See you in court, major shareholder tells Molopo Energy
The ongoing tussle for control of Molopo Energy has taken another twist with the oil and gas play taken to court by major shareholder Keybridge Capital after not opening its books over a recent transaction.
Keybridge (ASX:KBC), Molopo’s second largest shareholder with an 18.5 per cent stake, has begun legal action in the Western Australian Supreme Court against Molopo seeking orders to inspect specific company documents which Molopo has refused to provide.
It relates to a transaction in July this year when Molopo (ASX:MPO) announced the acquisition of 50 per cent of US company Orient FRC for $8.75 million from banker and hedge fund manager Gil Feiler who retains the remaining 50 per cent holding in Orient.
The deal saw Molopo take a 50 per cent working (earn-in) interest in an exploration and development oil and gas lease prospect in South Florida, USA.
However, Keybridge has questioned the deal and has sought specific financial information relating to the deal.
“The Orient transaction is of great concern to Keybridge as it is unable to reconcile, from the public information available, the basis upon which the board of Molopo would consider it to be in shareholders’ interests for Molopo to spend $8.75 million of Molopo’s cash reserves in the circumstances that Molopo has announced to the market,” Keybridge said today.
Keybridge is seeking information as to how the $17.5 million valuation of the Orient transaction was determined as well as financial details of Orient’s assets and liabilities to determine a true and proper value of the company.
The company is also seeking information on the financial and technical capacity of Orient as well as an understanding of the board’s deliberations over the structure of the transaction and information on the overall cost of the transaction.
Keybridge is also concerned with the resignation of Molopo director Wayne Trumble from the board, only a day before the Orient transaction took place on 25 July.
According to Keybridge, Mr Trumble’s resignation left Molopo in breach of the Corporations Act, which requires a public company to have at least two directors who ordinarily reside in Australia.
“In order to obtain the information, Keybridge wrote to Molopo requesting that specific information on these matters be provided to Keybridge,” the company said.
“Molopo denied that reasonable and legitimate request. Accordingly, Keybridge has no alternative but to exercise its legal rights as a shareholder and commence legal proceedings against Molopo under section 247A of the Corporations Act to inspect Molopo’s books to obtain this information, which it hopes will address its concerns.”
The news comes after Keybridge earlier this year called for the removal of the Molopo board and the election of three nominees, saying it has serious concerns relating to “leadership, management, investment strategy and corporate governance.”
In April, Molopo applied to the Takeovers Panel seeking a declaration of unacceptable circumstances regarding the conduct of Keybridge and its other substantial shareholder Aurora Funds Management.
The Panel eventually found Keybridge and Aurora failed to tell the market they were associated and ordered 3.6 million Molopo shares held by Keybridge and 39.5 million Molopo shares held by Aurora be seized by ASIC for sale.
But Aurora and Keysbridge weren’t done with yet, with Aurora seeking to acquire 100 per cent of Molopo at 18c per share in late July. Unsurprisingly, Molopo recommended its shareholders take no action on the bid.
Molopo’s shares have remained suspended from trading since 25 July.