11th Feb 2015 08:01
LONDON (Alliance News) - Petroceltic International PLC Wednesday urged shareholders not to let its major shareholder, Worldview Capital Management SA, "destroy" the company, in a response to the shareholder's plans to turn the company around.
On Monday, Worldview said it would not support any further capital raises for the company whilst Petroceltic Chief Executive Brian O'Cathain remains on the board. It also presented a plan to shareholders on how Worldview, which has a 28% stake in Petroceltic, would turn the company around.
Petroceltic Wednesday said "don't let Worldview destroy your company", reiterating its call for shareholders to vote against the resolutions proposed by Worldview in the extraordinary general meeting which is to be held on February 25.
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 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 said it 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.
In January, Petroceltic 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, claiming Worldview was trying to takeover the company without paying shareholders a fair price for obtaining control of the company.
On Monday, Worldview claimed Petroceltic's production levels were lower than they should be, had a inefficient cost structure and called the leadership "complacent, mediocre and over rewarded", pointing the finger at O'Caithain as the main reason for the company's failings.
Worldview went on to say it would "eliminate the need for new capital by working producing assets to their potential, stop wasteful capital expenditure, and get Algerian gas flowing sooner and with lower pre-production spend," but said it would only be possible if O'Caithain was voted off the board by shareholders.
Petroceltic responded on Wednesday, and said Worldview's "proposed technical strategy for Algeria and Egypt is flawed", adding that it is "not feasible" and noted that similar proposals have been considered and rejected by the board before.
"The board believes that the 'alternative strategy' proposed by Worldview demonstrates a serious misunderstanding of the assets owned by Petroceltic, the geographies in which it operates and a total lack of experience in managing major oil and gas production and development projects," said Petroceltic.
Petroceltic reiterated its call for shareholders to vote in favour of the company's resolutions to elect two new independent non-executive directors, Neeve Billis and Nicholas Gay and against Worldview's call to remove O'Caithain from the board and to elect Dijols and Moskov.
By Joshua Warner; [email protected]; @JoshAlliance
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