24 Apr 2012 07:00
24 April 2012
Insetco PLC
("Insetco" or the "Company")
Notice of General Meeting
Notice of general meeting
The Company announced on 5 March 2012 that a dispute had arisen between the directors of the Company. To date, the Board of the Company has consisted of two directors, Mr. Clive Cooke, the Chief Executive Officer of the Company and Mr. Sanjeev Joshi, the Head of Structuring and General Counsel of the Company.
The inability of the directors to resolve the dispute between them is significant to the future direction and prospects for Insetco. As a result, to effect a resolution to the dispute, the Company has received two separate notices, each from certain of the Company's Shareholders, requiring the Board to convene a general meeting of the Shareholders to consider the removal of Mr Cooke and separately Mr Joshi from office as directors of the Company.
A notice convening a general meeting of the Company, to consider the separate resolutions required by the Shareholders that have submitted requisition notices, has today been posted to Shareholders and is also available on the Company's website www.insetco.com.
The general meeting will be held at 9:30 a.m. on 24 May 2012 at the offices of Pritchard Englefield, 14 New Street, London EC2M 4HE.
Resignation of Nominated Adviser
The Company has also been notified that Charles Stanley Securities will resign as the Company's Nominated Adviser on 24 May 2012 being the proposed date of the Meeting. The directors have identified and agreed terms for a replacement firm to be appointed as Nominated Adviser with effect from 24 May 2012, subject to the Company continuing to remain suitable to be admitted to trading on AIM. In the event that the replacement Nominated Adviser is unable to satisfy itself as to the Company's suitability, or otherwise does not assume the role of Nominated Adviser, the Company's shares would be suspended from trading on AIM with immediate effect.
Enquiries:
Insetco plc
Clive Cooke
Sanjeev Joshi 020 7887 7840
Charles Stanley Securities
Nominated Adviser
Russell Cook 020 7149 6000
Background
The Company announced on 5 March 2012 that a dispute had arisen between the directors of the Company. To date, the Board of the Company has consisted of two directors, Mr. Clive Cooke, the Chief Executive Officer of the Company and Mr. Sanjeev Joshi, the Head of Structuring and General Counsel of the Company.
The inability of the directors to resolve the dispute between them is significant to the future direction and prospects for Insetco. As a result, to effect a resolution to the dispute, the Company has received two separate notices, each from certain Shareholders requiring the Board to convene a general meeting of the Shareholders to consider the removal of Mr Cooke and separately Mr Joshi from office as directors of the Company.
Current Trading
The Company announced on 22 February 2012 that it has received a non-recurring performance fee of $1.03m (GBP650,000) in relation to the structuring of certain life policies that were funded by a client in July 2010. The fee was paid following the maturity of the client's policies. The announcement also stated that receipt of the fee had a significant impact on the Company's working capital position and would allow greater resources to be focused on the on-going development of the Company's issuance programme.
Resolution 1
The First Requisition Notice requires a general meeting to be convened at which a resolution to remove Mr. Clive Cooke from office as a director is to be proposed as an ordinary resolution ("Resolution 1").
The First Requisition Notice has been signed by three parties, Grayson Portfolio Limited, Grayson Marketing Limited and Genevieve Management Limited. These are the companies to whom shares were issued in February 2011 on the acquisition by the Company of the Saolpoll business assets. The relevant shares are held in the names of Forest Nominees Limited (Des: GC1) and HSBC Global Custody Nominee (UK) Limited (Des: 968747 and Des: 888624) together such shares represent 28.5 per cent. of the current issued share capital of the Company.
If Resolution 1 is passed Mr Joshi has identified two additional executive directors to be appointed to the Board which he believes bring the appropriate corporate finance and sales and marketing skills necessary for the Company's future development.
Resolution 2
The Second Requisition Notice requires a general meeting to be convened at which a resolution to remove Mr. Sanjeev Joshi from office as a director is to be proposed as an ordinary resolution ("Resolution 2").
The Second Requisition Notice has been signed by ISI Nominees Limited in respect of 9,155,000 ordinary shares owned by Mr Juerg Walker and Investa Securities Limited representing approximately 5.6 per cent. of the current issued share capital of the Company.
If Resolution 2 is approved, Mr Cooke intends to strengthen the Company's Board through the appointment of two new directors, one of which is expected to join in an executive capacity and who in Mr Cooke's opinion brings with her significant experience of the Life Settlements market. It is anticipated that the other director will be appointed as a non-executive, but brings with him relevant corporate finance experience will take responsibility for strengthening the Company's compliance and administrative systems and controls.
General Meeting
The purpose of convening the Meeting is to satisfy the obligations of the Board and the Company pursuant to section 303 of the Act arising in connection with the First Requisition Notice and the Second Requisition Notice, and to enable Shareholders to vote on the Resolutions, thereby resolving any disagreement between the directors, enabling the Board to be reconstituted and to allow the Company to pursue its strategic objectives.
The Meeting is to be held at Pritchard Englefield, 14 New Street, London EC2M 4HE at 9.30 a.m. on 24 May 2012 at which the Resolutions will be proposed as ordinary resolutions.
DEFINITIONS
"Act" means The Companies Act 2006.
"Board" means the board of directors of the Company.
"First Requisition Notice"means the notice, dated 17 April 2012, pursuant to section 303 of the Act requisitioning a general meeting of the Company for the purpose of considering and if thought fit passing as an ordinary resolution the removal of Mr. Clive Cooke as a director of the Company.
"Meeting" means the general meeting of the Company convened by the Notice of General Meeting, to be held at Pritchard Englefield, 14 New Street, London EC2M 4HE on 24 May 2012 at 9.30 a.m.
"Resolutions" means the ordinary resolutions set out in the Notice of General Meeting.
"Second Requisition Notice"means the notice, dated 2 April 2012, pursuant to section 303 of the Act requisitioning a general meeting of the Company for the purpose of considering and if thought fit passing as an ordinary resolution the removal of Mr. Sanjeev Joshi as a director of the Company.
"Shareholder" means a holder of shares in the issued capital of the Company.