UK- Petroceltic calls Worldview requests 'misguided and unnecessary'


(MENAFN- ProactiveInvestors)Petroceltic (LON:PCI) described Worldview Capital's EGM requests as 'misguided and unnecessary' and said dealing with the matter is a waste of the company's time and resources. Worldview owner of around 29% of Petroceltic failed to oust chief executive Brian O'Cathain at an EGM earlier this year when the majority of the company's other shareholders backed the incumbent management. The activist investor reignited the apparent feud calling for another EGM this month after Petroceltic launched a US$175mln bond sale. And today in its latest appeal to fellow shareholders Worldview proposed a further shareholder vote with a view to securing additional powers allowing them to scuttle any future asset sales by Petroceltic. Worldview accuses Petroceltic of running out of money and says the bond issue jeopardises the company's participation in the Ain Tsila gas development project in Algeria which the shareholder describes as Petroceltic's 'crown jewel'. Proceeds from the bond issue are earmarked to fund the company's share of Ain Tsila's development costs says Petroceltic which intends to incrementally increase debt in phases to pay for the major development project. When it comes online at the end of 2018 Ain Tsila is expected to produce 355mln cubic feet of gas per day over a 14 year 'plateau' period which is forecast to give Petroceltic US$120mln of annual revenue. Petroceltic says the financing strategy for Ain Tsila has been discussed extensively with shareholders and its directors continue to believe these actions are in the best interests of the company and its shareholders as a whole. The company in a statement also reiterated that it believes the current borrowing powers (in its articles of association) are standard for Irish oil and gas companies with shares on AIM or the Irish Stock Exchange. And it added that the bond issue will be in full compliance with all applicable legal and regulatory requirements. Having taken legal advice Petroceltic has concluded that accepting Worldview's initial request for an EGM relating to the bond issue and the company's borrowing powers would not comply with the requirements of Irish company law or the company's articles of association. Shareholders can at an already scheduled AGM on Friday July 24 ask any questions about the bond issue or any other matter Petroceltic added. In regards to the most recent Worldview request the company highlighted that under AIM and Irish stock exchange rules it would be necessary to get shareholder approval for certain asset disposals. 'Petroceltic is required to seek shareholder approval by way of ordinary resolution for disposals resulting in a fundamental change of business' it said. 'Consequently any request by Worldview to convene a further EGM in relation to material asset disposals would not be in line with AIM/ESM Rules and in addition would in the company's view constitute an inappropriate interference with the powers of the directors to manage the business of the company.'


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