Petroceltic gets court injunction halting planned shareholder meeting

By Wendy Van Sickle

Columbus, Ohio, Sept. 28 – Petroceltic International plc said the High Court of Ireland has granted its request for an injunction against shareholder Worldview Capital Management SA’s attempt to hold an extraordinary general meeting with other shareholders.

“We are pleased that the court has upheld Petroceltic’s application to prohibit Worldview’s attempt to convene a further EGM and we now look forward to focusing on running the company to deliver value for all shareholders,” Petroceltic chairman Robert Adair said in a Monday press release. “Petroceltic remains committed to responding to legitimate concerns raised by any shareholder and furthering the conversation with all of our shareholders in a constructive manner.”

As previously reported, Worldview, which says it owns 29% of Petroceltic’s stock, had called for an Oct. 5 meeting in attempt to prevent the company from pursuing a potential bond issuance.

Petroceltic called the proposed meeting “unlawful” and initiated court proceedings seeking the injunction after Worldview did not voluntarily call off the meeting.

After a hearing on the matter last week, the court ruled the meeting should not be held, Petroceltic said.

The company again urged shareholders to ignore the meeting notice and the related form of proxy issued by Worldview.

Worldview previously called Petroceltic’s attempt to stop the meeting “inappropriate and unacceptable.” It had sought to ask fellow shareholders to approve a motion to “not approve” the planned sale of $175 million of senior secured callable bonds.

A second motion sought to “not approve” any borrowings or issuance of debt securities that carry interest of more than Libor plus 800 basis points, that have security over any of the company’s assets or any of its subsidiaries, that have rights over or related to any equity or equity-linked securities of the company and that incorporate any structured debt elements, including contingent coupons and alterations to the principal amount.

Worldview has said that the company’s proposed $175 million bond issue is “hugely perilous” and “inappropriate.”

According to Petroceltic, two extraordinary general meetings were held on the matter on Sept. 7 at Worldview’s behest, but Worldview attended neither of the meetings.

The requisition letter for the first meeting set out two general objectives and two related resolutions concerning the company’s borrowing powers, Petroceltic said. The company’s articles of association delegate borrowing powers exclusively to its directors, thereby rendering Worldview’s proposed resolutions out of compliance with Irish company law. For that reason, Petroceltic said the resolutions were not addressed at the first September meeting.

However, a portion of Worldview’s requisition was valid, according to Petroceltic. That portion sought explanations from the board regarding the contemplated bond issue and the borrowing power under the articles of association and was addressed at the first Sept. 7 meeting, although Worldview was absent.

Petroceltic announced the planned offering of up to $175 million of three-year senior secured callable bonds via Pareto Securities in June but suspended those efforts on Aug. 3 due to market conditions.

The Dublin-based company previously said it planned to use the proceeds to refinance up to $50 million of bank debt, to finance development capital expenditures across its asset portfolio and for general corporate purposes.

Petroceltic is an oil and gas exploration and production company focused on the North Africa, Mediterranean and Black Sea regions.

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