Dublin-based Petroceltic has persuaded Worldview Capital Management to drop its opposition to a $100m (£60m) placing under which a Malaysian investor will acquire a nine per cent holding in the oil and gas firm.
Worldview, which has a 20 per cent stake in Petroceltic, had urged shareholders to oppose the placing saying it was an abuse of shareholder rights.
It said the placing would grant unjustified influence to the Dovenby Capital business led by Dato' Ahmad Fuad and allow it to invest on preferential terms.
After postponing last week's shareholder meeting about the deal, Petroceltic revealed Worldview had agreed to vote in favour of the placing in return for concessions.
These include Petroceltic shrinking its board from nine to seven members.
Petroceltic said David Thomas, chief operating officer, will retain his executive role, which will include regular attendance at board meetings, but will step down from the board.
Mr Thomas was chief executive of Edinburgh-based Melrose when Petroceltic acquired the business in 2012, in a £165m deal. Petroceltic kept the Edinburgh base from where Melrose runs operations in Egypt and Eastern Europe.
Tom Hickey, chief financial officer of Petroceltic, will also leave its board.
Petroceltic's chairman Robert Adair and chief executive Brian O'Cathain will retain their board seats. Mr Adair founded Melrose.
Worldview has won the right to recommend two independent non-executive directors to the board.
The remaining three non-executive directors will be chosen from the five on Petroceltic's current board.
Petroceltic said with the support of Worldview, it expected to win the required shareholder approval for the placing proposed, at a general meeting rescheduled for June 26.
Dovenby has subscribed for £30m shares in the placing, due to be completed at 157p per share.
Petroceltic expects the placing to be completed in accordance with the original terms. These included a proposal Worldview opposed that existing shareholders should give up their pre-emption rights in respect of the shares Petroceltic wants to sell to Dovenby.
By exercising pre-emption rights shareholders can maintain their percentage holdings in companies' shares.
Worldview did not comment yesterday. It is understood it will retain a 20 per cent holding in Petroceltic after the placing.