Wednesday 22 November 2017

Shareholder in Petroceltic seeks High Court protection for Dublin-based oil and gas exploration company


Aodhan O'Faolain

A SHAREHOLDER in Petroceltic is seeking High Court protection for the Dublin-based oil and gas exploration company.

Worldview, a 29 per cent shareholder, has been in dispute with the board of Petroceltic for more than 18 months during which it sought to take over control of the company a number of times.

On Friday, Skye Investments, the investment vehicle headed by Petroceltic chairman Robert Adair,  which owns a 19 per cent shareholding in the exploration company, said the latest takeover offer from Worldview undervalued the company.

Petroceltic has headquarters at Grand Canal Street Upper, Dublin, and offices in Algeria, Cairo, Edinburgh, London, Rome and Varna, Bulgaria.

According to Worldview's High Court petition, Petroceltic employs 144 staff in its head office and the "operations function".

The petition came before Mr Justice Brian McGovern on Friday via an application for directions concerning its advertisement and hearing.

The judge made the relevant directions and told Declan Murphy BL, for Worldview, he would return the matter to April 4.

The petition, brought by Worldview EHS International Master Fund, with registered offices in the Cayman Islands, is seeking court protection and the appointment of Michael McAteer of Grant Thornton as examiner.

If appointed, his task will be to devise a scheme of arrangement to be put before creditors of Petroceltic.

The petition seeks protection for Petroceltic International plc and two related companies, Petroceltic Investments Ltd and Petroceltic Ain Tsila Ltd.

In its petition, Worldview says, as a minority shareholder, it does not generally have access to any information or documents relating to Petroceltic other than publcily available information but believes the information relied upon in the petition was true and accurate.

It had not relied in the petition on additional information provided to it on a confidential basis in the context of discussions with Petroceltic, it said.

Worldview claims, based on the information relied upon, that Petroceltic remains in an "extremely uncertain position" relating to its bank facilities and its ability to continue as a going concern absent court protection.

Based on an independent expert's report, Worldview says it believes Petroceltic and related companies have a viable future as a going concern subject to certain conditions.

Those included securing court protection and approval of a scheme involving a viable restructuring of certain creditors of the group by the High Court.

It would also involve investor funding, successful implementation of Worldview's proposed cost-cutting measures and the farming out, or disposal of, non-core assets.

In addition to Worldview's own offer to acquire the group and support it through a period of court protection and examinership, there are other willing investors that have expressed an interest in acquiring the group as a going concern, Worldview claims.

It also says that, in a March 2016 statement, the Petroceltic board had concluded, having consulted with its stakeholders and lenders, it was not possible to give a firm recommendation to all Petroceltic shareholders at that time either to accept or reject the Worldview offer.

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