OREANDA-NEWS. Requisition of EGM

Worldview requisitions EGM of Petroceltic International Plc to remove CEO Brian O'Cathain as a director and strengthen the Board with an industry veteran who brings an outstanding track record of delivering success and good governance, as well as appoint its own representative to the Board thereby emphasising its long-term commitment.

Worldview Capital Management ("Worldview"), an investment management group announces it has started the process of requisitioning an extraordinary general meeting ("EGM") of Petroceltic International Plc ("Petroceltic" or the "Company"), in which it holds more than 28% of the share capital, for the purpose of removing Brian O'Cathain, Petroceltic's CEO, from the Company's Board and appointing Maurice Dijols and Angelo Moskov to the Board.

The Past

Worldview is proposing these Board changes following a series of strategic and corporate governance failures at Petroceltic in 2014 which caused Worldview to publicly withdraw its support for Mr O'Cathain and demand his resignation as CEO.  These failures included dismal drilling results, poor handling of Petroceltic's \$100 million placing, and the failed offer by Dragon Oil plc.

Furthermore, the Company failed to undertake and complete a comprehensive strategic, business and operational review prior to 30 September 2014 in breach of a corporate governance agreement between the Company and Worldview - which ultimately caused Worldview to bring legal proceedings against the Company in the High Court. Finally it has fallen on Worldview to point out to the Board the conflicted position of its Senior NED James Agnew, who now will be stepping down later in January.

Notwithstanding these numerous failures, the Company still saw fit to reward Mr O'Cathain by granting him option awards in December 2014 which, in our view, were wholly inappropriate and unjustified.

The Future

Worldview believes that in order to put an end to these continuous failures and revamp the Company's ailing strategy, the Company's Board needs to be strengthened with another oil and gas executive who has a track record of delivering positive change. We have identified a candidate with a wealth of required experience, Mr Maurice Dijols. His extensive strategic and technical expertise, proven execution and managerial skills in relevant projects and geographies makes him an outstanding candidate for the Company's Board. It is proposed that Mr Dijols would be an independent non-executive director.

Worldview, which is the Company's largest shareholder holding over 28% of the share capital and has been a investor in Petroceltic since 2011 is also proposing that Mr. Angelo Moskov, founding partner and director of Worldview would join the Board as a non-executive director. 

Maurice Dijols

Mr Dijols is a highly experienced oil and gas executive with a wealth of international experience acquired mostly over his distinguished career at Schlumberger where he served for over 30 years.

Mr. Dijols joined Schlumberger in the Middle East in 1977, and spent the next 11 years in different assignments within the United Arab Emirates and Egypt. Most recently he served as the President of Russia Operations at Schlumberger, and before that as President of North Central Europe & CIS of Schlumberger Sema and Russia-Schlumberger Oilfield Services at Schlumberger Limited. Mr. Dijols provided strategic direction for Schlumberger's business operations in Western and Eastern Europe, and CIS. His other prior positions include Chief Information Officer of Schlumberger Limited, President of Schlumberger Oilfield Services North and South America, and many other positions globally.

Mr Dijols is currently a Non-Executive Director of three London Stock Exchange-listed companies, Eurasia Drilling Company (a leading drilling company operating in CIS and Northern Iraq), IGSS (the largest land seismic company in Russia) and RusPetro plc (an independent oil and gas producer). 

Mr Dijols is a graduate of the ?cole d'Ing?nieurs de Marseille and the ?cole Sup?rieure d'?lectricit? de Paris.?

Angelo Moskov

Prior to founding Worldview in 2011, Mr Moskov was one of the founding partners of QVT, a large US alternative investment manager. While there he managed an Emerging Europe Portfolio focused on Emerging Europe, CIS, Middle East and Africa.

Between 1997 and 2003 he worked at Deutsche Bank, initially as Head of Equity Trading for Emerging Europe and then as a director/proprietary trader in the Quantitative Value Trading group. Prior to Deutsche Bank, Mr Moskov, has worked for Morgan Stanley as an equity trader and for Goldman Sachs as a financial analyst.

Mr Moskov has an MBA from University of Chicago and BA degrees from Whitman College, USA, and Institute for World and National Economy in Bulgaria.

Worldview Capital Management Partner and Chief Executive Officer, Angelo Moskov, said:

"The appointment of Maurice, oil and gas industry veteran of the highest calibre to the Board will help the Company revamp its ailing strategy, start to deliver better results, and immediately improve corporate governance. This in turn should underpin a material increase in shareholder value.

Our call for removal of Brian O'Cathain from the Board is a necessary next step following his leadership failures that caused us to have serious doubts that he is a suitable and sufficiently competent individual to serve on the Board."