19th Feb 2015 12:24
LONDON (Alliance News) - The ongoing dispute between Petroceltic PLC and its largest shareholder, Worldview Capital Management LLP, reached a new level on Thursday after the shareholder said Petroceltic has refused its request to attend the meeting aimed at solving ongoing issues, something which the company swiftly denied.
In January, Worldview, 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.
However, on Thursday, Worldview said "Petroceltic has refused its request for representatives of Worldview to attend the extraordinary general meeting that it itself has requisitioned," describing it as a "shocking development" and calling the decision "laughable, pathetic and cowardly".
Petroceltic responded swiftly Thursday, saying it is "not trying to prevent Worldview attending the extraordinary general meeting," and said Worldview must follow the same procedures as every other shareholder.
"The company has informed Worldview's advisers the procedures which Worldview or any other shareholder must follow to comply with Irish company law," Petroceltic said.
Petroceltic said Worldview holds its shares through a number of entities, and each entity is only allowed to appoint one proxy to attend the meeting, and said this is clearly laid out in the terms of the EGM.
"It makes clear that each shareholder may appoint one proxy only. The company's procedures are fully in accordance with Irish law and are designed to ensure that all Petroceltic shareholders are treated equally and fairly," the company said Thursday.
"Worldview believes this shocking development is yet further evidence of the entrenched board of Petroceltic wholly disregarding good governance and common sense by putting up unnecessary barriers to shareholders having the opportunity to meet or hear from Worldview on the day of the vote," Worldview said prior to Petroceltic's response.
Worldview said it is concerned that shareholders will not have the chance to meet Angelo Moskov, the man Worldview is proposing to replace O'Caithain.
When the ongoing spat began in January, Worldview had blamed O'Caithain for what it deemed as the "failure" of the company, stating the leadership at Petroceltic was overpaid, under-performing and said it would refuse to support any further capital raising by the company, unless it got its way at the general meeting.
Worldview has requested shareholders vote remove O'Cathain and replace him with "an industry veteran who brings an outstanding track record of delivering success and good governance."
Worldview said in January that it had 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.
Petroceltic has proposed that shareholders appoint two new directors, Nicholas Gay and Neeve Billis, which Worldview has urged shareholders to vote against. Worldview said Petroceltic has only proposed the resolutions "as a means to prevent shareholders from judging the Worldview resolutions on their merit."
The spat escalated, as Worldview said it would not support any further capital raises by Petroceltic whilst O'Caithain remains on the board and said it believes the company will run out of cash in 2015. Worldview has identified a funding gap between USD30 million and USD47 million at the end of 2015, which will cause revenue to fall by over 40% in 2015 year on year.
The major shareholder said it has an alternative plan for the company, which involves eliminating 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.
Worldview said Petroceltic's Algerian partner supports its views and proposals, but Petroceltic responded by urging shareholders not to let Worldview "destroy" the company.
The meeting, which is scheduled for next Wednesday, will ask shareholders to vote on the proposed removal of O'Caithain as chief executive, and on Worldview's proposals of electing Moskov and Dijols, and on Petroceltic's proposal to elect Neeves and Gay.
However, it seems Worldview will not be present at the meeting, meaning that the shareholder will remotely vote in the meeting.
"It is laughable, pathetic and cowardly. Refusing Worldview's request to attend the EGM is yet another sign of the company completely disregarding good governance and common sense. Sadly this trait has become symptomatic of the company's entrenched leadership," Worldview said Thursday.
Petroceltic shares were down 0.7% to 135.00 pence per share on Thursday morning.
By Joshua Warner; [email protected]; @JoshAlliance
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