Following a general meeting on Tuesday, March 14, most of the board of the UK-based oil and gas company with African assets, Bowleven, has been ousted from the company.
The general meeting was requested by the Monaco-based private investment vehicle, Crown Ocean Capital (COC), to propose extensive changes to the company’s board.
Ahead of the meeting, Bowleven continuously urged its shareholders to vote against all resolutions made by COC, which proposed two new, fully independent directors and a reduced board size of three directors at Bowleven. COC proposed a new direction for the company which would entail focusing on “prime asset” Etinde, off Cameroon, and work to prove more reserves and develop the field. COC also asked for a review of the company’s other asset in Cameroon, the onshore Bomono permit.
Bowleven claimed that COC’s intent was to take control of the company without paying fair value and with no credible strategy to maximize the value from the company’s key assets, offshore Etinde and onshore Bomono.
Bowleven also stated that COC’s intention was to convert Bowleven into a holding company stripping the cash from Bowleven’s balance sheet, and leaving it in a precarious position potentially unable to fund the investment necessary to realize any or all value from its Cameroon assets, which substantially weakens the company’s bargaining position.
Later in March, Bowleven signed a farm-out agreement with Victoria Oil & Gas relating to the Bomono production sharing contract onshore Cameroon. The pair agreed for the gas produced from the Bomono PSC to be fed into the customer distribution network owned and operated by Gaz du Cameroun S.A. (GDC), a wholly owned subsidiary of Victoria Oil & Gas.
Despite Bowleven’s objections to COC’s interference, the investor has been building up its share in the oil company, resulting in over 22 percent interest before the votes were cast on Tuesday.
At the meeting, all resolutions proposed by COC were passed except for the one to remove Billy Allan, the non-executive chairman of the company. Proposals to remove 5 other directors – Finance Director Kerry Crawford, CEO Kevin Hart, and non-exec directors John Martin, Tim Sullivan, and Phil Tracy – were passed along with the approval to appoint COC’s nominees, Christopher Ashworth and Eli Chahin, to the board.
All the votes were tight. Bowleven commented that, excluding the votes cast in respect of the shares held by COC and its nominees, all resolutions proposed at the general meeting would have been defeated by a significant margin.
As a consequence of the meeting and the vote, Kevin Hart, Kerry Crawford, John Martin, Tim Sullivan and Philip Tracy ceased office as directors with immediate effect. Chief Operating Officer David Clarkson and Billy Allan will continue as directors, with the former continuing to be employed as COO of the company and the latter remaining as chairman.
Offshore Energy Today Staff