28th Jan 2015 09:38
LONDON (Alliance News) - Petroceltic International PLC Wednesday urged its shareholders to vote against an attempt by majority shareholder Worldview Capital Management SA to remove the company's chief executive officer, and said it is proposing to elect two new members to the board to increase representation of independent directors.
On January 9, Petroceltic received a requisition from Worldview Capital Management SA, which holds a 28% stake in the company, to call an extraordinary general meeting to remove Petroceltic Chief Executive Brian O'Cathain. Worldview threatened to take legal action if the meeting was delayed.
Worldview had said it had requested the meeting to remove O'Cathain and replace him with "an industry veteran who brings an outstanding track record of delivering success and good governance."
Worldview has identified a candidate for the board in Maurice Dijols, the former president of the Russian operations of US-based oil services group Schlumberger Ltd. It proposes that Dijols should join the Petroceltic board as an independent non-executive director alongside Angelo Moskov, a founder partner and director at Worldview.
Petroceltic Wednesday said it would not consider electing Moskov as an independent director of the company as he is the chief executive of Worldview, and therefore would not consider Dijols due to his link to Moskov, adding that neither meets the board requirements laid out by the company.
"Neither Mr Moskov nor Mr Dijols has a professional qualification from one of the professional accountancy bodies, as required by the board," said Petroceltic.
Wednesday, Petroceltic sent a circular to its shareholders urging them to vote against Worldview's resolutions, and said it has added two resolutions to elect two new directors to the board of the company.
Petroceltic has recommended shareholders vote in favour of electing Nicholas Gay and Neeve Billis to the board of directors, stating it would give better representation to independent directors.
Petroceltic said they both have the necessary and desired qualifications and are independent. Gay is a qualified accountant and has "relevant financial experience," whilst Billis is currently the global co-head of oil and gas at Rothschild, said the company.
In addition, Petroceltic said current Directors Joe Mach and Don Wolcott are no longer being seen as independent and said they "represent the interest of Worldview," meaning that Worldview is "adequately represented."
"Worldview has proposed the Worldview resolutions principally as a means by which it can obtain control of the board without paying shareholders a fair price for obtaining control of the company," said Petroceltic. "Approval of the Worldview resolutions would have a negative impact on the board's effectiveness, by increasing Worldview's representation on the board and reducing the proportion of independent directors."
"The removal of Brian O'Cathain as a director could materially prejudice the business and operations of the group... Worldview has put forward no credible reason as to why Mr O'Cathain should be removed as a director," it added.
Petroceltic said if O'Cathain was removed, the company would have no executive directors, which would break the principles of the UK Corporate Governance Code.
"In light of the above, the board recommends shareholders VOTE AGAINST the Worldview resolutions and IN FAVOUR of the company resolutions," said Petroceltic.
The extraordinary general meeting will be held on February 25.
Petroceltic shares were up 0.2% to 118.25 pence per share on Wednesday morning.
By Joshua Warner; [email protected]; @JoshAlliance
Copyright 2015 Alliance News Limited. All Rights Reserved.
Related Shares:
PCI.L