Petroceltic dissident shareholder blocks three AGM votes

Worldview Capital, the dissident shareholder that owns 29 per cent of oil and gas explorer Petroceltic International, has blocked a number of resolutions at the company's annual general meeting, which was held in Dublin on Friday.

Worldview, which has also launched legal action in the High Court against the company over alleged breaches of a shareholders' agreement, prevented the company from implementing a number of procedural issues. It failed to block the re-election of any directors.

The company’s board lost three votes at the meeting, including two to update its rules to take account of changes to company law, and another common type of vote to allow directors to allocate shares for cash. They needed 75 per cent to pass, allowing Worldview to block them with its votes.

Other votes requiring simple majorities to appoint or reappoint four directors, including the chairman Robert Adair, passed by a margin of 55 per cent to 45 per cent. This indicates about 3 per cent of shareholders voted with Worldview.

Following complaints earlier this year from Worldview at an extraordinary general meeting about the voting process, extra independent observers from the accounting firm BDO were drafted in to oversee the votes.

Worldview fought unsuccessfuly earlier this year to oust chief executive Brian O’Cathain.

The Swiss fund has accused the board and management of squandering shareholder value, and recently it also also alleged Petroceltic was risking the future of its prime gas asset in Algeria, which management wants to use as security to issue of a bond of up to $175 million.

Worldview lost a High Court action in Britain against Petroceltic in May, when it was thrown out for lack of jurisdiction. Worldview since filed a similar action in Dublin over alleged breaches of the shareholders agreement and is represented by Brown Rudnick.

Petroceltic said it would defend itself in the case and insists it had not breached any agreement. Mr O’Cathain said the case against the company was “spurious”. “We don’t want to be fighting with our shareholders, and we could have taken action against Worldview for [comments it made about the board],” he said.

Mr O’Cathain also said bond investors targeted for the upcoming $175 million issuance will not be dissuaded by the row: “They’re sophisticated investors who can see through this sort of noise.” The company confirmed plans to issue a three-year secured bond, $50 million of which will be used to repay existing bank facilities.

Worldview is trying to force another shareholders meeting over its dispute with the board. It did not make an appearance at Friday’s meeting.