There is more28 Aug 2015 20:01
Mr Yeoman and Mr Jackson's Requisition
Mr Marcus Yeoman, together with another shareholder Mr Mark Jackson, represents the first shareholder group mentioned above. This shareholder group has requisitioned an Extraordinary General Meeting and put forward three resolutions:
1. That Marcus Yeoman be appointed as a director of the Company.
2. That Derek Short be removed as a director of the Company.
3. That subject to the passing of resolution 1, Marcus Yeoman be appointed Chairman.
Together the Requisitioners, were, at the point of receipt of the Requisition, the registered holders of 6,385,000 Shares in the Company representing 12.82 per cent. of the current issued share capital of the Company. The Requisition was received from Dartington Portfolio Nominees Limited (on behalf of Springtime Consultants), Quetzal Securities Limited and Ventura Finance Limited (together the "Requisitioners") pursuant to section 113 of the Companies Act 1931.
Mr Marcus Yeoman first contacted the Board approximately 12 months ago to say that he would be able to bring certain expertise to the Board and that he would look to bring propositions for the Board to consider. At that time he wished to become a Board member but your Board asked him to come back with more concrete proposals before due consideration could be given to granting him a board position. We have not received any proposal from Mr Yeoman that we can consider, nor had we had any correspondence until we received the Requisition Letter of which he has the support of Mr Mark Jackson.
Mr Yeoman has still not presented any material proposition to the Company with the Requisitioners for our consideration and therefore we question what benefit there is to changing Board structure without a transaction. We are also aware that Mr Yeoman has been a director for some time of other quoted cash shell companies yet to undertake transactions and has a number of other business interests.
Even in circumstances where your Board did not currently have a concrete alternative proposal for the Company's future, the Board would have serious reservations about Mr Yeoman's resolutions:
· Our first issue is that Mr Yeoman's other quoted shell companies might receive (and might be entitled to receive) preferential treatment in being offered any deal which might come Mr Yeoman's way or which he might introduce.
· Our second issue is more technical but also important to shareholder value. If these resolutions were passed then your Board would consist only of one UK resident director and one Isle of Man resident director. We have received advice that such a situation would potentially give rise to United Kingdom Tax Authorities considering the Company to be under United Kingdom control thus jeopardising the offshore status of the Company. The only way to remedy this would be to appoint a third non-UK resident Director, who would of course need to be remunerated from the Company's lim
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