since the matters referred to in this public censure took place during the period from September 2005 to October 2006. New controls, which the Board believes are substantially improved, have been put in place in relation to the Board's decision-making procedures, the seeking of advice from the Company's nominated adviser and the release of RNS announcements."
Enquiries:
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