TIDMPCI
RNS Number : 3153D
Petroceltic International PLC
28 January 2015
Dublin
28 January 2015
Petroceltic International Plc
("Petroceltic" or the "Company")
EGM Requisition and Publication of Circular
Board Recommends Shareholders Vote AGAINST Worldview Resolutions
and IN FAVOUR of Company Resolutions
As announced on 9(th) January, Vidacos Nominees Limited, the
registered holder of 25.7% of the issued share capital of the
Company, of which the beneficial owners are certain funds managed
by Worldview Capital Management SA ("Worldview") has requisitioned
an Extraordinary General Meeting ("EGM") to vote on resolutions
relating to changes to Petroceltic's Board.
The EGM will be held at 11am on Wednesday, 25 February 2015 at
Royal College of Physicians, 6 Kildare Street, Dublin 2, Ireland. A
circular, containing a notice of the EGM, is available for
inspection on the Company's website at www.petroceltic.com and will
be posted to Shareholders today (the "Circular").
Worldview's proposed resolutions seek the removal of Mr Brian
O'Cathain, the current Chief Executive Officer of the Company, as a
Director and to appoint two additional Directors, Angelo Moskov
(the Chief Executive of Worldview) and Maurice Dijols (a person
nominated by Worldview) (together, the "Worldview
Resolutions").
In addition, the Board is proposing two further resolutions for
consideration by Shareholders at the EGM. These relate to the
proposed appointment of two additional independent Non-Executive
Directors, Nicholas Gay and Neeve Billis, to the Board (together,
the "Company Resolutions").
The Board recommends Shareholders VOTE AGAINST the Worldview
Resolutions and IN FAVOUR of the Company Resolutions for the key
reasons set out below.
The two Directors nominated to the Board by Worldview, being Joe
Mach and Don Wolcott, have taken a dissenting position with respect
to the Board recommendations regarding the Company Resolutions and
the Worldview Resolutions.
Your Board believes that:
-- 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.
-- 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. Mr. O'Cathain
has a deep knowledge of the Group's operations and past corporate
history and has long-standing relationships of high quality with a
range of important stakeholders. Worldview has put forward no
credible reason as to why Mr O'Cathain should be removed as a
Director.
-- Mr. Moskov would not be an independent Director given his
position as Chief Executive Officer of Worldview. Based on the
information available to it, and the fact that the onus is on Mr.
Dijols to demonstrate his independence to the Board, the Board has
determined that it would currently consider that Mr Dijols would
not be an independent Director.
-- Neither Mr Moskov nor Mr. Dijols has a professional
qualification from one of the professional accountancy bodies, as
required by the Board to comply with good corporate governance in
respect of Audit Committee membership.
-- The Board has identified two excellent candidates, Nicholas
Gay and Neeve Billis, who fulfil the necessary criteria of
independence. The proposed Directors were selected from a shortlist
identified following an extensive search led by an independent
global executive search firm that specialises in board recruitment
for energy and natural resources companies.
o Nicholas Gay is a qualified chartered accountant and therefore
has the recent and relevant financial experience required by the
Board. He is an experienced upstream executive with over 30 years'
experience in the international oil and gas industry. His early
career began with Arthur Andersen & Co and he went on to
progress in finance and taxation roles in the UK North Sea with
LL&E and Kerr McGee.
o Neeve Billis is currently Global Co-Head of oil and gas at
Rothschild and has significant experience in mergers &
acquisitions and equity and debt capital markets. He has also
advised many of the oil and gas companies listed on the London
Stock Exchange.
-- Following the appointments of Joe Mach and Don Wolcott to the
Board in July 2014 pursuant to the Worldview Shareholder Agreement,
Worldview is adequately represented on the Board. The Board has
determined that Joe Mach and Don Wolcott are not independent and
represent the interests of Worldview on the Board. Further, even if
the additional independent Directors proposed by the Company are
elected to the Board at the EGM, the Board believes that Worldview
would continue to be adequately represented on the Board.
-- Under Algerian law, there may be a risk to the Company's key
asset, the Isarene PSC in Algeria, if Worldview was to be
successful in taking effective control of the Company by having
nominated a majority of Directors on the Board.
If Mr O'Cathain were to be removed, the Board would not have any
Executive Directors, contrary to the principles of the UK Corporate
Governance Code.
Worldview has suggested that it believes that changes are
required to the Company's strategy, but it has failed to give any
specific details of such changes or to explain to Shareholders its
future plans for the Company if the Worldview Resolutions were to
be approved at the EGM. The Board is fully supportive of the
Company's current strategy.
In light of the above, the Board recommends Shareholders VOTE
AGAINST the Worldview Resolutions and IN FAVOUR of the Company
Resolutions. Shareholders are urged to exercise their vote by
completing and returning the Form of Proxy enclosed with the
Circular or, for Crest Shareholders, by completing and returning a
Crest Proxy Instruction, in each case as soon as possible and in
any event by no later than 11 a.m. on 23 February 2015.
The Directors holding Ordinary Shares intend to vote AGAINST the
Worldview Resolutions and IN FAVOUR of the Company Resolutions in
respect of their own beneficial holdings, which at the Latest
Practicable Date, amount to, in aggregate 41,513,811 Ordinary
Shares representing approximately 19.4 per cent of the Company's
existing issued share capital as at the Latest Practicable
Date.
Ends
Note: Capitalised terms used, but not defined in this
announcement, have the same meanings as set out in the Circular
published by the Company today.
For further information, please contact:
Brian O' Cathain /Tom Hickey, Petroceltic International Tel: +353 (1) 421 8300
Philip Dennis / Rollo Crichton-Stuart, Bell Pottinger Tel: +44 (20) 3772 2500
Douglas Keatinge / Joe Heron, Murray Consultants Tel: +353 (1) 498 0300
John Frain / Roland French, Davy Tel: +353 (1) 679 6363
This information is provided by RNS
The company news service from the London Stock Exchange
END
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