scotchoverice
15 Apr 2015
Vote no..to disapplication of preemptive rights or risk outrageous dilution...vote no for 10/1 as unnecessary at this stage
scotchoverice
15 Apr 2015
Pre-emption rights are a cornerstone of UK company law and provide shareholders with protection against inappropriate dilution of their investments. They are enshrined in law by the 2nd Company Law Directive and the Companies Act 1985, which provides that they may be disapplied only by a special resolution of shareholders at a general meeting of the company. Whilst not undermining the importance of pre-emption rights, a degree of flexibility is appropriate in circumstances where new equity issuance on a non-pre-emptive basis would be in the interests of companies and their owners. The principles set out in this paper aim to provide clarity on the circumstances in which flexibility might be appropriate and the factors to be taken into account when considering the case for disapplying pre-emption rights and making use of an agreed authority for a non-pre-emptive share issue. Companies, institutional investors and voting advisory services all have an important role to play in ensuring the effective and flexible application of this guidance: Companies have a responsibility to signal an intention to seek a non-pre-emptive issue at the earliest opportunity and to establish a dialogue with the company’s shareholders. They should keep shareholders informed of issues related to an application to disapply their pre-emption rights. Shareholders have a responsibility to engage with companies to help them understand the specific factors that might inform their view on a non-pre-emptive issue by the company. They should review the case made by companies on its merits and decide on each case individually using the usual investment criteria. Where a shareholder does intend to vote against a resolution to disapply preemption rights, the Institutional Shareholders’ Committee Statement of Principles on the responsibilities of shareholders makes clear that it is best practice to explain in advance the reasons for the decision. While companies should in any case consult their main shareholders, advisory services should be prepared to receive representations from companies. In such circumstances the advisory services should explain any recommendations made in light of the reasons provided. This should involve setting out the pros and cons of the proposal so that the ultimate decision maker can take an informed view.
Wheelzter
15 Apr 2015
Scotch no one can see your messages/// need to go to LSE to converse with them
scotchoverice
15 Apr 2015
BTW DIDNT mw SAY SOMETHING OF THE EFFECT AT LAST agm - he wouldn't sell below 10p?
scotchoverice
15 Apr 2015
boy and girls - this is what BMRWatch is there for. It would be wise to create a central repository of all documents that can be chronologically ordered and reviewed. We will need a legal fighting fund. We need to coordinate ourselves.
scotchoverice
15 Apr 2015
gentlemen - who is talking to lawyers? This is/was the point of BMRWatch to enable us to pool efforts and resources and coordinate. LJC - are you in? Laffer - WTF is going on? Is anyone in control or are we all in headless chicken mode?
scotchoverice
15 Apr 2015
ljc - didn't you get horny for MA too? Do you have a Chairman complex?
scotchoverice
15 Apr 2015
MA and his crew only get off scot free if we don't oursue him. Well LJC - are you going to join the action?
scotchoverice
15 Apr 2015
LJC - you are a fine one to talk. You attack me, post personal information and then complain when you get a taste of your own medicine..grow a pair matey!
scotchoverice
15 Apr 2015
Frey - I am with you...I do not trust him one inch...not because of anything pewrsonal, but because he sees the opportunitiy to maximise returns for himself...what would each of us do in his shoes? Get the sp to the lowest possible point and then ride it up having awarded options etc at new low point - we will be royally done over....existing PIs have only one chance for full recovery - civil action against the guilty - again..please contact BMRWatch if you want to participate
JamPlease
15 Apr 2015
Yes mushty at least a bank will ensure thorough due dilligence even a BFS. Or a JV with a reputable Co. Anything to reduce the chance of the merry-go-round starting all over again without guarantees.
scotchoverice
15 Apr 2015
oh dear harlequin..how do you assess acting in shareholders best interests? certainly only a director or officer of the company can do this? is he one of those? or was he just played to authenticate MA?
scotchoverice
15 Apr 2015
what you have missed is £5.6m going from BMR to Swan for what exactly..need to get forensic accountants on the books of both businesses
scotchoverice
15 Apr 2015
I don't know who LJC is but I reckon he'll be having a jar or two with Masoud and patting each other on the back
scotchoverice
15 Apr 2015
Because, AB is going to rob us of the assets..he will do it gently, package it nicely, be ever so sincere - but the impact will be the same -imho
