Capricorn Energy's third-biggest shareholder, Palliser, on Monday called for a general meeting to set a vote on removing seven Capricorn directors from supervisory roles, including the CEO, a plan Capricorn rejects.
Palliser is one of a chorus of Capricorn investors opposed to a planned merger with NewMed Energy that would create a gas producer focused on Israel and Egypt at a time when Europe is looking for non-Russian gas, arguing that it undervalues Capricorn.
Palliser Chief Investment Officer James Smith said in a Dec. 19 letter to Capricorn shareholders, first reported by Reuters, said Palliser had requisitioned a shareholder meeting to vote on its board overhaul plans.
The directors that Palliser wants to remove include Capricorn Chief Executive Officer Simon Thomson and its chief financial officer, also named James Smith, who both hold executive and supervisory roles.
Palliser's move ostensibly targets their removal from supervisory roles, although their executive future at the company would be called into question if Palliser succeeds.
Capricorn did not respond to questions on what would happen to them should Palliser succeed.
Capricorn said in a statement, arguing in favour of the NewMed merger, its board was considering the "legality of the Requisition Notice", adding it unanimously reaffirmed its support for all directors mentioned by Palliser.
"The Board fundamentally rejects that the proposed resolutions are in the best interests of shareholders," Capricorn said.
It added that a $620 million special dividend planned as part of the deal would be $120 million higher than what it could distribute if it remained a standalone business.
MERGER OPPOSITION
Capricorn shareholders who have publicly opposed the planned deal with Israeli-based NewMed include Palliser, Madison Avenue, Kite Lake, Newtyn Management, and Legal and General Investment Management, representing around 32% of Capricorn's shares, according to a Reuters tally using Refinitiv Eikon data.
Palliser, in one of the letters to Capricorn shareholders, said its tally of opposition to the NewMed deal stood at more than 40%, adding that it had assurances from shareholders totaling 28% who had also "lost trust in the current board".
Edinburgh-based Capricorn needs a simple majority to agree to the merger, for which it plans to circulate a prospectus early next year. In September, it ditched a plan to merge with Tullow after a similar list of investors voiced opposition.
The shareholder meeting to vote on Palliser's resolutions has to take place by Jan. 30, Palliser said.
The six replacement directors suggested by Palliser include Hesham Mekawi, BP's former North Africa regional president, and Christopher Cox, who was CEO of Spirit Energy and held positions at Centrica and BG Group.
Two non-executive directors of Capricorn's nine-person board would remain in place if Palliser's plan gets voted through.
(Reporting by Shadia Nasralla; Editing by Paul Simao and Ed Osmond)