As the New Year dawns a North Sea firm is facing a boardroom coup attempt instigated by investors based in London as Scotland counts the cost of moves made by financiers on other firms.
Reabold Resources has found itself in the crosshairs after shooting to prominence last year when a bet the company made on an undeveloped find West of Shetland paid off big time.
The company received a $5 million (£4m) payment on account last month in respect of a deal it clinched that involved Shell buying a controlling stake in the Victory find for £32m.
This provided stunning vindication for Reabold directors’ belief that Victory had potential others had missed.
The deal left Reabold sitting on a portfolio of exploration interests in the North Sea and other areas as well as lots of cash.
However, in November, Reabold announced that shareholders had initiated an action seeking to replace the company’s directors with their nominees.
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Reabold’s board has claimed that the shareholders concerned are attempting to gain control of the company, its operational asset base and its cash, without paying a control premium.
The rebel shareholders are led by Portillion Capital’s Kamran Sattar. They have claimed change is needed at Reabold to create sustainable value for all shareholders and have cited concerns over issues such as executive pay and the management of the firm’s portfolio. This includes assets in Italy and the USA.
The affair will come to a head at a general meeting in London on January 10 when shareholders will vote on resolutions about the proposed boardroom changes.
Advisory services ISS and Glass Lewis have recommended that shareholders vote against the resolutions.
Reabold is a relative minnow in the oil and gas business. However, defeat for its board may have ramifications for Scotland. The rebel shareholders want Reabold to pay out £3.75m in dividends and share buy-backs. They have said Reabold’s North Sea exploration interests are “too much for the company to handle on its own”.
The move comes after a year in which one of Scotland’s leading exploration firms was reduced to a shadow of what it was in terms of job numbers following an intervention by a hedge fund manager.
Edinburgh-based Capricorn Energy announced plans to reduce staff numbers by around 75% in March as the company decided to focus on short-term cash generation activity.
The cuts set the seal on a dramatic change at the company, which became a star after making bumper finds on acreage in India that it bought from Shell.
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The former Cairn Energy went on to amass a portfolio of early-stage exploration interests in so-called frontier areas such as Suriname and cash generative production interests in the North Sea.
After the company won a long-running battle with the tax authorities in India that left it with lots of cash, directors faced flak from investors who objected to their plans for the business.
London-based Palliser Capital called for directors to be ousted after Capricorn proposed two merger deals some investors didn’t like the look of.
Directors threw in the towel in January last year leaving Capricorn under a new management team, which has taken an axe to the business.
Led by Randy Neely, the board has decided to focus on the Egyptian production interests that Capricorn acquired under former chief executive Simon Thomson. The board announced plans for Capricorn to exit other interests, which include North Sea exploration licences.
In March the new team said around 120 of the 160 posts at the firm would go.
The outlook for Capricorn appears uncertain as the company faces complications in its efforts to improve the returns generated in Egypt. In December the company said $139m payments due from the state oil company were overdue.
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Ironically, the value of North Sea interests that Mr Thomson decided to offload has been underlined amid the surge in oil and gas prices fuelled by Russia’s war on Ukraine.
The job cuts at Capricorn raise fresh questions about the future of Edinburgh as a centre of oil and gas activity.
The firm helped Edinburgh acquire critical mass in the industry under the leadership of founder Bill Gammell, who was knighted for his achievements at Cairn and played rugby for Scotland. The entrepreneur’s father Jimmy helped the Edinburgh-based Ivory and Sime fund management business achieve renown after making pioneering investments in oil and gas firms.
Ivory & Sime was swallowed up by Friends Provident in 1998, after which its presence in Edinburgh shrank significantly. The rump of the operation was acquired by Colombia Threadneedle with the Bank of Montreal asset management business in 2021.
The shake-up at Capricorn added momentum to a process that has seen upheavals at other firms based in the city at the instigation of investors based outside Scotland.
In 2017 the Monaco-based Crown Ocean Capital investment business led a boardroom coup at Bowleven, which focused on Africa under the leadership of former Cairn director Kevin Hart.
The new management team installed by Crown Ocean moved Bowleven’s headquarters to London in a process that cost valuable jobs in Edinburgh.
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The new management team has faced big challenges as it tries to deliver on plans to bring finds on Bowleven’s acreage in Cameroon into production.
After falling sharply last year, shares in Bowleven sold for 0.58p in December. That left the company with a market capitalisation of less than £2m. The shares sold for 33.25p on the day Mr Hart and four other directors were ousted.
The Bowleven saga provided a reminder of the fate of Melrose Resources, which once ran a significant international oil and gas business from Edinburgh.
Melrose was acquired by Ireland’s Petroceltic for £165m in 2012. Four years later Petroceltic fell under the control of the Cayman Islands-based Worldview hedge fund operation. Worldview had made a £6m bid to buy Petroceltic amid the fallout from the oil price crash that started in 2014.
Following the rise in oil and gas prices since 2020, the value of the assets developed by Melrose may have increased significantly.
With no obvious contenders to make up for the shrinkage at Capricorn, Bowleven and Melrose, energy sector watchers will be hoping that Edinburgh and other Scottish centres can capitalise effectively on the emergence of renewables.
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They may take heart from the fact that two major energy sector players based in Scotland have made progress in recent months after escaping the clutches of US investors.
In December 2021 Perth-based energy giant SSE faced calls for a break-up after Elliott claimed that its strategy was seriously flawed. Elliott said it did not make sense for SSE to own both transmission and energy generation assets and called for new directors to be appointed.
SSE stuck to its guns. In November the group posted £565m first half profit, up from £559m last time. Directors said: “Networks have long been an underlying value driver for SSE, and that is even clearer now.”
SSE made £174m profit in the first half of the 2021-22 financial year.
Last year Aberdeen-based Wood snubbed takeover approaches from Apollo Global Management, which directors felt under-valued the group before the private equity firm ditched a £1.7bn bid in May.
In August Wood said it had grown underlying profits to $202m in the first half, up 8.5% from $186m last time.
Wood has done well in the emerging renewables sector. However, success in the North Sea oil and gas business has continued to underpin its performance.
In September Wood announced that it had agreed a $330m strategic partnership to support the production operations of the biggest North Sea independent, Harbour Energy.
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