The latest Investing Matters Podcast episode featuring Jeremy Skillington, CEO of Poolbeg Pharma has just been released. Listen here.
How to circumvent the consequence of holding your shareholding within a Nominee Account and the vote at the Court Meeting at 1000hours on 4th of May.
The issue is that shares held in a nominee account are restricted as to how they can be voted by shareholders at the Court meeting.
Shares held in the nominee account can be split between votes FOR the Scheme and votes AGAINST the Scheme.
For example. Imaginary stockbrokers Limited
They have 10 clients each with 100k shares in HURR
These clients shares in HURR are held by Imaginary in their Soon-be-rich nominees account.
The clients are beneficial holders of the shares, but legally they belong to Soon-be-rich nominees. As such on HURR’s company register Soon-be-rich only will appear as the owner of 1,000,000 HURR shares.
Imaginary offers a service that allows their clients to vote at company AGM’s etc.
In the case of HURR and the Scheme say 9 clients are against the Scheme and 1 is for it. Consequently, Soon-be-rich informs HURR’s registrars that they will cast 900,000 votes against the Scheme and 100,000 votes for the Scheme.
For the HURR scheme to go ahead 75% of the votes cast must favour acceptance of the Scheme.
That is one reason why it is important to contact your broker and cast your vote.
The next aspect of the voting to be considered by the Court is the number of members of the company that have voted FOR / AGAINST the scheme. In this vote each shareholder, who is a member of HURR, gets one vote only even if they own 100 million shares!
This is a problem because whilst Imaginary’s clients have cast their votes in the first vote, they cannot vote in this critical second vote because they are not members of HURR – Soon-be-rich is, and has only one vote despite the underlying beneficial 10 shareholders. The likelihood is that Imaginary would NOT vote their Soon-be-rich vote either FOR / AGAINST the scheme.
How to circumvent the problem – and this applies to shares that are NOT held in an ISA or SIPP account.
Contact your broker and ask for them to dematerialise your shares. That is to say to convert your shares into paper shares – Certificated shares.
This will have the effect of the Shares being transferred from the name of Soon-be-rich into your name, as the legal rather than beneficial owner of the HURR shares.
Consequently, HURR’s registrar will be notified of this change and the HURR share register will be updated to reflect this.
Importantly you will have become a member of the company and as such entitled to the ONE critical that the Court will consider in sanctioning, or refusing to sanction the Scheme.
I have undertaken this process this morning with Interactive and my name should be on the HURR Register by Thursday. I will attend the Court meeting and vote against the scheme. I had to pay a fee of £43 to achieve this – but great value if this scheme can be stopped – and it can reading today’s RNS
Contact
cr.2023.00142
Unusual RNS tactic - Do I sense panic?
Or, is it just uncertainty, by the BoD, that they will again be defeated?
We live in interesting times!
CSVP
From the LINCOLNITE - edited.
"How a Lincolnshire oil refinery boosted couple’s secret $10bn oil empire
Winston and Arani Soosaipillai are among the wealthiest couples in the UK, having grown their company Prax from a flat in Surrey to a global juggernaut in the crude oil market. They have seen their business take off in recent years, aided greatly by the hugely profitable purchase of Lindsey oil refinery in North Lincolnshire - though details on their company progression are somewhat sp****.
A report by The Times on Sunday looked into the limited public information on the history of the Soosaipillai’s, and how the acquisition of a Lincolnshire oil refinery grew their oil empire to almost immeasurable scales.
Initially specialising in blending diesel and then growing into gas oil, kerosene and petrol for jet engines, the company managed service stations for Shell and Total after acquiring an oil storage site in East London in 2005.
After Total looked to sell its stake in the Lindsey Oil Refinery in North Killingholme, Prax saw this as an opportunity to expand business at a pinnacle moment in the markets – with the coronavirus pandemic tanking margins.
Lindsey Oil Refinery processes up to 113,000 barrels of oil every single day, and spreads across 500 acres to supply oil for services across the world.
A deal was reached in 2021 for the Soosaipillais to buy the site, which is one of just six facilities in the UK that turns crude oil into petrol and diesel.
It has been reported that Prax paid some $167 million for the refinery in March 2021, and after a rebound of oil price following the relaxing of COVID-19 pandemic restrictions, the company logged a $500 million gain in a matter of months.
Earlier this year, The Guardian reported that the company’s profits have soared almost tenfold between 2010 and 2020, with a further astronomical boost from the acquiring of Lindsey.
The UK’s competition watchdog launched an investigation into profit margins within the largest oil refiners in the country, of which Prax Lindsey was mentioned.
In August 2022, the company revealed that its Lindsey refinery was one of 20 government-selected projects to develop carbon-capture technology, with the aid of taxpayer funds.
The firm now operates 183 service stations, owning half of them, and supplies crude oil and fuel across the planet, buying its first two tanker ships this year.
It is alleged that with large profits have come at a borrowing cost, however. The Times says Prax’s borrowing facility has expanded to £739 million as a buffer against high oil and gas prices in an uncertain market.
Information on how this flat-based business grew into the colossus it is today is somewhat sp****, prompting questions over whether a closer scrutiny is required for sales of large and important national infrastructure assets."
If PRAX are opportunist’s, and want HURR, then they should be prepared to pay a lot more.
Nothing is guaranteed in this deal except the first payout will be money that already belongs to HURR shareholders.
No plan survives first contact with the accountants - for the successful corporate accountant PROFIT is whatever the Company wants it to be!
Seems correct!
The following firms allow clients to vote their shares according to the Association of Investment Companies
AJ Bell Youinvest
Barclays Smart Investor
Best Invest
Charles Stanley Direct
Fidelity Personal Investing
Hargreaves Lansdown
HSBC
Interactive Investor
Contributors will have also used other brokers and it would be helpful to our cause if these could be added to this list.
Make sure you cast votes for both the Extraordinary and the Court meetings.
The Extraordinary Meeting
2 Resolutions
1 APPROVE MATTERS RELATING TO THE RECOMMENDED ACQUISITION OF
HURRICANE ENERGY PLC BY PRAX EXPLORATION & PRODUCTION PLC
2 APPROVE TRANSACTION DIVIDEND; AUTHORISE DIRECTORS TO PAY THE
SUPPLEMENTARY DIVIDEND
The Court meeting
1 Resolution
1 APPROVE SCHEME OF ARRANGEMENT
I can't understand why you are having difficulties
This may help you - but do it now!
Barclays Smart Investor
https://www.barclays.co.uk/smart-investor/
Can I vote my shares?
Yes, you can vote either by proxy or in person at the AGM/EGM.
What do I have to do?
You can log into your account online and confirm by secure message if you would like to vote by proxy or attend the AGM/EGM in person. Alternatively, you can contact Barclays by phone, complete their security process and then let them know that you would like to vote by proxy or attend the AGM/EGM in person.
What information do I need to provide?
You need to confirm how you are voting for each of the resolutions being voted on at the AGM/EGM
What if I have different accounts with the same platform? (ISA, SIPP, etc.)
The platform will record your wishes in respect of your full holding provided this is what you confirm. For example, if you have a holding of 1,000 shares split across an ISA and a SIPP and would like to vote in favour of all resolutions, this will be reflected in Barclays' nominee response.
How much notice do I need to give the platform?
5 working days prior to the meeting for a proxy vote and 7 working days in advance of the meeting if you would like to attend.
Further information provided by the platform
Typically on a customer account when there is a corporate action, there is a flag available beside each asset line to alert the customer of a corporate action pending – from there they can follow the link to read more and log their response
Suggest you chase them up.
Extractum digitum - as a legionaire friend used to shout!
I understand that brokers, who have a voting service for shareholdings held in a Nominee account collate all the shares voted in an ordinary company meeting FOR, AGAINST, and ABSTAIN and present these consolidated numbers, from the Nominee account, to the company’s Registrar.
However, in the case of the Court Mandated Meeting, a shareholder only has ONE Proxy Vote no matter how many shares are owned.
Therefore, it may be the case that the Nominee account is entitled to only ONE Proxy Vote as opposed to the many Proxy Votes that individual shareholders would be entitled to.
I agree this is an important issue. For example: If Snodgrass & Co brokers have 20 clients holding shares then their clients should have 20 proxy votes but if the law only allows Snodgrass’s Nominee account one vote there is a problem.
Interesting to know how the various brokers deal with this – it could be critical! But more importantly it is critical that shareholders vote in any event!
Sense, DC - Thanks for your comments.
Anyone else wish to take the lead / co-ordinate, I can't at present.
You can now go direct to a Barrister - it is not necessary now to employ an intermediary solicitor as was the case in the past.
Funding - perhaps an aspiring barrister would like to take the case "bono." Success would look good on their CV.
I am not legally qualified.
However, this tactic of dealing with the unfairness to numerous small investors of this "sell-out" by the executive directors of the company seems to have merit.
Therefore, thank you, John for the work you have done hitherto. Do not give up!
The Judge will take into consideration the lack of legal experience in expressing the arguments against why the scheme should not succeed. What the Judge will be seeking is a structured understanding of what has, and is happening with Hurricane, and the reasons why the minority shareholders believe they are being "bullied" into agreeing to an arrangement, which they believe is not in their best interests.
From a practical standpoint it would NOT be a good strategy to develop the case on a public bulletin board so I would suggest that all correspondence on the matter be conducted by private e-mail. This may be difficult, as I for one would not wish my e-mail address to be published.
However, I believe Senceman has in the bast allowed one of his e-mail addresses to be published and this address could be used by him to co-ordinate the passing of e-mails between those participating in building the case.
Sorry to drop you in it but what say you senceman?
ps Just noticed your last comment S
Got a BITE! Yippeee!
Understood.
School's are back next week and you'll be busy engaging in junior playground politics so no time to reflect on what happens on the 18th.
They do say however, that you can change your cast vote at any point prior to the brokers voting deadline.
Have fun and don't fall down and graze your knees when playing with the other children! Playgrounds can be rough!
My top and tail to the 20 questions
Top
I have been a long-term holder of Hurricane shares and stayed with my investment in the belief that the UK needs a strategic reserve of oil and Hurricane was part of the answer. I remained an investor during the period when the two current executive directors connived with others to “give” the company and its valuable assets away to bondholders. Fortunately, this was prevented by the Court’s decision consequent to the action of Crystal Amber.
I now find that once again the two executive directors wish to give away Hurricane’s valuable assets for a “knock-down valuation”. These individuals are employees, and unlike myself, they have never invested in the company! Their interests are not the same as the owners of the company – the shareholders.
You will have received the following questions from a number of Hurricane’s small shareholders. I cannot attend the meeting to question personally the parties involved. However, I believe that these questions are germane to the discussion as to why this terrible deal with PRAX should go ahead.
Therefore, along with other shareholders I would appreciate a full and correct responses to each of the questions.
Tail
Whilst the answers to these questions, and others, may allow greater transparency of what is happening behind closed doors, it is unlikely to change my stance in voting against the “give-away” proposal. The proposal is unfair to the smaller shareholder many of whom invested in Hurricane plc in the belief that the investment held prospects for increase in value. But more importantly the development from the onset was in the strategic interests of the United Kingdom and it was right to provide the capital and cash to achieve this.
D. F - Hurricance plc shareholder
I will get another HURR investor to e-mail similarly - so add two more to your tally of e-mails
For Barclay’s stockbrokers – rebranded as Smart-Investor
https://www.barclays.co.uk/smart-investor/
Call them on
If you have any questions, you can give us a call on 0800 279 3667
Grateful if the result on any enquiry is published on this BB for the benefit of Barclay;s clients who are unaware of how to vote their Hurricane shares
Ronwoking 10:52
Lloyds Stockbrokers Try this
The Lloyds Bank Direct Investments Service is operated by Halifax Share Dealing Limited. Registered Office: Trinity Road, Halifax, West Yorkshire, HX1 2RG. Registered in England and Wales no. 3195646. Halifax Share Dealing Limited is authorised and regulated by the Financial Conduct Authority under registration number 183332. A Member of the London Stock Exchange and an HM Revenue & Customs Approved ISA Manager.
From Halifax web-site
https://www.halifax.co.uk/investing/help-and-guidance/existing-customer/what-is-a-corporate-action.html
What is a corporate action?
On occasion, some companies that you have invested in will propose an event that could affect your investment. The event is also known as corporate action.
In some cases you’ll be able to choose to participate and in other times it’ll be mandatory.
How do I respond to a corporate action?
To respond to the corporate action, you’ll need to sign in to your account and select ‘Corporate actions’ and then ‘Notifications’.
If you have any questions regarding corporate actions please read our FAQs as we’ve included the answers to the questions you ask us most.
How to give your instructions
• How do I give Halifax my corporate action instructions? expandable section
If you want to give your corporate action instructions there are two options available to you:
1. Provide your instruction online or via the mobile banking app by signing in to your account and selecting ‘corporate actions’ in the right hand navigation then ‘notifications’ and choosing the relevant account.
2. Send your instruction by post to:
Halifax Share Dealing Limited
Lovell Park Road
Leeds
LS1 1NS
Let this BB know of any success. VOTING is important!
If the NSTA’s declination in September 2022 of providing a “letter of comfort” regarding P8 is part of the reasoning behind this horrendous Prax deal. Then what is their current view?
A change of perspective by the NSTA would be persuasive toinvestors that the situation has changed regarding such a “letter?” Particularly when considering the implications of the United Kingdom National Security and Investment Act 2021 ("NSIA") and the current strategic need to develop UK natural energy sources?
From todays CA RNS – Shareholders Returns Update & Hurricane Energy
Return “…determined by the outcome of the current recommended acquisition of Hurricane Energy plc.”
“In addition to Court and Hurricane shareholder approval, the Scheme is also subject to satisfaction (or, where applicable, waiver) of the other conditions set out in the Scheme Document, including approval from the North Sea Transition Authority ("NSTA") and approval under the United Kingdom National Security and Investment Act 2021 ("NSIA"), and the approval of the Court. The Scheme is expected to become effective in Q2 2023.”
“Cash consideration due under the Scheme and payment of special dividends due pursuant to the Scheme are scheduled within 14 days of the Scheme becoming effective. The cash consideration due to the Fund upon the Scheme becoming effective is £34.7 million, equivalent to 41.6p per Crystal Amber share ("the Initial Consideration"). In addition, the Fund could receive deferred consideration units with a value up to £37.3 million, equivalent to an additional 44.8p per Crystal Amber share. The total potential consideration due relating to the sale of the Fund's shareholding in Hurricane would be £72 million, equivalent to 86.5p per Crystal Amber share.”
The total potential consideration due relating to the sale of the Fund's shareholding in Hurricane would be £72 million, equivalent to 86.5p per Crystal Amber share.”
Food for thought!
CSVP