RE: WHEN ARE WE EXPECTING SHELL MONEY?14 Nov 2023 15:53
Reabold Resources PLC (AIM:RBD) has questioned the validity of a shareholder requisition which seeks to demote co-chief executive Sachin Oza and make other management changes at the company.
“Having taken legal advice, the board has ascertained that the documentation as received contains several material deficiencies and is therefore not a valid requisition notice under section 303 of the [Companies] Act,” Reabold said in a statement.
Providing more detail, the company noted that shareholders "do not have the authority to appoint or remove individual directors to or from particular management roles".
"This is a general management power reserved for use by the board. Accordingly, this resolution is not a valid binding resolution," it said.
The requisition, which came last week, also proposed the appointment of Kamran Sattar, Andrea Cattaneo and Francesca Yardley as new directors of the company. And proposed the removal of five current directors of the company.
It additionally proposed Oza as director, not CEO, to which the company said "there has been no prior discussion or consultation with Mr Oza on whether or not he would be willing to be appointed as a director of the company on the terms set out in the applicable resolution".
Further, it proposes that chief financial officer Chris Connolly is appointed as a director and to this Reabold said "there has been no prior discussion or consultation with Mr Connolly on whether or not he would be willing to be appointed as a director of the company".
“A valid requisition notice of this nature must, under the articles, enclose a notice of willingness to act from each proposed director. No such notices were enclosed. In the absence of any such notices, any resolution proposing to appoint a new director is not a valid binding resolution,” Reabold said.
It added: “As at the date of this announcement, the company has only received an electronic copy of the requisition notice. The articles require the requisitioning shareholders to deliver a hard copy of the requisition notice to the company's registered office for it to be valid."
Reabold told investors it has contacted Pershing, acting as nominee to the activist shareholders, to instruct the shareholders that "if and when" the company receives a valid notice, the board will respond to it in accordance with the Companies Act and will share its views on the proposals with shareholders.
The activist shareholders acting via Pershing are, according to an 8 November statement, said to represent some 7.84% of Reabold shares. Pershing is said to be acting on behalf of a total of 13 beneficial shareholders.
Reabold, in last week’s statement, noted a previous unsuccessful attempt to gain control of the company by activist investors in October 2022.
It said it understands that Kamran Sattar was a supporter of and “driving force” behind that attempt, which was followed in April by an unsolicited offer from Sattar, v
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