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Interactive Brokers LLC appears to be a traditional broker based in Connecticut USA, not a UK online nominee service. Not sure that helps here.
Interactive Brokers LLC has agreed to provide a Requisition Letter with the Resolutions, on their Letterhead Notepaper.
I have individually written to all of you to contact the Corporate Actions & Proxy Research (back-office) teams of your respective Nominee Stockbrokers to demand a Requisition Letter in the standard format, on their letterhead notepaper.
Allowing this month for Ombrina Mare, and recognizing that the cash situation is CRITICAL, we will work with a target Request Date of 28 Oct, for a GM before 26 Dec.
Your broker must be able to provide you their signed PDF Requisition letters by 29 Oct or wkc 1 Nov.
Nowhere in the New Account brokerage agreement does it say that the Nominee Broker cannot provide a Requsition Letter. Therefore, I am persuading Hargreaves Lansdown, IG and Interactive Brokers Corporate Actions Proxy Departments to create a new procedure to process Section 303 requests from small shareholders who form a dissident shareholders' group. Once the nominee brokers are ready, I will come back to all of you on email.
I will not accept any more mediocrity in Rockhopper's Executives or Board members.
Fibonacci112, Do you want to help Mogger with the requested search to name any suitable UK Broker that can accept LSE RKH Shares via BED and ISA from Hargreaves Lansdowne (or) IG (or) Interactive Brokers, and supply a letterhead notepaper a custom worded Requisition Letter that ends with "[ Broker Firm Name ] holds as nominee for [ Private Individual Investor's name ]" Mogger will need your help Fibonacci112. This will help all Shareholders. Let us know before October month-end maybe?
Mogger, You needn't bother child, but if you're really so keen, then start by naming one UK Broker with offices in London, that will accept a BED and ISA Transfer for LSE: RKH shares, and Letterhead Notepaper their name on the s303 CA 2006.
Here is a link to the Lawyer 200 - https://www.google.com/url?sa=t&source=web&rct=j&url=https://www.thelawyer.com/top-200-uk-law-firms/&ved=2ahUKEwig1ZioqcDzAhVJgVwKHfpFAEQQFnoECAcQAQ&usg=AOvVaw180T9fvpxEmUazkHh5s4xB , which gives you the top 200 UK firms by turnover. Look at 50 - 200 and probably go for out of London on grounds of cost. Most will have an email address where you can raise possible claims enquiries and most of them will give you 30 mins to an hour for free. The new edition of Legal 500 has just been published for 2022 and the profiles of those in it will likely already be updated on the firm websites.
There are quite a few solicitors who are recommended in the Legal 500 who will act for individual and groups of individual shareholders in many disciplines. What you will have to do is pay the going rate and swallow the advice. £500 plus VAT is not the going rate for any sort of meaningful advice.
That said, you may well have before the event legal expenses insurance on your household contents insurance policy. You might want to check. The problems you will then run into are that (1) those sorts of policies provide cover for good claims (that is, where the chance of success is more that 51%, a claim is about to be issues and it is proportionate to run the claim; and (2) it is in any event difficult to see what the Board have done wrong legally. In any event, there is no obvious claim for the shareholders because their duties are owed to the company.
The directors would in any event in all likelihood have recourse to a directors and officers errors and omissions policy.
The big problem with this share is that it has always been a highly speculative share traded on AIM, a market that is not for widows and orphans.
I'm confused. Do you want me to tell you or not?
Mogger, Surely you must be green behind the ears, ma'am.
Do you want to name me a single UK Broker that can execute a buy order for, say, 500k shares in RKH, whose execution costs are comparable to Hargreaves Lansdowne, IG or Interactive Brokers, and who will provide their letterhead notepaper for a s303, s305 or s306 requisition letter? Very happy to switch my BED and ISA holdings to your named Broker on Monday morning.
Do you want to name me one Legal-500 Companies Act expert who will pick up a matter for a group of dissident shareholders of Rockhopper via s306?
Don't bother replying Mogger because you never tried and you don't know much about all this, child.
Add to my observations: Legal 500 Lawyers as a matter of firm policy do not pick up matters for individuals or groups of individuals.
With the rise on online trading /purchasing platforms then more and more shareholders will just be Nominee holders. So gain the flexibility but lose some powers. This will become more and more predominant.
Seems there will be room for such platforms to include addtional options in their site functionality, that could negate this issue or investors will not escape this senario.
All that is left is the option (as supplied on my platfrom) to vote for and against the limited options supplied by our own BoD.
Odd whoice of words: "Glen and others CHOSE TO HIDE their identity behind nominee accounts".
When the reality is more likely to be investors moving from the broker purchase method to online platforms. This seems a more fitting and plausible senario than a Joseph McCarthy interpretation.
Good effort Glen, learnt quite a bit, we shall leave the company in the safe hands of the BoD, whom will no doubt soon bring back bonuses after OM and assisted by the apathetic who row, row, row the boat merrily down the stream whilst reporting on meaning less information and ignoring the fact the river we have been steered onto the Niagra River.
Absolute rubbish to say that the private investor has "essentially zero influence or legal remedy"
However, if you don't follow the correct legal processes the law can't help you. There is a clear way to get your voice( and votes) heard but Glen and others chose to hide their identity behind nominee accounts. The law is very explicit in that regard and something a Legal 500 barrister with corporate knowledge would have been able to advise on.( At a price of more than £500!)
The average Rockhopper share holder can't even be bothered to vote at the AGM ! Godders et al. So most private investors don't even want their votes or voices heard.
I fully understand your position Glen. It’s true that one of the learning outcomes of this process has been the realisation that private investors have essentially zero influence or legal remedy over errant boards.
I fear that the best guide to future board behaviour and outcomes is past board behaviour and outcomes. So it seems to me to be extremely likely that we are destined for more years of poor deals, no production, wishful thinking and failure, while the board is destined for more years of inflated salaries, zero-accountability and running the company into the ground.
Herding the fickle pi cats is almost an impossible task Glenrothes!!
However you did incredibly well to organise a decent voting block.
This voting block can still be used to in the future, if we have one.
So when it comes down to the next chance to vote,
many are now much better prepared, and will, to use their voting rights.
Well done Glen and thank you for trying.
There is one message to take away.
If you trade through an online nominee broker, you are not a member of the company and have no member rights. You are simply a trader. The nominee is the member holding the shares.
If your name is not on the register of shareholders, you are not a shareholder.
Tough but proven true.
It is rather impossible for a group of dissident Shareholders with account in Nominee Brokers to introduce any Resolutions at any meeting - whether that is an AGM in May 2022 or a targeted GM at any date. All genuine attempts are bound to be rejected. This is because of the limited services that Execution Only Nominee Brokers offer.
s303 fails because the Nominee Broker will not facilitate a Requisition Letter to the Company in a GM or AGM.
s305 fails because the Nominee Broker will not circulate a notice into beneficiary Shareholders owning a specific share.
s306 fails because Shareholders will want to remain anonymous, and a Nominee Broker will not write to the Court on behalf of a Shareholder.
Re-election of Directors at the AGM inevitably wins, because the removal of Directors, without a plan for better replacement, is destructive to Shareholder value.
I have the humility to rest my case. Companies Act has no effective remedy for small Shareholders of Rockhopper.
Heartfelt thanks to all bona-fide Shareholders for your prompt responses and genuine emails in the attempt of 29 September.
Hearing and allowing for Ombrina Mare or Navitas, We must attempt a General Meeting via s303 with Letters bearing the Nominee Broker's valid signature. The next target GM Request Date is [28 October 2021] If the attempt is successful, then the Directors must call the GM before [ 18 Nov 2021 ]and hold the GM before [ 16 Dec 2021 ]
We have the 90 days when Harbour exits, to protect any cash from Ombrina Mare, to protect the licence interests, and arrest the leakage of cash for excessive wages.
Fyi, this is how you would expect a Chairman, CEO and CFO to normally respond to GM requests.
Please join us, email firstname.lastname@example.org
The CEO and Chairman have been obstructive to deny a GM without describing their exact reasons to small shareholders.
After speaking with Solicitor again ASAP, we will either (1) re-attempt a Current and Valid s303 or (2) Call the General Meeting ourselves via s305, or (3) Approach the High Court via s306.
harpmandoodle, you will find several competent staff to replace Directors but we are being constructive as a first step. The most important resolutions are to preserve any Ombrina Mare cash, and prevent any fire sale of NFB /SFB licence interests, without asking Shareholders first.
fyi, just a hunch, Richard Preston at Addleshaw Goddard might be Rockhopper's Solicitor.
Change resolutions to sack the BOD and appoint replacement directors.
We will now have recourse to ss305 Companies Act 2006.
305 Power of members to call meeting at company's expense
(1)If the directors—
(a)are required under section 303 to call a meeting, and
(b)do not do so in accordance with section 304,the members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting.
Please see the post titled "GM at C Ldn, independent" at https://wetheshareholders.tumblr.com/ for the Letter delivered 5 Oct at the Registered Offices.
1. Ask either the Chartered Governance Institute (formerly the Institute of Chartered Secretaries and Administrators until 2019), or the Law Society of England and Wales, to nominate an independent person to act as Chairman of the GM, so as to avoid any possible perception of a conflict of interest, however imagined that might be.
2. Appoint independent scrutineers to attend the requested GM to monitor the voting on all the Resolutions, as Polls will be demanded in respect of all of them, rather than waiting until the GM has started, and then having the Chairman announcing that Polls would only take place at a later time and place (see Article 52(A)), thereby wasting time, and incurring extra costs.
3. Name a date, time, and place for the GM, to start at not earlier than 2:00 p.m., at an economically priced venue in Central London, as this would offer the greatest flexibility to most shareholders in terms of their travel arrangements, given especially the importance of this particular GM.
Join us. Write to email@example.com
Dear all, Please see "Scope of request for Opinion #2" posted at https://wetheshareholders.tumblr.com/
Solicitor has been requested for quote to provide opinion on next steps if the Directors do not call the General Meeting within 21 Days of 29 September. We have recourse to s305 and s306 CA 2006.
Dear Signed-up Shareholders of the Requisition Letter,
As the Chairman, Directors and Secretary have not yet responded via RNS to the Requisition Letter, or to your email follow-up to them, we will write again to the Company, to request the Directors to:
(1) Ask either the Chartered Governance Institute or the Law Society of England and Wales, to nominate an independent person to act as Chairman of the GM, so as to avoid any possible perception of a conflict of interest, however imagined that might be.
(2) Appoint independent scrutineers to attend the requested GM to monitor the voting on all the Resolutions, as Polls will be demanded in respect of all of them
(3) Name a date, time, and place for the GM, to start at not earlier than 2:00 p.m., at an economically priced venue in Central London, as this would offer the greatest flexibility to most shareholders in terms of their travel arrangements, given especially the importance of this particular GM.
Those that e-Signatured the Requisition Letter, please write a Chaser Email today,
To: firstname.lastname@example.org , Jan.Davies@rockhopperexploration.co.uk , Keith.Lough@rockhopperexploration.co.uk
Dated 1 Oct 2021
Dear Chairman, Secretary, Directors,
May I remind you of the Requsition Letter with my typewritten e-signature, and also the Full List of Shareholders as of our Date of Request 29 September 2021, that was kindly delivered to you by Royal Mail Special Delivery, both of which together make a Valid and Complete request.
Are you able to confirm when you will call a General Meeting?
Out of courtesy, if you wanted to inform me that the documents you received are not a valid requisition for a variety of reasons, then would you like to describe these reasons more clearly please?
With best wishes,
Small shareholder? Act for prudent management of Your company. Join us! Write to email@example.com or via https://forms.gle/SZDk5hdMWqXke2Go9 with GDPR Consent
Pleased to report that the Shareholders List as at 29 Sept Date of Request is now with Rockhopper Exploration plc
We are valid and complete.
Give us that meeting