epa05139702 A handout aerial image dated 25 September 2010 and made available by BP, showing an aerial view of BP's Valhall platform in the Norwegian North Sea. Energy giant BP on 02 February 2016 reported a 90-per-cent slump in profit for the last three months of 2015, linking the drop to lower oil prices and warning that it expects to cut up to 7,000 staff and contractor jobs over the next two years. BP said its underlying replacement cost profit - a standard accounting measure of performance in the oil industry - fell to 196 million dollars in the fourth quarter of 2015, down from 2.2 billion dollars in the same period of 2014. It said it had allocated another 443 million dollars in the quarter for payments related to the Deepwater Horizon oil spill in 2010, bringing the total set aside for the disaster in the Gulf of Mexico to 55.5 billion dollars. EPA/BP / KJETIL ALSVIK / HANDOUT HANDOUT EDITORIAL USE ONLY/NO SALES
KUALA LUMPUR: Hibiscus Petroleum Bhd
’s associate company, Lime Petroleum Plc (Lime Plc), which holds oil and gas concessions in Norway and the Middle East, is facing the possibility of being wound up.
Hibiscus told Bursa Malaysia that three Lime Plc directors nominated by the early-exploration firm’s other shareholders -- Rex Middle East Ltd and Schroder & Co Banque SA -- had called for a shareholders’ meeting on Thursday, Feb 4, to consider the winding up of Lime Plc as well as other matters.
Hibiscus had purchased a 35% equity stake in Lime Plc for US$55mil (RM225.2mil) in 2012. Its stake is being held by unit Gulf Hibiscus Ltd (GHL).
Hibiscus, which had been a special-purpose acquisition company prior to entering the Lime venture, said one of the Lime Plc directors Laurence Keenan, through his wholly-owned outfit LK (Fiduciaries) Ltd (LKFL), had stated that he and the other two directors, Karl Helge Tore Lidgren and Simon Comina, planned to make decisions at the meeting without the presence of the GHL-nominated director.
“According to LKFL, one of the consequences of the winding up action will be the staying of the derivative action against the subject directors (which will be to the benefit of those individuals),” Hibiscus said in its statement.
The company said the matters set out in LKFL’s letter regarding the meeting were initiated and pursued by parties “who are all conflicted and have self-serving interests in the matter.”
Hibiscus said it viewed this as “a clear attempt by the subject directors and their related parties to avoid liability through improper means.” GHL and its nominee director have challenged the latest actions by LKFL and the directors.
“In addition, as Section 12.1 of the shareholders’ agreement stipulates that each shareholder of Lime Plc (including Rex and Schroder) can only nominate one director each, the above position of three nominees from two shareholders represents a serious contravention of the shareholders’ agreement, and will be subject to appropriate legal and other action accordingly,” it said.
On Dec 23 last year, GHL filed an application to the Isle of Man High Court for leave to make claims against the three directors for alleged breach of trust and/or breach of fiduciary duty, particularly in relation to the actions taken to effect a substantial dilution of Lime Plc’s shareholding interest in Lime Petroleum Norway AS (Lime Norway) under a restructuring undertaken by Lime Norway. The directors have denied GHL’s allegations.
Lime Norway, a pre-qualified oil company in Norway which has stakes in 19 exploration and production licences there, is a wholly-owned subsidiary of Lime Plc. The suit was to enable Lime Plc, an entity which is jointly controlled by GHL, to make claims estimated at “US$100mil and above” against the trio.
Singapore-listed Rex International Holding Ltd, which wholly owns Rex Middle East Ltd, announced to the republic’s securities exchange on Dec 14 that Lime Norway had completed a restructuring exercise approved by Lime Norway’s shareholders at an EGM in October 2015.
It said its unit Rex International Investments Pte Ltd’s (RII) direct interest in Lime Norway had increased from 26.18% to 96.49% after subscribing to the entire new share issue of Lime Norway for 77.4 million kroner (RM37.4mil).
Rex said Lime Plc, in which Rex has a 65% interest, held the remaining 3.51% interest in Lime Norway.
Hibiscus is disputing this, saying in its quarterly report for the quarter ended Sept 2015 that RII would only have a 26.18% direct interest in the enlarged paid-up capital of Lime Norway, with Lime Plc holding the remaining 73.82% direct interest.
According to Hibiscus, its group’s effective interest in Lime Norway would decrease only to 25.84% from 35% previously on completion of RII’s capital injection into Lime Norway.
Hibiscus shares gained 2.5 sen to close at 21 sen on Thursday, with 19.32 million shares being traded.
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