Exploration firm Petroceltic has urged its shareholders to vote against resolutions being tabled by activist investor, Worldview Capital Management, in an upcoming ballot effectively saying its only aim is to gain control of the company without having to buy it out.
Worldview — a Swiss investment firm with a near 30% holding in Petroceltic — first crossed swords with the Dublin-based explorer last summer when it disputed the latter’s planned $100m (€88m) fund raising/share placing plan.
Last month, Worldview sued Petroceltic and called for the resignation of chief executive, Brian O’Cathain, over claims the firm had not followed through on certain concessions struck as part of an original agreement which saw Worldview agree to last year’s share placing.
Yesterday, Petroceltic announced it will be holding an EGM — on the behest of Worldview — in Dublin on February 25, where shareholders will vote on a number of resolutions regarding a board shake-up.
In essence, Worldview is looking for the removal of Mr O’Cathain and to appoint two of its own directors to the Petroceltic board; namely its own CEO, Angelo Moskov and a nominee in the form of Maurice Dijols. This would significantly up its presence on the Petroceltic board; having last summer managed to get two former executives of defunct Russian oil company, Yukos Oil directorships with the Irish firm.
In a statement, Petroceltic urged its shareholders to vote against the Worldview resolutions saying approval of them “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”.
It added that Mr Moskov would not be an independent director and that neither he nor Mr Dijols have qualifications from any professional accountancy body, as required by the board under good corporate governance guidelines. It also said that the removal of Mr O’Cathain could materially prejudice the business and operations of the group.
It added that Worldview’s resolutions have been proposed “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”.
Petroceltic is asking shareholders to vote its own nominees, Nicholas Gay and Neeve Billis, onto the board as non-executive directors.
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