Russian directors win e.g.m. injunction against Bula

BULA Resources has been forced by a High Court injunction to call off an extraordinary general meeting tomorrow, where it planned…

BULA Resources has been forced by a High Court injunction to call off an extraordinary general meeting tomorrow, where it planned to ask shareholders to remove two Russian directors. The two directors were yesterday granted an interim injunction stopping the meeting from considering a proposal to dismiss them, and Bula confirmed last night the meeting will not proceed.

The two directors, Mr Alexandre Marichev and his wife Ms Tatyana Kirillova, had challenged the move to oust them on a number of legal issues, including the timing of the meeting.

Mr Justice Shanley granted an interim injunction preventing the meeting from considering resolutions to dismiss the two Russians. The two directors were required to lodge £10,000 with the court.

Mr Justice Shanley said the complexity of the legal issues required a full trial.

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Bula is not expected to appeal the interim injunction and will seek an early trial. Mr Pat Mahony, the finance director of Bula, said that the company would be considering its position over the next few days. Neither Mr Marichev or Ms Kirillova was prepared to comment yesterday.

Tomorrow's meeting had been called to remove Mr Marichev and Ms Kirillova in the wake of the collapse of a deal between their company, the Russian Corporation, and Bula.

In 1994, Bula paid $5.5 million (£3.5 million) in cash and $4 million in shares to the Russian Corporation for an option to acquire 51 per cent of a Russian company, Aki Oytr, which owned oil field - in western Siberia valued at $180 million. The option would be exercised by the issuing of 274.5 million shares in Bula to the Russian Corporation, making it the largest shareholder.

Mr Marichev and Ms Kirillova, who have an interest in 48.9 per cent of the Russian Corporation, joined the board of Bula in October 1994, after the deal was announced.

The deal collapsed earlier this year over what were described by Bula as legal uncertainties relating to the Russian Corporation's title to 22.25 per cent out of the 52 per cent of Aki Oytr it held.

Last month, Bula announced it was calling an extraordinary general meeting to remove Mr Marichev and Ms Kirillova as directors. The company also instigated legal action against the Russian Corporation and began direct negotiations with the management of Aki Oytr on the acquisition of the 51 per cent stake.

A second extraordinary general meeting called by Bula for later this month, was not directly affected by yesterday's judgment. The second meeting, scheduled for May 22nd, is to obtain shareholder approval for the consolidation of Bula's shares. In order to improve the marketability of its shares, Bula is proposing consolidating every 30 existing shares of 1p each into a new share of 30p each.

Although this proposal was not directly affected by yesterday's decision, the company said yesterday that it would also be reviewed this week in the light of yesterday's decision.

John McManus

John McManus

John McManus is a columnist and Duty Editor with The Irish Times