NORTH sea oilfield developer Xcite Energy yesterday revealed a defensive shareholder rights plan to ensure existing company owners can repel a hostile takeover bid if needed.
The plan allows existing shareholders to buy new Xcite shares equal to the amount they already own at a substantial discount if another party tries to acquire 20 per cent or more of the company in a coercive bid.
The plan works by doubling existing shareholders’ equity following a takeover offer, making it far more expensive for a hostile bid to succeed.
Bids are considered coercive if the acquirer does not give shareholders 60 days to consider the offer made.
Xcite, which owns and is developing the Bentley oil field in the North Sea 160 km east of the Shetland Isles, denied a takeover bid was looming.
“The plan has not been adopted in response to, or in contemplation of, any specific proposal to acquire control of Xcite Energy,” it said.
But the field is not yet producing oil and a spokesman said the company is waiting for the results of tests that should determine the extent of the field’s reserves.
The results are expected next week and he said the board was concerned that if they were very positive and the share price did not reflect the value of the asset, an oil major could step in with a takeover bid.
Shareholder rights plans such as these are controversial in the UK and outlawed under Takeover Panel rules.
Known colloquially as “poison pills,” they are alleged to protect boards at the expense of shareholders’ ability to freely accept an offer.
Xcite is dual-listed on London’s AIM and the Toronto Stock Exchange Venture board. The plan was announced in Toronto, though London shareholders would also be protected. Toronto-listed companies use rights plans more routinely, such as Canada’s PotashCorp’s defence in August against BHP Billiton.
Xcite’s chief executive Richard Smith, chief financial officer Rupert Cole and exploration and development director Stephen Kew each held 4.2 per cent of its shares as of 28 October 2010.