BOWLEVEN has claimed that its board of directors may have been defamed by activist shareholder Crown Ocean Capital (COC).
The board of East Africa-focused Bowleven, led by chief executive Kevin Hart, also challenged a number of assertions made in an open letter issued by COC on Tuesday.
Bowleven highlighted a total of ten claims by Crown Ocean – which yesterday raised its stake in the company to 16.63 per cent. The letter was set out as a series of “claims” and “facts”.
Bowleven also reiterated its recommendation that shareholders vote against all resolutions to be tabled by COC at a general meeting on March 14. These include the removal off all but one current board director, and the appointment of turnaround expert Eli Chahin and corporate lawyer Chris Ashworth.
In reference to COC’s claim that Bowleven used a share buyback to influence the share price, Bowleven said: “The board has never used, and would under no circumstances contemplate using, the purchase by the company of its own shares to influence the share price. To suggest otherwise is defamatory.”
A $10 million share buyback in August 2016, which had been approved by shareholders, saw a six per cent jump in the share price. At the time, Bowleven said the move would boost net asset value per share while ensuring it retained the flexibility to contemplate growth opportunities.
Bowleven also defended director remuneration over the past decade, and hit back at what COC had called its “questionable independence”.
COC had highlighted that the majority of the Bowleven board has links to Cairn Energy, which was refuted.
The circumstances surrounding the award of a provisional exploration application (PEA) on the Bomono field in Cameroon, and an alleged lack of transparency over Bomono farm-out discussions, were also addressed, with Bowleven refuting the allegation, saying it would be “premature, inappropriate and in breach of commercial confidentiality obligations... to publicly disclose details of negotiation”.
Other claims challenged included a possible management buyout in 2016 – with COC claiming it had never proposed a management buyout, and Bowleven claiming such a proposal took place last year and was minuted at a board meeting.
Bowleven also denied it delayed the drilling of appraisal wells in Etinde.
The deferral dates for long term incentive plan awards are also subject to dispute by both parties.
In the response, Bowleven said: “Although the board does not believe shareholders are best served by a series of public claims and counterclaims between the company and COC, there are ten significant errors in the COC open letter that should not pass unchallenged.”
Crown Ocean responded with a short statement, saying: “In the opinion of Crown Ocean, we see no need to add to either our view or the facts as previously stated and we wish to avoid irritating fellow shareholders with repetition. We stand fully behind our open letter to shareholders published on 15 February 2017.”
Bowleven did not respond to COC’s claim that the board had “overseen a catastrophic financial performance”, which has seen it raise more than $580 million of equity over the last 10 financial years while the share price fell by around 90 per cent.
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