15 Feb 2019 10:10
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
15 February 2019
Stobart Group Limited
("Stobart Group" or the "Company")
High Court Judgment
The Board of Stobart Group, the Aviation, Energy and Civil Engineering company, is pleased to have today received the judgment of His Honour Judge Russen QC concerning the Company's High Court dispute with its former director, Andrew Tinkler.
The key findings of the judgment are that:
· Mr Tinkler acted in breach of his fiduciary and contractual duties to the Company in respect of:
· speaking to the Company's significant shareholders and criticising the Board's management and the Group's business and agitating for the removal of its chairman Iain Ferguson;
· improperly sharing confidential information with Philip Day;
· sending his Letter to Shareholders (1) and the Communication to Employees (2); and
· orchestrating the Executive Leadership Team letter (3) and the "petition";
· The dismissal of Mr Tinkler as an employee of the Company on 14 June 2018 was a lawful and valid act;
· The removal of Mr Tinkler as a director of the Company on 14 June 2018 was a lawful and valid act;
· Mr Tinkler's counterclaim for reinstatement as an employee and a director of the Company was rejected;
· The Company did not establish its claim of an unlawful conspiracy;
· The Four Directors, being Iain Ferguson, Warwick Brady, John Coombs and Andrew Wood, did not breach their duties to the Company, except in respect of a transfer of 5,320,425 shares (equating to 1.5% of the Company's then issued share capital) to the Employee Benefit Trust ahead of the Company's AGM. However, the Court concluded that this transfer of shares was valid as a matter of law, and even if the votes for these shares had been discounted, Mr Ferguson would still have been re-elected;
· The resolution to re-elect Mr Ferguson at the AGM on 6 July 2018 was valid;
· The removal of Mr Tinkler as a director of the Company on 7 July 2018 (following his election at the AGM of 6 July 2018) was valid and effective.
A full copy of the judgment will be made available on the Company's website as soon as practicable.
A further hearing will take place in due course for the Court to consider what relief the Company is entitled to receive from Mr Tinkler arising from the breaches of his fiduciary and contractual duties to the Company.
The matter of Mr Tinkler's valid dismissal from the Company is now determined. As reported in its RNS on 3 December, Stobart Group is delivering strong commercial progress in its core operating businesses; Stobart Aviation and Stobart Energy. The Board will continue to focus on delivering its growth strategy and increasing value for shareholders.
The person responsible for arranging the release of this announcement on behalf of Stobart Group is Louise Brace, Company Secretary.
Notes:
(1) The Letter to Shareholders was a letter dated 8 June 2018 from Mr Tinkler headed "To the Shareholders, Stobart Group Limited - Letter from Andrew Tinkler, Executive Director and Shareholder of Stobart Group Limited" and which he expressly stated was written "in my capacity as an Executive Director, significant shareholder and founder of the Company".
(2) Mr Tinkler forwarded the Letter to Shareholders to all employees of the Company with a Company email address.
(3) A letter stated to be from a substantial majority of the Company's Executive Leadership Team to the Board of Stobart Group.
Enquiries:
Stobart Group Limited C/o Newgate Communications
Charlie Geller, Head of Group Communications
Newgate Communications +44 203 757 6880
Robin Tozer stobart@newgatecomms.com
Charlie Ansdell