Member Info for parmxz

Ignore this statement 'Pretty similar to my response to the IG with small addition.' I just added here.

Hi,

Thanks for your response. Pretty similar to my response to the IG with small addition.

A corporate action is any activity that brings material change to an organization and impacts its stakeholders, including shareholders, both common and preferred, as well as bondholders. These events are generally approved by the company's board of directors; shareholders may be permitted to vote on some events as well. Some corporate actions require shareholders to submit a response.

As per the Shareholders' rights in private and public companies in the UK (England and Wales) - https://uk.practicallaw.thomsonreuters.com/5-613-3685?transitionType=Default&contextData=(sc.Default)

Content of the notice. All shareholders are generally entitled to receive notice of a general meeting. However, the company's articles may provide that the notice does not need to be sent to those shareholders who do not have an address in the UK and have not provided the company with a postal address in the UK to which notices may be sent. The notice must state the general nature of the business to be dealt with at the meeting. In practice, notices usually set out the actual resolutions to be approved at the meeting and may include an explanation of the resolution. Listed companies provide detailed explanations of the resolutions. In addition to sending the notice, listed companies must publish prescribed information (in relation to their share capital, voting rights) on their website in advance of the general meeting and the information must remain on their website for two years. Notices of listed company AGMs tend to follow a particular format and there are various notes to the notice that must be included, for example in relation to uncertificated securities, members' rights and persons nominated by a member to enjoy information rights.

To contact the HL directly with knowledge of EGM and to vote on the listing change plans, I would have been made aware of the EGM or had the knowledge of it. That can be done only via the notification through a formal channel, which is communication from my share broker.

The EGM was seeking shareholder support and votes for a resolution, and as such was a corporate action and I should have been notified. Your response is not acceptable and I would like to escalate this in line with your procedure.

Thanks,
XXX

Lets see what they respond.

Here is HL response to my earlier reply to them.

Dear Mr XXXX

The transfer from a premium listing to a standard listing is not regarded as a Corporate Action and consequently, this was not forwarded to shareholders. For the event to be categorised as a Corporate Action at the time of the EGM there would have needed to be firm plans to dispose of the business including monetary values or timeframes.

That said, if you had contacted us directly with knowledge of the EGM and wanted to vote on the listing change plans, we would have placed the vote on your behalf. Unfortunately, we do not have the scope to notify of all meetings to our large clientele.

I hope this has been of assistance to you. If you have any further queries, please view our Help and Support centre or contact us on 0117 900 9000.

Kind regards,

Charlie Balmer
Corporate Actions
Hargreaves Lansdown
One College Square South | Anchor Road | Bristol | BS1 5HL
Tel: 0117 900 9000

Please note the information contained in this e-mail should in no way be construed as personal advice. If you are unsure about the suitability of a product or investment for your circumstances or do not know how best to proceed you should seek professional financial advice.

Taverham, 962962 - Here is my reply to the IG.

Hi,

Thanks for your response.

A corporate action is any activity that brings material change to an organization and impacts its stakeholders, including shareholders, both common and preferred, as well as bondholders. These events are generally approved by the company's board of directors; shareholders may be permitted to vote on some events as well. Some corporate actions require shareholders to submit a response.

As per the Shareholders' rights in private and public companies in the UK (England and Wales) - https://uk.practicallaw.thomsonreuters.com/5-613-3685?transitionType=Default&contextData=(sc.Default)

Content of the notice. All shareholders are generally entitled to receive notice of a general meeting. However, the company's articles may provide that the notice does not need to be sent to those shareholders who do not have an address in the UK and have not provided the company with a postal address in the UK to which notices may be sent. The notice must state the general nature of the business to be dealt with at the meeting. In practice, notices usually set out the actual resolutions to be approved at the meeting and may include an explanation of the resolution. Listed companies provide detailed explanations of the resolutions. In addition to sending the notice, listed companies must publish prescribed information (in relation to their share capital, voting rights) on their website in advance of the general meeting and the information must remain on their website for two years. Notices of listed company AGMs tend to follow a particular format and there are various notes to the notice that must be included, for example in relation to uncertificated securities, members' rights and persons nominated by a member to enjoy information rights.

The EGM was seeking shareholder support and votes for a resolution, and as such was a corporate action and I should have been notified. Your response is not acceptable and I would like to escalate this in line with your procedure.

Thanks,
XXXXX

Lets see what they will respond.

Thanks Taverham.

Here is IG respone to my earlier question -

Dear Mr. XXXX,

Thank you for your email.

Please note that we do not send notifications to clients of EGMs or AGMS. The below links can be used if clients wish to participate in these, and this is accessible for all clients.

https://www.ig.com/uk/help-and-support/investments/share-dealing-and-isas/do-you-offer-proxy-voting

https://www.ig.com/uk/help-and-support/investments/share-dealing-and-isas/do-you-offer-agm-attendance

It is our understanding that there is no regulatory requirement to notify shareholders of such events.

I hope the above information helps to clarify your queries.

If you have any further queries, please do not hesitate to contact us. Alternatively, we've recently launched our new Help & Support site which gives you answers from our huge knowledge-base, online community, and education hub.

Regards,

Casey Brain

Trading Services

IG

T 0800 409 6789 / +44 (0)20 7896 0079
F 0207 390 3816
E helpdesk.uk@ig.com
C community.ig.com

Can someone give me the contact details of Hosking Partners to give my support? I saw message about it earlier, but couldn't find it now.

0x42, forwarded my correspondence with the brokers to flybeplc@protonmail.com

I hold the shares through HL and IG. Here is my question and HL response-
Hi, I am a SIPP account holder with HL. I have bought Flybe Group ( FLYB) shares a few months back. From the recent regulatory news, I came to know that the Flybe has been transferred from being Premium listing company to Standard listing company. There was General Meeting held on 14-Dec-2018 for deciding the transfer approval. At the General Meeting of the Company held on 14-Dec-2018 the requisite shareholder approval was given by way of a poll authorising the Transfer - ( https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/FLYB/13904796.html ).
Unfortunately, I don't remember having been notified of this General Meeting and I couldn't participate to cast my vote. I didn't see any chance either to cast my vote directly or via proxy or any option in the HL platform.
Can you please provide me relevant information if I had been notified of this EGM? Isn't regularotory requirement to notify the shareholder of any event such as this?

Their answer -

Dear Mr XXXX
Thank you for contacting us about the options available to you for the Flybe Group EGM that took place in December 2018.
What happened?

On 27 November the company published the EGM circular. At the time the board of Flybe commented:

“Your Board believes that having regard to the current market capitalisation of the company, its shareholder base and its business plans in the medium term, a transfer of the company’s listing to the Standard segment of the Official List, with continued trading on the Main Market of the London Stock Exchange, represents the best balance between, on the one hand, the positive benefits of the potential for greater liquidity and access to capital offered by a Main Market listing and, on the other, the greater flexibility and reduced direct and indirect costs of compliance associated with the Standard segment of the Official List.”

The resolution was approved with 99.75% of the Shares voted being in favour of the proposal.

Why didn’t we contact you about this?

The circular in November referred to the transfer making it easier for the company to sell assets in the future but there was no information as to the terms of any such sale or anything else that would have provided indication of the offer that was announced on 11 January. As such we didn’t contact you about this.
We contact shareholders if there is a notifiable Corporate Action. We won’t contact you if it’s regarding an AGM or EGM unless the meeting is being held to approve a Corporate Action. However, if you want to vote we’ll be happy to do this on your behalf, if you let us know.

What happens next?
We are still waiting for the formal Offer Document for the 1p per Share takeover. It’s still expected that this offer will require Shareholder Approval so we’ll be in touch to provide you with your voting options once the dates are known.

They mentioned that the transfer is in the best interests of the shareholders. But in reality, it is for the best interests of the board, employees and securing pension money. They lured the shareholders into agreeing for the vote and used that voting results for purpose other than the interests of the shareholders.

In the same pdf - page 8 - they mentioned this also.

4 CORPORATE GOVERNANCE FOLLOWING THE PROPOSED TRANSFER
As a result of the Proposed Transfer, the Board does not intend any reduction in the standards of
reporting and corporate governance which the company currently maintains and intends
voluntarily to continue to apply the UK Corporate Governance Code, as applicable to smaller
companies, to offer pre-emption rights in accordance with the Listing Rules, and to comply with
the requirements of Chapter 11 (which relates to related party transactions) and Chapter 12 (which
relates to dealings in own securities) of the Listing Rules. The provisions of the Takeover Code will
also continue to apply to the Company.

0x42, would it be possible to highlight the following ones from the EGM Circular – 14 December 2018 (https://www.flybe.com/application/files/8815/4332/9061/171840_Flybe_Circular_For_Net.pdf)

Page 9 -

9 RECOMMENDATION
The Board considers that the Proposed Transfer is in the best interests of Shareholders as a whole
and, accordingly, unanimously recommends that all Shareholders vote in favour of the Resolution
at the General Meeting, as the Directors intend to do in respect of their own beneficial
shareholdings which amount to 871,664 Ordinary Shar
es representing approximately 0.4 per cent.
of the Company’s issued ordinary share capital as at 26 November 2018 (the latest practicable date
prior to the publication of this document)

Considering that recommendation which implied that the proposed transfer from premium to standard is in the best interests of the shareholders. In reality, it is completely opposite.

And the following one - page 7

Your Board has carefully considered the commercial requirements of the Company in the medium
term and believes that the additional regulatory requirements imposed by maintaining its listing
on the Premium segment are no longer in the best interests of the Company. Continued
compliance with all of the requirements of a Prem
ium Listing will substantially limit the Company’s
flexibility in its implementation of its plans, imposing what the Board regards as disproportionate
and inappropriate financial and process burdens on the Company and introducing conditions and
delays into otherwise straightforward and relatively modest transactions that counterparties may
regard as unattractive to them.
Companies on the Standard segment of the Official List are not required to classify transactions or
to seek shareholder approval for them. By moving to a listing on the Standard segment, the
Company would therefore have both greater flexibility in undertaking its proposed programme of
disposals and would not be being required to incur the substantial costs and go through a
burdensome administration process associated with re
peated publication of circulars to approve
individual transactions.

Many people, including myself, believed that the proposed trasnfer from premium to standard listing is for reducing the burden of regulatroy requirements in order to fullfil the commercial requirements.

Their wording in the circular is meticulously crafted in leading the shareholders words the treacherous path.

I doubt if the IIs will take any concrete action. Most of these instutations invest in other funds/shares. It would be business as usual for them with loss in one thing and gain in the other. It would be PIs who will be devastated. If we had personal investor (likes of Mike Ashley) with big chuck, we will see quick action like removing the board memebers or judicial review. We don't have any. We are left with what we have now. I see no light in the end. Only 1P.

Ok, I see it was recorded before Nov 15th as per that twitter post.

0x42, I am not sure when the CNN one was recorded. But it appeared on 2018/11/15/ first. After sale announcement, I had been searching about the CEO in Google selecting the results within 24 hours. I found it on Nov 15th. And as you can see from the URL, it has 2018/11/15/ in it.

Would it be possible to file a case in the court and getting a stay order about the Flybe sale to attract the media attention and forcing the FCA/SFO to take it seriously?

It is well orcastarted deceptive plan to lead the investors to pathetic state where we are today.

-It was initially RNS about sale
-CNN news,
-Then RNS about multiple parties in the talks (indicating bidding war)
-RNS about company primium listing to standard listing. In one of the RNS they clearly mentioned about following the same good practices as premium listing even though they wanted standard listing. From those RNSs everyone thought about company going alone by selling the assets in the case of lower bids. And 99.72 supported. Had they known about the real intent of company sale bypassing the share holders approval, they would have not voted.
- And finally they have the power to sell it without the shareholder's approval and they did.

BoD is extremely deceptive at every level.

I suspect that the earlier failed bid of Stobard could be part of the plan to keep the shareholders positive and getting the shareholders confidence & approval in converting the premium listing into standard listing. And the subsequent RNSs about results and Flybe imporving due to earlier measures. Had the shareholders known the real situation, they would have not given into when they asked for premium to standard listing.

Ox42, is this material for the case? https://edition.cnn.com/videos/travel/2018/11/15/business-traveller-travel-talk-1.cnn

COW's interview on Nov 15th after the company announced the sale intention. In the interview at the end, she clearly talked about profitable and returning value to share holders. It indidates about the value nowhere close to 1P. In fact the opposite is true. Doesn't it constitute to misinforming when the reality is completly different? Keeping quite is okay than misinforming the market. After the introduction of CFTC/EMI/ESMA regulations, even the smallest case of misuse can constitute towards the market abuse. Someone with good knowledge of European regulatory rules can help.

I feel very sorry for folks who lost big. I lost £120K. My initial investment was about 16K. It was when the price dropped after the profit warning. And then some amount when the price dropped to 10P. I fell prey for COWs interview on CNN on Nov 15th and invested big amount which I thought would use for buying house. Who doesn't fall when the company's CEO herself talks about profit and returning value to the share holders, especially after sale announcement. And then those RNS where they mentioned about Virgin being one of the offerers indicating bidding competition. It is very deceptive at every stage. My funds in SIPP, ISA and trading account all gone down. When I invested, I was for loss with share price going to 8P. When I read that Sky news leak on Thursday, I felt very sad but I was okay because I accepted the risk. But when I saw the 1P offer in the morning, I was truly devastated. It will take 3 years to recover.

When they went for IPO, they collected more than 300 million from share holders. If they burn 20 million every year, they will still have more than 100 millions in the form of assets. They are paying 2.2 millions to the share holders and using the rest for their benfits which is very unfair.

With the whole chain of events and the misleading RNSs and the mis-management couple of years, its very toxic at every level. I wish we have an investor like Mile Ashley to remove board members. Is it possible for small investors to bring a motion toremove them? Then rest of the investors can take decision through voting. How can a company with revenue of more than 700 million come into this situation? If the revenue drops, it is understandable. There had been plenty of time to recover the losses. But BOD never managed well. And how do they deserve pay scale of million/half-million per annum? I think investors should have acted early to remove some of the BoD members, probably in the middle of 2017.

PP, just with her 2 year pay, she can buy the company. 400K Salary+400KBonus+Pension. Considering relocation amount, its more than a million an year.

Probably to save pension and the bonus along with the their future jobs, they must have agreed for this deal at the cost of investors money. Bonus announcement is normally around the end of Jan or Feb. If the deal is done, may be good bonus.