Shareholder group press release19 Sep 2024 10:22
1. What is the basis of putting the plc into administration
2. Where is the analysis disclosed to shareholders recommending administration
3. The plc is the 100% owner of all subsidiary companies and the plc has put tens of millions of pounds into each subco to incubate and grow them. There is a large intercompany debt due to the plc from the subcos. If the plc is declared insolvent, by definition, every subco is also insolvent as they are unable to repay the debts owed to the plc. Therefore, every subco needs to be put into administration first
4. Putting subcos into administration will result in recovery from the sale of assets – part of it will go to the lender and part to the plc and shareholders. Therefore, why has the Board decided to adopt a top-down approach that is completely wrong and not in the interests of the shareholders
5. The Board are being dishonest – they will use accounting methods to move the intercompany debts into an intermediary company and then claim that the plc is defunct- this is completely unethical, disingenuous and not in the interests of the shareholders
6. The shareholders who have called for the EGM are genuine and have been attending AGMs in the past in person. This can be confirmed by the previous board, the NOMAD and the share registrar. Mr Downs and Mr Fort are blocking an EGM and wrapping the shareholders in red tape. They are actively pursuing a policy of no formal engagement and are avoiding an EGM at ALL costs. What are they so afraid of? Are they afraid that their actions and misbehaviours will be called into question?
7. Should the plc be put into administration, this will trigger an event of default in the FSS contract. How does the board think any value will be attributed to the Company if the FSS contract is terminated?
8. Mr Downs himself has, on several occasions, admitted that the business is a very good one and it makes economic and commercial sense to operate the Company as a group – yet he is embarking upon a journey of value destruction
9. Does Mr Downs not understand that when the parent company is put into administration, the perception in the wider market is that the subcos will also be put into administration. How is this strategy to anyone’s benefit?
10. Mr Downs had press briefings on 13th September stating that there was no value in the plc and that he was going to put it into administration. This is a material event and even though the Company’s shares are suspended, the Board is still bound by AIM regulations. Mr Downs has failed on two counts and is breach of AIM regulations:
a. He should have issued an RNS on 19th August informing shareholders of Navantia’s notice of intent to terminate the procurement package of the FSS contract. This is a material event and a clear breach of AIM regulations
b. He should have issued an RNS on Monday 16th September informing the shareholders and cleansing the market of the intent to put the plc into administration BEFORE g