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Last updated on May 26, 2012 at 15:47 EDT

L-attorney Files Formal Complaint With UK F.S.A Against Petrocapital Resources PLC

June 17, 2010
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VADUZ, Liechtenstein, June 17, 2010 /PRNewswire/ — L-attorney acting for
a substantial shareholder group of the oil and gas investment Firm
Petrocapital Resources PLC, has filed an exhaustive complaint with the F.S.A.
in the UK today. The complaint is primarily directed against Petrocapital’s
former and current directors alleging potential misuse of company (investor)
funds, breach of duty and dissemination of misleading and factually incorrect
statements and information to the public.

What finally triggered the exhaustive complaint are opaque and highly
questionable terms and conditions of a loan note arrangement with one of the
Company’s directors, which, as per a Memo sent by the Company’s current
Chairman Tom Kristensen to a Company shareholder, would drain the Company of
a colossal GBP 1.45 Million of precious investor funds which were committed
as a loan by its founding shareholder in 2009 under strict investment
guidelines and according to the Company’s investment strategy to be allocated
exclusively to natural resources projects.

Petrocapital Resources PLC, which has no revenues, has received in excess
of Euros 7 Million in shareholder loans to be committed towards revenue
producing resources (mainly oil and gas) projects in North America. To date
the Company, as per its announcements, has invested only a small fraction of
these funds (app Euros 1.4 Million) in a United States oil project, without
any due diligence. Investor anguish and frustration about the use of Company
capital to continue funding a very costly personal claim against a former
director through the Company’s solicitors. A claim, that has no apparent
value to the Company. Shareholders have grown extremely concerned, that under
these circumstances, numerous written and verbal demands for clarification
and substantiation of the terms and conditions of the alleged loan notes from
Petrocapital’s new management, a reply has yet to be received.

Kristensen in a recent Memo sent to one of the Company shareholders,
further suggests that the Company, as per the undisclosed terms and
conditions of this note, would be inclined, in order to avoid ‘costly law
suits with noteholders’, to settle the outstanding loan notes at a discount,
which would however result in a very substantial and completely unjustfifable
pay-out of GBP 1.45 Million to existing loan noteholders, presumably
Armstrong and Mendoza without any recorded consideration. This would further
dangerously deplete the already rapidly dwindling cash reserves of
Petrocapital, which are otherwise largely being spent on several
international ongoing legal actions of little or no shareholder value or
interest and are the focus of substantial shareholder and investor concern.

A payment of this magnitude out of investor funds is clearly against the
interests of shareholders and investors, who have committed their funds to be
allocated specifically in lucrative oil and gas projects in North America and
not to be used to pay out current and former company directors on loan notes
for no adequate consideration rendered, in blatant disregard of shareholder
interests.

Furthermore the funds have been provided to Petrocapital as a shareholder
loan and are to be invested according to the original Company investment
strategy. Such a pay-out would certainly constitute a flagrant misuse of
investor funds.

After so far the Company has spent hundreds of thousands of Pounds in
legal fees, a seven figure ‘free ride’ for the directors in question would
leave investors with less than half of their original cash investment in
place.

The purpose of the regulatory complaints is to request an independent
investigation into the practices of the former and the current board of the
company to assure that shareholder funds are preserved.

The emergence of further disturbing news concerning past business
dealings and involvements of PCR’s former chairman Manoli Olympitis has
greatly added to the urgency of shareholder action. This information,
recently brought to light and confirmed through an independent and reputable
channel, greatly added to smoldering investors’ anxiety over possible past
improper management practices and Board misconduct of Petrocapital’s former
Board of Directors.

The shareholders’ lingering concerns about Olympitis’ past conduct and
true intentions, particularly in view of his sudden and unexpected
resignation as Chairman and CEO of Petrocapital literally one day the UK
Takeover Panel announced that his alleged Rule 9 Takeover Code breach by
certain shareholders back in September 2009, which had paralized the company
and led to millions of pounds in market capital loss, was clearly dismissed
as unsubstantiated, more than 8 months later in an official Company
announcement.

This event allowed the former directors to seize control of the company
in September 2009 and signing power over GBP 5 million remaining in investor
funds which were destined for lucrative oil investments by its ousted founder.

As per the Company’s announcement, the Company’s burn-rate has almost
tripled from app GBP 300.000 p.a. to over GBP 800.000 p.a during Olympitis’
exercise of control over the Company, largely due to legal fees in connection
with the initiated Takeover Panel complaint and subsequent defence actions
vis-a-vis shareholders and, more recently, a full-blown legal battle with a
former director of the company in a personal matter of Olympitis’. The
company is still suspended from the market on the request of the directors
although the directors announced that the share will be listed immediately
again.

    Contact:

    l-attorney
    Pflugstrase 22,
    9490 Vaduz
    E-Mail: info@l-attorney.com

    Hermann Ludescher,
    Tel: +423-232-11-40 (Vaduz)
    E-Mail: hermann.ludescher@l-attorney.com

SOURCE l-attorney


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