Petroceltic's biggest shareholder, Worldview, failed in its bid on Monday to restrict the rights of the exploration company's directors to sell assets. Switzerland-based Worldview called an extraordinary general meeting (egm) of Petroceltic to vote on a proposal to stop directors selling assets worth 25 per cent or more of the company's revenues, profits or reserves without shareholder approval.
The proposal won 42 per cent support from shareholders, who voted at the second of two egms in Dublin’s Herbert Park Hotel, while 58 per cent opposed it, meaning that the motion was defeated.
Shareholders also rejected two board proposals: to restrict the directors from borrowing more than $650 million (€582 million) with the support of a majority of the company and to change Petroceltic’s memorandum of association to bring it in line with current legislation. Both were special resolutions requiring the support of 75 per cent-plus or more of the vote, but they only succeeded in getting 58 per cent and thus were not passed.
Worldview has been in dispute with the Petroceltic board for months. On Monday it confirmed its plan to call an egm in London next month to deal with the $175 million bond issue the board announced in June.
Speaking after Monday’s two meetings, chief executive Brian O’Cathain said that the board was seeking legal advice on whether or not the October egm had been properly called.
He also confirmed that the bond issue, suspended last month, will remain on hold.
Worldview claim
Mr O’Cathain repeated his claim that Worldview, which owns just under 29.9 per cent of Petroceltic, is trying to take control of the company without paying fair value to shareholders.
Worldview said that, by failing to put its motion restricting directors’ borrowing powers to shareholders, Petroceltic’s board had broken Irish company law. The investor also said Monday that as it had already voted against the board’s resolutions at Monday’s meetings, they could not pass.
However, the company maintained that all were ordinary resolutions and only needed a 50 per cent-plus majority rather than the 75 per cent needed for extraordinary resolutions.
Worldview also claimed that Bulgarian authorities were investigating payments from Petroceltic’s local subsidiary to businesses connected to family members of the person running its operation there.
