CRUCIAL - HOW TO WIN COURT MEETING 50% VOTE - PLEASE READ THOROUGHLY24 Apr 2023 13:30
dflynch Mon 11.14 (see also 11.29)
"How to circumvent the consequence of holding your shareholding within a Nominee Account and the vote at the Court Meeting 10am 4 May.
The issue is that shares held in a nominee account are restricted as to how they can be voted by shareholders at the Court meeting.
Shares held in the nominee account can be split between votes FOR the Scheme and votes AGAINST the Scheme.
For example. Imaginary stockbrokers Limited
They have 10 clients each with 100k shares in HURR
These clients shares in HURR are held by Imaginary in their Soon-be-rich nominees account.
The clients are beneficial holders of the shares, but legally they belong to Soon-be-rich nominees. As such on HURR’s company register Soon-be-rich only will appear as the owner of 1,000,000 HURR shares.
Imaginary offers a service that allows their clients to vote at company AGM’s etc.
In the case of HURR and the Scheme say 9 clients are against the Scheme and 1 is for it. Consequently, Soon-be-rich informs HURR’s registrars that they will cast 900,000 votes against the Scheme and 100,000 votes for the Scheme.
For the HURR scheme to go ahead 75% of the votes cast must favour acceptance of the Scheme.
That is one reason why it is important to contact your broker and cast your vote.
The next aspect of the voting to be considered by the Court is the number of members of the company that have voted FOR / AGAINST the scheme. In this vote each shareholder, who is a member of HURR, gets one vote only even if they own 100 million shares!
This is a problem because whilst Imaginary’s clients have cast their votes in the first vote, they cannot vote in this critical second vote because they are not members of HURR – Soon-be-rich is, and has only one vote despite the underlying beneficial 10 shareholders. The likelihood is that Imaginary would NOT vote their Soon-be-rich vote either FOR / AGAINST the scheme.
How to circumvent the problem – and this applies to shares that are NOT held in an ISA or SIPP account.
Contact your broker and ask for them to dematerialise your shares. That is to say to convert your shares into paper shares – Certificated shares.
This will have the effect of the Shares being transferred from the name of Soon-be-rich into your name, as the legal rather than beneficial owner of the HURR shares.
Consequently, HURR’s registrar will be notified of this change and the HURR share register will be updated to reflect this.
Importantly you will have become a member of the company and as such entitled to the ONE critical that the Court will consider in sanctioning, or refusing to sanction the Scheme.
I have undertaken this process this morning with Interactive and my name should be on the HURR Register by Thursday. I will attend the Court meeting and vote against the scheme. I had to pay a fee of £43 to achieve this – but great value if this scheme can be stopped – and it can reading today’s RNS
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