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Surfit, its 'either or' not both
EITHER you have 5% (or more) of the issued share capital OR you have 100 shareholders who EACH have a minimum £100 worth of invested capital
I doubt you will collectively get or coral 100 shareholders therefore your best chance is the 5% route
as far as I am aware there are currently 458,316,856 shares in circulation, therefore 22,915,843 shares are required to meet the minimum 5% requirement.
I make it you currently have 21,497,556 pledged (or 4.69%) so you are still 1,418,287 short of the required number.
that's doable but 'someone' needs to crack on as the AGM is due around end of May start of June which is but a few short weeks away.
Surfit. Could the problem getting further support be that although most share holders would like to get Moody's snout out of the trough and take a significate pay cut, they feel that now is the wrong time to remove him with all of the turmoil that would create? Just a thought.
Hi Glenrothes 1969
Thanks for all your effort in finding out and supplying this information.
If someone is to write to the larger shareholders about a resolution, I suppose the first step is for us to agree what we are proposing. I can't see a post on this board that indicates any agreement about this.
I've never done anything like this before. In my experience of trying to get people on board with any issue, I've found that being overly agressive puts people off. As a bare minimum, I think Rockhopper should be made to publish the results of the AGM. We then need to agree on any further proposals such as stopping share options, restricting salaries, removing board members etc.
I'm not sure how we can collate those views from this board.
Thank you for finding and sharing Glen
" ....following conditions are met—
(a)it is made by at least 100 persons;......"
That could prove difficult, if our current list No.is reflective of persons /members on the RKH LSE bb who support reducing directors salaries and removing Moody.
Companies Act 2006
153 Exercise of rights where shares held on behalf of others: members' requests
(1)This section applies for the purposes of—
(a)section 314 (power to require circulation of statement),
(b)section 338 (public companies: power to require circulation of resolution for AGM),
[F1(ba)section 338A (traded companies: members' power to include matters in business dealt with at AGM),]
(c)section 342 (power to require independent report on poll), and
(d)section 527 (power to require website publication of audit concerns).
(2)A company is required to act under any of those sections if it receives a request in relation to which the following conditions are met—
(a)it is made by at least 100 persons;
(b)it is authenticated by all the persons making it;
(c)in the case of any of those persons who is not a member of the company, it is accompanied by a statement—
(i)of the full name and address of a person (“the member”) who is a member of the company and holds shares on behalf of that person,
(ii)that the member is holding those shares on behalf of that person in the course of a business,
(iii)of the number of shares in the company that the member holds on behalf of that person,
(iv)of the total amount paid up on those shares,
(v)that those shares are not held on behalf of anyone else or, if they are, that the other person or persons are not among the other persons making the request,
(vi)that some or all of those shares confer voting rights that are relevant for the purposes of making a request under the section in question, and
(vii)that the person has the right to instruct the member how to exercise those rights;
(d)in the case of any of those persons who is a member of the company, it is accompanied by a statement—
(i)that he holds shares otherwise than on behalf of another person, or
(ii)that he holds shares on behalf of one or more other persons but those persons are not among the other persons making the request;
(e)it is accompanied by such evidence as the company may reasonably require of the matters mentioned in paragraph (c) and (d);
(f)the total amount of the sums paid up on—
(i)shares held as mentioned in paragraph (c), and
(ii)shares held as mentioned in paragraph (d),divided by the number of persons making the request, is not less than £100;
(g)the request complies with any other requirements of the section in question as to contents, timing and otherwise.
Companies Act 2006
338 Public companies: members' power to require circulation of resolutions for AGMs
(1)The members of a public company may require the company to give, to members of the company entitled to receive notice of the next annual general meeting, notice of a resolution which may properly be moved and is intended to be moved at that meeting.
(2)A resolution may properly be moved at an annual general meeting unless—
(a)it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company's constitution or otherwise),
(b)it is defamatory of any person, or
(c)it is frivolous or vexatious.
(3)A company is required to give notice of a resolution once it has received requests that it do so from—
(a)members representing at least 5% of the total voting rights of all the members who have a right to vote on the resolution at the annual general meeting to which the requests relate (excluding any voting rights attached to any shares in the company held as treasury shares), or
(b)at least 100 members who have a right to vote on the resolution at the annual general meeting to which the requests relate and hold shares in the company on which there has been paid up an average sum, per member, of at least £100.See also section 153 (exercise of rights where shares held on behalf of others).
(a)may be in hard copy form or in electronic form,
(b)must identify the resolution of which notice is to be given,
(c)must be authenticated by the person or persons making it, and
(d)must be received by the company not later than—
(i)6 weeks before the annual general meeting to which the requests relate, or
(ii)if later, the time at which notice is given of that meeting.
(To be completed by an indirect investor who holds shares through a nominee. It must be
accompanied by written confirmation on the nominee’s headed notepaper.)
You are an “indirect investor” if you hold their shares through nominees such as stockbrokers HL, IBKR, II etc.
Type the below text on a white paper, Signature, and Print this
Annex a self-attested photocopy of a valid ID such as a UK Driver's License
Requisition for shareholder resolution: Indirect investors
ROCKHOPPER EXPLORATION PLC
Company number 05250250
REQUISITION FOR SHAREHOLDER RESOLUTION
Name of indirect investor
In accordance with section 153 of The Companies Act 2006, I/we hereby request Rockhopper Exploration p.l.c. to give to members of the company entitled to receive notice of the 2021 Annual General Meeting of Rockhopper Exploration p.l.c., notice of the attached resolution and the text of the supporting statement (which I/We have signed for the purposes of identification) which resolution is a resolution that may properly be moved and is intended to be moved at that meeting.
Statement made pursuant to section 153(2) of The Companies Act 2006
I/we confirm that:
1. The full name and address of the person who is a member of the company (that is the
person whose name appears on Rockhopper Exploration p.l.c.’s Register of Members) - “the
member” - and who holds the shares on my behalf is: The member holds the shares on
my/our behalf in the course of business;
Account number (URN)
2. The member holds the shares on my/our behalf in the course of business;
3. The number of shares held on my/our behalf is: Shares
4. The total amount paid up on those shares is: £ GBP
5. These shares are not held on behalf of anyone other than myself;
6. Some or all of these shares confer voting rights that are relevant for the purposes of making requests under sections 314 and 338 of the Companies Act 2006;
7. I have the right to instruct the member how to exercise the voting rights referred to in paragraph 6 above.
Signature of indirect investor
Having re-read some of your posts, (e.g. Bootledodger's), it looks as though some account providers/managers aren't particularly cooperative, at least until the AGM date is announced.
Surely there are other events than AGMs, when one might have to prove one's share holding? With that in mind, I have sent the following to my dealer/provider and I'll let you know the answer as soon as I get it.
As most of our shares are held by HL in your nominee account, to prove our share holdings we require a letter of representation.
If we are going to attend an AGM, we would request a letter(s) of representation once the AGM has been announced.
However, there are other occasions than attending an AGM, when we might require to produce a letter of representation as formal proof of our holding(s).
Can you please tell us how long it will take to produce such a letter for a particular holding, if required?
Thank you in advance,
Well done and thanks.
They don't demand that you MUST attend, but only that you intend attending, which is true for all of us. On the day, you might be ill, be on holiday, or miss the train, etc.
Also, while such letters of representation are normally used for AGM attendees, they might also be needed for things such as we are trying to achieve, which is a pretty rare occurrence.
It could be that the person who replied is only aware of the AGM attendance & voting reason for providing such letters and has never previously been asked to produce one for anything else.
Anyway, I'm going to say that I intend attending the AGM, want to be prepared (because last time the letters arrived after the event) and thanks for sending it!
No problem Arfur...I'm from Bootle but now live out in the suburbs.
Thanks guys for guiding us through this - looks like we've all started to play for the same team!
IIs usually take a couple of days to reply; that's why I got cracking with the request. I'm going to get the same answer, therefore, but will immediately act when I can.
I hope you don't mind my asking: are you a dodger from Bootle or someone who dodges Bootle? I used to work with lots of people from Liverpool - Liverpool and Everton fans. Very interesting! Don't answer if I'm being too nosey.
Correct. The 'as of' date is determined once the AGM date is announced. Jan Davies is obliged to reply back to your enquiries once she knows. Doesn't take long to obtain a Letter of Representation.
Arfur: My holding is held in a Halifax account - they have told me they will not issue a "letter of representation" until the relevant corporate action has been issued ie. the AGM date. Anyone else had that issue?
Well, I've sent the following request this morning to Interactive Investors:
As a Rockhopper Exploration shareholder, I would like to support a Resolution at the next Rockhopper AGM. I understand that I require a Letter of Representation in order to carry this out, which I can obtain from you. I hold shares in my ISA account and Trading account and wish to include both sets of shares for my purpose.
I should be grateful if you could send me the document at you earliest convenience.
I thought that was what we were supposed to be doing according to Glenrothes! A work colleague also owns RKH shares (20000) and will be included on the list - Stephanie F.
So we reckon we've identified enough shareholders/shares to do something (although I'd continue to add as many more as possible, just to be sure), we have some names of those we'd like to see on the BoD and those we'd like replaced, so what do we do now?
Who's the best person to tell us? Surfit? Glenrothes?
Isn't part of the reason for attempting this is for Sam to start feeling uncomfortable?
Whether the other eligible gents were nominated, is a question for Lough, Summers and Baker who sat on the Nomination Committee last year.
Ian Barclay is most eligible for an Investor seat on the board. He was not in favour of the farm out to Premier Oil fyi. Dave Bodecott is also eligible as a previous co-founder for a seat on the Board. Dave was never in favour of the ventures in Italy or Egypt, neither the farm out to Premier, nor the high spend on expenses, wages and cash bonuses. Ian Thomson OBE is best placed to lead all the NFB resources - and Dave was politically nudged out by Sam.
Sam may not be comfortable with some of these names above.
Glenrothes, do Ian Thomson OBE, Garett Soden, Ian Barclay, Mike Daly, Dave Bodecott and Mitch Ingram know that they've been nominated and are they available and interested?
Only one. Maybe two. To preserve what's left or what may come in for distribution to shareholders. I vote for Ian Barclay to the RKH board.
" Replace Lough, Summers and Baker. Appoint from the following individuals to the RKH Nomination Committee and the RKH Remuneration Committee: Ian Thomson OBE, Garett Soden, Ian Barclay, Mike Daly, Dave Bodecott, Mitch Ingram"
In the interest of economy, how many do you believe are actually needed , to do what?
"the requisite skill sets to support progression of the Company's asset base",
1. Until Sanction is realized, a £100k Cash base + a maximum £50k Deferred stock performance bonus each, for a CEO and a CFO, is sufficient for a fair quality of life in Salisbury. This is very generous.
2. Replace Lough, Summers and Baker. Appoint from the following individuals to the RKH Nomination Committee and the RKH Remuneration Committee: Ian Thomson OBE, Garett Soden, Ian Barclay, Mike Daly, Dave Bodecott, Mitch Ingram
3. Publish the full vote count for 2020 and 2021
4. Non-executive directors must commit that 50 per cent of their fees, after tax and national insurance, will be used to purchase shares in the Company.
5. Subject the historically issued LTIP to relative performance criteria versus SPDR S&P Oil & Gas Exploration & Production ETF (XOP) instead of the previous Benchmarks.
Also, for the AGM, read article 51 (Voting at a General Meeting) from the Memorandum
A Poll can be demanded by at least 5 members having the right to vote on the Resolution.
4. Someone pickup a full membership (£45 per annum) with Sharesoc. After that make contact with a Sharesoc Director who can advise. Anyone can pickup Free Associate Sharesoc membership.
General reading - https://www.sharesoc.org/category/campaigns/
1. Obtain a "Letter of Representation". Write to your Broker immediately.
2. Write to the Company Secretary ( still Jan Davies is it? Jan (dot) Davies (at) rockhopperexploration (dot) co (dot) uk ) confirming your intention to support a Resolution to be tabled by 5% for vote at the next AGM, and attach your letter of representation as evidence.
3. Someone knowledgeable here must raise their hand to write a Resolution & have small shareholders agree the wording, before the new resolutions cutoff date for the 2021 AGM
It's quite simple really.