Member Info for Jumeirah

BP It would be wrong to state on this forum just what documentation is available but having seen sight of certain items I would have said that there are indeed interesting times ahead. The feed back I received from the meeting was positive and well behaved, the reason why I could not attend is that I do not live in the UK, hence the trading name Jumeirah which is in Dubai. From my perspective I have to disagree with the 'no powers' statement as I believe that there are 'Residual' grounds which may support their ability to undertake investigations.

BP I believe that the new Directors will now be able to start delving a little deeper into the reasons why the Old BOD went down this route of administration. For example why was the offer of 1.9 billion for the US arm of the operations not notified to the markets, how can you conceal that kind of information which could have had fundamental impact on share value. The plot thickens and I'm sure even more questions will be raised in the future - to what end I'm not sure at this juncture.

Actions Against Directors Wrongful Trading (Section 214 Insolvency Act 1986) You continue to trade when you knew or ought to have known that your company was insolvent and had little chance of recovery. If found guilty a director will be required by the court to contribute to the assets of the company as compensation to those creditors who have suffered due to the wrongful trading. The level of contribution is generally assessed on the extent to which the company’s financial position deteriorated since it was known or should have been known that it was insolvent with no reasonable prospects of avoiding insolvent liquidation. A successful prosecution may also lead to action under the Company Directors Disqualification Act 1986, seeking to prohibit you from acting as a company director for a period of between 1 and 15 years.

BP I agree that Deloitte have a responsibility to answer questions on 'Conflict of Interest' which will, I'm sure be one of many HSG questions going into the future. I am of the opinion that the BOD seriously underestimated the reaction of the shareholders. This situation is not going to go away anytime soon. It's a pity that information posted on the HSG members website cannot be posted here as it would give a more pragmatic understanding of how the company managed to get into this position and would give a little more credence to why the group are persuing the issue so vociferously. All I can say is if you are a shareholder and can attend tomorrow - do so it will be in your long term interest.

Criminal liability is imposed for obtaining property or pecuniary advantage by deception and for false accounting. Where such an offence is committed by a company with the consent or connivance of a director or other officer, that person will be liable as well as the company. Also, an offence will be committed by an officer of a company who, with intention of deceiving members or creditors of the company, publishes, or concurs in publishing any written statement or account which he knows is or may be misleading, false or deceptive in a material particular (including by way of omission) (Fraud Act 2006, sections 1 to 4 and 12; Theft Act 1968, sections 17 to 19; and Theft Act 1978).

Mr Piler No I don't, the question is what will happen next....

The Companies act section 656 I'm surprised no-one has commented previously as it goes back over twelve months, I don't have a copy to hand so I would suggest interested parties undertake a Google search. You would also have to look at the history of trading at the time in relation to the write downs. In my opinion it does have quite a bearing on my previous mail re the first date when the BOD forcast Insolvency, but that is my opinion I suggest you undertake your own research, I will gladly admit if I've made a mistake.

BP I agree, my question would be at what stage did they know that Insolvency was the only option as the timing of this has some bearing on if the shares should have been suspended much earlier. I would say that there are an awful lot of unanswered questions which at some point in the future require addressing.

Clearly there is a huge amount of frustration regarding the admin but it was made very clear what was going to happen should the HS Group be seen to obtain sufficient shareholder votes prior to the GM, Bob has done exactly what he said he would do. I would suggest that the HSG where aware of this and would have an alternative plan in place, what that will be, will I'm sure materialise in time, but as has been made clear already the BOD have broken the law so it will be quite interesting to see what happens next.

9. Can a director, partner, parent entity (domestic or foreign) or other party be held liable for an insolvent debtor's debts? The main ways in which a company's directors (including de facto and shadow directors) can be held liable to contribute to the company's assets are as follows: Misfeasance or breach of fiduciary duty. A liquidator, any creditor or any contributory can bring proceedings against any officer of the company or anyone involved in promoting, forming or managing the company, in connection with any alleged misfeasance or breach of fiduciary or other duty. Fraudulent trading. Any person who is or was knowingly a party to the carrying on of business by a company with intent to defraud creditors may be liable to contribute to the company's assets. Criminal penalties may also be imposed for fraudulent trading even if the company is not insolvent. Wrongful trading. A successful wrongful trading action imposes personal liability on directors if they allow a company to continue trading after they knew, or ought reasonably to have known, that there was no reasonable prospect of avoiding insolvent liquidation. However, it is a defence to a wrongful trading action if the directors can show that, from the relevant time, they took every step to minimise the potential loss to the company's creditors. This allows directors to continue with a restructuring if they conclude that there is a reasonable prospect of avoiding liquidation and improving the return to creditors.

Bob's famous quote to - “protect shareholder value to the fullest extent possible” ”They must (Directors), however, never lose sight of the fact that they can be guilty of a criminal offence if they: 'make any statement, promise or forecast they know to be materially misleading, false or deceptive'. 'recklessly make (dishonestly or otherwise) any statement, promise or forecast that is materially misleading, false or deceptive'. 'dishonestly conceal any material facts'.

Jut one observation Mr. Pocock 'directors will be guilty if they deliberately induced another person to deal in securities in a company on the basis of false information – or they were careless about what they said and its effect on investor behaviour'

"Incentivising whistleblowers, following in the footsteps of Uncle Sam, shows that the UK Government is willing to consider radical steps to tackle illegal practices by big business,". "Rule changes could mean that whistleblowers receive multimillion pound cheques for reporting bribery and fraud."

This guide is based on UK law as at 1st February 2010, unless otherwise stated. 'The need to act fairly between members. This is old law, but remains good under the Companies Act 2006. The private shareholder with a few hundred shares is entitled to the same treatment as the institution with many millions of shares. The disclosure obligations of listed companies make the same point on the dissemination of inside information'.

'As the Board had not determined the bonus for the executive directors for financial year 2012, any bonus agreed will be disclosed in the 2013 statutory accounts'.........we're still waiting Bob

BP The Bar sounds good.........and 'MOT'...........one day we'll be back up in the top flight

BP I am merely identifying the fact that shareholders can sue Directors for negligence. Based upon information which is already in the public domain we may find that the Directors do have a case to answer. It will be interesting to see if the HSG do decide to go down this route if the company is placed into administration. I personally believe that it is about time Directors of companies are made more accountable for their actions, particularly when high salaries and bonus's are being paid, I trust for their sakes they have D&O Insurance as they may need it.

http://www.thelawyer.com/uk-directors-should-beware-the-new-companies-act/126773.article Interestingly look down the left hand column of this article HSF are mentioned, also the article below it re Collyer Bristow is quite revealing too.

This is a little light reading for Mr. Wigley during his Journey (in his chauffeur driven car) on the way to the EGM on the 4th of December http://www.thelawyer.com/uk-directors-should-beware-the-new-companies-act/126773.article

Interestingly Mr Bob's name is listed as a Director in Dubai up to 31/12/2008............... I wonder if Looney knows him http://www.difc.ae/merrill-lynch-international