2nd Mar 2015 11:07
LONDON (Alliance News) - Petroceltic International PLC Monday said two of its non-executive directors have resigned with immediate effect, sparking a response from its largest shareholder that said the board of the company have "failed to recognise and benefit" from the two directors' experience.
In addition, Worldview reiterated its call for an inspection of the votes cast at an extraordinary general meeting held last Wednesday, and said it will ask Petroceltic to accept an independent organisation inspecting and verifying the results of the meeting.
Non-Executive Directors Don Wolcott and Joe Mach have resigned from the company after shareholders voted in favour of Petroceltic's resolutions at last week's EGM.
The meeting was held after Worldview Capital Management LLP, which has a 28% stake in Petroceltic, requisitioned an extraordinary general meeting requesting the removal of Petroceltic Chief Executive Brian O'Caithain, and for the election of two people it has suggested to shareholders.
Shareholders voted against the removal of O'Cathain with a 61.10% majority, and rejected the candidates put forward by Worldview, Maurice Dijols and Angelo Moskov.
At the same time, shareholders voted in favour of electing two people proposed by Petroceltic to join the company's board. Nicholas Gay and Neeve Billis were elected to the board as non-executives with 60.94% voting in favour of Gay's appointment and 50.14% for Billis'.
"Worldview does not support the appointments of Neeve Billis and Nicholas Gay or the continued board presence of Brian O'Cathain, who we maintain has been the primary architect of the company's failed strategy," said the shareholder last Wednesday.
In addition, during the ongoing spat between the company and Worldview, Petroceltic had argued that Wolcott, the former chief executive of Ruspetro PLC, and Mach, formerly a non-executive director at the same company, were not independent directors, something that Worldview argued against.
Wolcott and Mach were appointed to the Petroceltic board last July, recommended as directors under an agreement with Worldview.
Worldview on Monday said it was "naturally disappointed" that Petroceltic had "failed to recognise and benefit from the significant value and experience they brought as world class oil and gas executives," but also said that it did "understand and welcome" their decision to resign.
Last Wednesday, Worldview also demanded to inspect all the proxy and poll votes cast at the meeting, in light of a "high retail investor turnout and the narrow margin of several resolutions". It had already asked to inspect the proxy votes, but that request was turned down by the company.
"In addition, Worldview also demands that the chairman confirms whether and how he or the registrars exercised any discretion to accept or reject any votes cast. If this request is refused, Worldview believes that shareholders should have serious concerns about the openness of the process," it said in a statement last Wednesday.
On Monday, Worldview reiterated its call to inspect the votes cast at the meeting, and said "Petroceltic's response to Worldview on its request regarding the use of discretion offered no detail or meaningful response."
Worldview said it will now ask Petroceltic to accept an independent organisation to inspect and verify any votes that were accepted or rejected at the chairman's discretion.
Petroceltic shares were trading down 0.5% on Monday at 132.03 pence per share.
By Joshua Warner; [email protected]; @JoshAlliance
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