Tap Oil shareholders have lodged a big protest vote, with more than 35 per cent of votes cast against three resolutions at today's annual meeting, with dissident shareholder Chatchai Yenbamroong accounting for a large share of the opposition.
Tap Oil shareholders have lodged a big protest vote, with more than 35 per cent of votes cast against three resolutions at today's annual meeting, with dissident shareholder Chatchai Yenbamroong accounting for a large share of the opposition.
About 64 per cent of Tap shareholders voted in favour of non-executive director Douglas Schwebel’s re-election, while 38.2 per cent voted against the company’s remuneration report.
“While the resolution was passed by a simple majority of 50 per cent or more, as more than 25 per cent of votes cast were against the adoption of the company’s remuneration report, this constitutes a first strike for the purposes of the Corporations Act 2001,” Tap said in a statement.
If the remuneration report is protested by 25 per cent of more of Tap’s shareholders at next year’s annual general meeting, it will put the entire board up for re-election.
The company noted that a large number of shareholders didn't vote, and that the total votes against the remuneration report presented 22.28 per cent of total shares on issue, of which 19.9 per cent is held by Thai entrepreneur Chatchai Yenbamroong.
Mr Yenbamroong also cast his vote against the renewal of Tap’s proportional takeover provisions, which required the support of 75 per cent of shares but only received a 64.3 per cent backing.
Mr Yenbamroong had been calling for shareholder support in a proposed board spill that would replace existing Tap directors with members of his own choosing.
It meant he would nominate 80 per cent of the board when he only has voting control over 19.9 per cent of Tap’s shares.
Tap also recently served its joint venture partner Northern Gulf Petroleum (which is controlled by Mr Yenbamroong) a $35 million default notice because it failed to comply with a joint operating agreement by not paying its 10 per cent participating interest share of expenses at the company’s flagship Manora oil development.
But Northern Gulf demanded a reserves payment of $19 million from Tap for the project.
“It is now almost three months since Mr Yenbamroong notified the Board of his proposal, and he has still not yet called any meeting of shareholders or otherwise confirmed to the Company that he no longer intends to proceed with such a proposal,” Tap chairman Doug Bailey said.
“Mr Yenbamroong has failed to provide any alternative vision for the Company, nor outlined what his proposed new directors would intend to do differently to your current Board.
“One of his proposed nominees as a director, Alan Stein, has recently withdrawn his nomination. All of this raises considerable uncertainty as to whether Mr Yenbamroong still intends to proceed with his proposal,” he said.
Mr Bailey said the board was unanimous in its view that the proposal was an opportunistic attempt by Mr Yenbamroong to take control of the Company without making a formal offer and paying a control premium to Tap shareholders.
“The Tap board is equally concerned with Mr Yenbamroong and his Northern Gulf companies’ attempts to demand payments from Tap in circumstances where Tap considers there is no proper legal basis for making those demands,” he said.
“Tap considers the recent issue of a statutory demand by Mr Yenbamroong’s Northern Gulf for payment of certain amounts is an abuse of process and has forced Tap to take the necessary steps to seek to set aside this statutory demand and seek payment of Tap’s legal costs.”
Tap shares closed 2.9 per cent higher to 35 cents a share.
