TIDMVOR
RNS Number : 9530N
Vordere PLC
27 September 2019
THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT
AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to
any aspect of the proposals referred to in this document, or as to
the action you should take, you should seek your own personal
financial advice immediately from an independent professional
adviser authorised under the Financial Services and Markets Act
2000 if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent professional
adviser.
If you have sold or otherwise transferred all of your ordinary
shares in Vordere PLC, you should forward this document and other
documents enclosed (except the personalised form of proxy) as soon
as possible to the stockbroker, bank or other agent through whom
the sale or transfer was effected for transmission to the purchaser
or transferee.
Vordere plc
(incorporated and registered in England with registered number
07892904)
NOTICE OF GENERAL MEETING
requisitioned pursuant to section 303 of the Companies Act
2006
YOUR BOARD RECOMMS YOU VOTE AGAINST ALL OF THE RESOLUTIONS
AT THE GENERAL MEETING
This document should be read as a whole and in its entirety.
Your attention is drawn to the letter from the Chairman of Vordere
plc which is set out on pages 4 and 5 of this document and which
contains the unanimous recommendation of the Directors that
shareholders VOTE AGAINST ALL OF THE RESOLUTIONS to be proposed at
the General Meeting. Notice of the General Meeting to be held at
9.00 am on 24 October 2019 at 3rd Floor, 11-12 St James's Square,
London, SW1Y 4LB is set out on Page 7 of this document. A Form of
Proxy for use at the General Meeting is enclosed with the Notice.
Voting at the General Meeting will be by poll and not on a show of
hands. This reflects best practice and will ensure that
shareholders who are not able to attend the General Meeting, but
who have appointed proxies, have their votes fully taken into
account.
YOUR VOTE IS IMPORTANT - whether or not you intend to attend the
General Meeting, you are strongly encouraged to complete, sign and
return the accompanying Form of Proxy in accordance with the
instructions printed thereon as soon as possible, but in any event
so as to be received by the Company's Registrar, Computershare
Investor Services PLC at The Pavilions, Bridgwater Road, Bristol
BS99 6ZY, United Kingdom, no later than 9.00 am on 22 October 2019
(or, in the case of an adjournment of the General Meeting, not
later than 48 hours (excluding non-working days) before the time
fixed for the holding of the adjourned meeting). The completion and
return of a Form of Proxy (or the electronic appointment of a
proxy) will not prevent you from attending and voting at the
General Meeting in person should you wish to do so.
If you hold ordinary shares in the Company in CREST and you wish
to appoint a proxy or proxies for the General Meeting or any
adjournment(s) thereof by using the CREST electronic proxy
appointment service, you may do so by using the CREST proxy voting
service in accordance with the procedures set out in the CREST
manual. CREST personal members or other CREST sponsored members,
and those CREST members who have appointed a voting service
provider, should refer to that CREST sponsor or voting service
provider, who will be able to take the appropriate action on their
behalf. Proxies submitted via CREST (under CREST ID 3RA50) must be
sent as soon as possible and, in any event, so as to be received by
the Company's Registrar, Computershare, by no later than 9.00 am on
22 October 2019 (or, in the case of an adjournment, not later than
48 hours (excluding non-working days) before the time fixed for the
holding of the adjourned meeting).
You are strongly encouraged to vote online at
www.investorcentre.co.uk/eproxy. Information about how to appoint a
proxy electronically is given in the Notes of this document. If you
have any questions on how to complete the Form of Proxy, please
contact Computershare Investor Services PLC on +44 (0)370 707 1732.
Please note Computershare Investor Services PLC cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
A copy of this document will also be available on the Company's
website at http://www.vordere.com/general-meeting
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Date
Announcement of results for the financial 30 July 2019
year to 31 March 2019
----------------------
Annual General Meeting 4 September 2019
----------------------
Notification of the Requisition of General 9 September 2019
Meeting*
----------------------
Date of this document 27 September 2019
----------------------
Latest time and date for receipt of completed 9.00 am on 22 October
Forms of Proxy 2019**
----------------------
Time, date and location of the General Meeting 9.00 am on 24 October
2019
At 3rd Floor, 11-12
St James's Square,
London, SW1Y 4LB **
----------------------
Results of General Meeting announced 25 October 2019**
----------------------
9.00 AM ON 22 OCTOBER 2019:**
THE LATEST TIME FOR US TO RECEIVE YOUR PROXY FORM
THE LATEST TIME FOR YOU TO VOTE ONLINE
* On 9 September 2019, the Company announced the receipt of an
initial requisition notice.
** Each of these times and dates may be subject to change. If
any of the details contained in the timetable above should change,
the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service. References
to times in this document are to London time unless stated
otherwise.
Why have I received The Board is required to call a General
this notice? Meeting of the Company following a requisition
made by a shareholder holding more than
5% of the Company's shares.
The General Meeting will be held at 9.00
am on Thursday 24 October 2019 at 3rd
Floor, 11-12 St James's Square, London,
SW1Y 4LB.
--------------------------------- ----------------------------------------------------------------
What is the meeting The General Meeting is required to consider
about? the resolutions to remove three of your
current Directors and replace them with
one nominee proposed by John O'Donnell
as a shareholder holding about 7.4% of
the shares.
--------------------------------- ----------------------------------------------------------------
What is the Board recommending? Your Board unanimously recommends that
shareholders VOTE AGAINST all of the Resolutions.
--------------------------------- --------------------------------------------------------------
Why should I vote against Your Board unanimously believes that:
all of the Requisitionist's * The Company has the right strategy to deliver value
Resolutions? for all shareholders and other stakeholders.
* The proposed nominee has no "turnaround" proposal.
* The board restructuring lacks credibility, is
irresponsible and is not in the best interests of ALL
shareholders and other stakeholders.
* The Company has the right Board and the right team to
deliver its strategy at pace.
* The proposed nominee is not independent and does not
have the expertise to govern your Company
* The proposal is attempting to circumvent corporate
governance rules in order to take control of the
Board.
--------------------------------- ----------------------------------------------------------------
How do I vote? You can vote either by completing the
Form of Proxy or by attending the General
Meeting in person. You are strongly encouraged
to vote as soon as possible, even if you
intend to attend the General Meeting.
YOUR VOTE COUNTS - VOTE AGAINST ALL OF THE RESOLUTIONS
LETTER TO SHAREHOLDERS FROM THE BOARD
Vordere plc
(incorporated and registered in England
with registered number 07892904)
Dear Shareholder,
On 9 September 2019, the Board received a requisition notice
from Mr John O'Donnell (the "Requisitionist"), a shareholder
holding around 7.4% of the Company's shares, requisitioning a
general meeting to consider resolutions to remove three of the
current Directors and replace them with one nominee.
The Board is now required to call a General Meeting of the
Company, and it is important that shareholders vote at that
meeting. The purpose of this letter is to explain why the Directors
strongly believe that the Requisitionist's Resolutions are not in
the best interests of the Company, its shareholders as a whole, or
its wider stakeholders and to recommend unanimously that
shareholders VOTE AGAINST ALL OF THE REQUISITIONIST'S
RESOLUTIONS.
Vordere plc:
ü has grown the assets of the business from GBP1.1m in October
2016 to c.GBP78m on 5 July 2019
ü estimated pro forma value per share is GBP0.17
ü is debt free, no off-balance-sheet borrowing
ü has the right strategy to take the business forward
ü has a pipeline of acquisitions
ü has the right Board to execute the strategy at pace
ü has the right team to execute the strategy at pace
ü has an independent Board
ü on 4 September 2019 the Board was reappointed by 76% of
voters
ü has the right experience for Vordere's future
ü will, alongside delivering our strategy, continue to grow
assets for ALL shareholders
YOUR VOTE COUNTS - VOTE AGAINST ALL OF THE RESOLUTIONS
John O'Donnell, the Requisitionist:
û John O'Donnell has not put forward any plans that are in the
best interests of ALL shareholders or the best interests of our
wider stakeholders
û John O'Donnell proposes to take control of the Board
û John O'Donnell proposes to appoint David Irving:
û who has no Public Limited Company governance experience
û is not current with the portfolio
û is not aligned to Vordere's business nor its future growth
and;
û has not demonstrated an understanding of Vordere's
portfolio
û The Board is concerned about the proposed appointment of David
Irving as a director because of his perceived association with the
investors and affiliates of the Dolphin Trust. In particular in
light of the adverse publicity and ongoing investigations into its
activities, it being necessary for Vordere to maintain an arm's
length relationship with the Dolphin Trust.
Yours faithfully,
Nicholas W. Hofgren
Chairman
27 September 2019
Vordere plc
Registered office: 3rd Floor, 11-12 St James's Square, London,
SW1Y 4LB
Registered in England and Wales: 07892904
The Directors unanimously consider that the Resolutions are not
in the best interests of the Company or its shareholders as a
whole.
The Directors unanimously recommend that shareholders VOTE AGAINST
ALL OF THE REQUISITIONIST'S RESOLUTIONS, as they intend to do
in respect of their own shareholdings.
Statement by the Requisitionist
The following statement was provided by the Requisitionist:
"The Requisitionist proposes to remove Nicholas Hofgren, Graeme
Johnson and Stuart Cheek, as directors of the Company, and to
appoint David Irving as a director. Further details of Mr Irving
are set out below:
Mr Irving is from a structured finance background and has acted
mostly in a principal capacity throughout his career.
Mr Irving was formerly a partner and co-CIO of Grainmarket where
he led the development of equity investment and debt strategies.
Prior to Grainmarket, David was a Portfolio Manager at Magnetar
Capital where he had responsibility for the origination and
management of European asset-backed investments including numerous
real estate debt and equity investments.
Prior to Magnetar, David was a Portfolio Manager at Voras
Capital. Formerly, Mr Irving spent twelve years as a structured
finance professional at Morgan Stanley and Lehman Brothers.
David graduated from Trinity College, Dublin with a degree in
Management Science and Information Systems (1(st) Class) and also
holds an MBA from INSEAD."
NOTICE OF REQUISITIONED MEETING
NOTICE IS HEREBY GIVEN that a Requisitioned Meeting (the
"Meeting") of Vordere PLC (the "Company") will be held at 9.00 am
(UK time) on 24 October 2019 at the offices of Vistra (UK) Limited,
3rd Floor 11-12 St. James's Square, London, SW1Y 4LB United
Kingdom, to consider and, if thought fit, pass the following
resolutions, which will be proposed as Ordinary resolutions as set
out below:
ORDINARY RESOLUTIONS
1. THAT Nicholas Walton Hofgren be and is hereby removed from
the office of director of the Company with immediate effect.
2. THAT Graeme Scott Johnson be and is hereby removed from the
office of director of the Company with immediate effect.
3. THAT Stuart Randall Cheek be and is hereby removed from the
office of director of the Company with immediate effect.
4. THAT David Thomas Shankly Irving be and is hereby appointed
as a director of the Company with immediate effect.
5. THAT any director appointed pursuant to Article 23.7 of the
Company's articles of association on or after 9 September 2019 be
removed from the office of director of the Company with immediate
effect.
By order of the Board
Vistra Company Secretaries Limited
Company Secretary
27 September 2019
Registered office:
3rd Floor 11-12 St. James's Square
London, SW1Y 4LB
United Kingdom
Registered in England and Wales: 07892904
NOTES TO THE NOTICE OF REQUISITIONED MEETING
Form of Proxy
a) Holders of ordinary shares, or their duly appointed
representatives, are entitled to attend and vote at the Meeting.
Shareholders are entitled to appoint a proxy to exercise all or any
of their rights to attend and speak and vote on their behalf at the
Meeting. A proxy need not be a shareholder of the Company. More
than one proxy can be appointed in relation to the Meeting provided
that each proxy is appointed to exercise the rights attached to a
different ordinary share or shares held by that shareholder. To
appoint more than one proxy, the Form of Proxy enclosed should be
photocopied and completed for each proxy holder. The proxy holder's
name should be written on the Form of Proxy together with the
number of shares in relation to which the proxy is authorised to
act. The box on the Form of Proxy must also be ticked to indicate
that the proxy instruction is one of multiple instructions being
given.
b) To be effective a duly completed Form of Proxy, together with
any power of attorney or other authority under which it is signed
(or a notarially certified copy of such authority), must be
deposited with the Company's registrar, Computershare Investor
Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY,
United Kingdom so as to arrive by 9.00 am UK time on 22 October
2019 (or not less than 48 business hours before the time fixed for
any adjournment of the Meeting).
c) The return of a completed Form of Proxy, other such
instrument or any CREST Proxy Instruction (as described in Note a)
will not prevent a shareholder attending the Meeting and voting in
person if he/she wishes to do so (although voting in person at the
Meeting will terminate the proxy appointment).
d) Any person to whom this Notice of Meeting is sent who is a
person nominated under Section 146 of the Act to enjoy information
rights (a Nominated Person) may, under an agreement between him/her
and the shareholder by whom he/she was nominated, have a right to
be appointed (or to have someone else appointed) as a proxy for the
Meeting. If a Nominated Person has no such proxy appointment right
or does not wish to exercise it, he/she may, under any such
agreement, have a right to give instructions to the shareholder as
to the exercise of voting rights.
e) In the case of a member which is a company, your Form of
Proxy must be executed under its common seal or signed on its
behalf by a duly authorised officer of the company or an attorney
for the company.
f) In the case of joint holders of shares, the vote of the first
named in the register of members who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes
of other joint holders.
Electronic proxy appointment
g) Shareholders may, should they so wish, register the
appointment of a proxy or proxies electronically by logging on to
the Computershare's website at www.investorcentre.co.uk/eproxy
where full details of the procedure are given. Shareholders are
advised to read the terms and conditions relating to the use of
this facility before appointing a proxy; these may be viewed on the
website. Electronic proxy appointments must be received by
Computershare no later than 9.00 am (UK time) on 22 October 2019
(or not less than 48 business hours before the time fixed for any
adjourned meeting). A Form of Proxy lodged electronically will be
invalid unless it is lodged at the address specified on
Computershare's website.
h) In order for a proxy appointment made by means of CREST to be
valid, the appropriate CREST message (a CREST Proxy Instruction)
must be properly authenticated in accordance with Euroclear UK
& Ireland Limited's specifications and must contain the
information required for such instructions, as described in the
CREST Manual. The message must be transmitted so as to be received
by Computershare (ID 3RA50) not later than 48 hours before the time
fixed for the Meeting. For this purpose, the time of receipt will
be taken to be the time (as determined by the timestamp applied to
the message by the CREST Applications Host) from which
Computershare is able to retrieve the message by enquiry to CREST.
After this time any change of instructions to proxies appointed
through CREST should be communicated to the appointee through other
means. Euroclear UK & Ireland Limited does not make available
special procedures in CREST for any particular messages and normal
system timings and limitations will apply in relation to the input
of a CREST Proxy Instruction. It is the responsibility of the CREST
member concerned to take such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system
by any particular time. The Company may treat as invalid a CREST
Proxy Instruction in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations 2001.
i) In accordance with Regulation 41 of the Uncertificated
Securities Regulations 2001, only those members entered on the
Company's register of members at 9.00 am on 22 October 2019 or, if
the Meeting is adjourned, shareholders entered on the Company's
register of members at close of business on the day two days before
the date of any adjournment shall be entitled to attend and vote at
the Meeting.
j) Any member attending the Meeting has the right to ask
questions. The Company has to answer any questions raised by
members at the Meeting which relate to the business being dealt
with at the Meeting unless:
-- to do so would interfere unduly with the preparation for the
Meeting or involve the disclosure of confidential information;
-- the answer has already been given on a website in the form of an answer to a question; or
-- it is undesirable in the interests of the Company or the good
order of the Meeting to answer the question.
Attendance and voting
k) Entitlement to attend and vote at the Meeting, and the number
of votes which may be cast at the Meeting, will be determined by
reference to the Company's register of members at close of business
UK time on 22 October 2019 or, if the Meeting is adjourned, 48
business hours before the time fixed for the adjourned meeting (as
the case may be). In each case, changes to the register of members
after such time will be disregarded.
l) Voting at the Meeting will be conducted by way of poll and
the results will be released to the London Stock Exchange and
published on the Company's website www.vordere.com. Poll cards will
be issued upon registration to those attending the Meeting.
m) We ask all attendees to facilitate the orderly conduct of the
Meeting and reserve the right, if orderly conduct is threatened by
a person's behaviour, to require that person to leave.
n) Shareholders should note that doors to the Meeting will open at 8.45 am
o) For security reasons, all hand luggage may be subject to
examination prior to entry to the Meeting. Mobile phones may not be
used in the Meeting and cameras, video recorders, laptop computers
and similar equipment may not be taken into the Meeting. Anyone
attempting to take photos, record or film the proceedings may be
asked to leave.
Total voting rights
p) As at 20 September 2019 being the Latest Practicable Date,
the Company's issued ordinary share capital is 467,255,592 ordinary
shares of GBP0.02. Each ordinary share carries the right to one
vote at a general meeting of the Company and, therefore, the total
number of voting rights in the Company as at 20 September 2019 is
467,255,592.
Communication
q) Except as provided above, members who have general queries
about the Meeting should contact Company's registrars,
Computershare Investor Services PLC at The Pavilions, Bridgwater
Road, Bristol BS99 6ZY, United Kingdom.
r) A copy of this notice, and other information required by
section 311A of the Act, can be found at www.vordere.com.
Boiler room fraud
Shareholders are strongly advised to be wary of any unsolicited
advice, offering to buy shares at a discount, or offers of free
reports about the Company. These are typically from overseas based
"brokers" who target US or UK shareholders, offering to sell them
what often turn out to be worthless or high risk stock. These
operations are commonly known as 'boiler room fraud' and the
'brokers' can be very persistent and persuasive. If shareholders
receive any unsolicited investment advice:
-- Make sure you get the correct name of the person and
organisation and make a record of any other information they give
you. e.g. telephone number, address, websites;
-- Check if the person or organisation is properly authorised by
the Financial Conduct Authority (FCA) at www.fca.org.uk/register
and the matter may be reported to the FCA by using the share fraud
reporting form at www.fca.org.uk/scams or by calling 0800 111 6768
(Freephone) or 0300 500 8082 for (from the UK) or +44 20 7066 1000
(from abroad);
-- If calls persist, hang up.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOGGCGDCXGDBGCR
(END) Dow Jones Newswires
September 27, 2019 05:14 ET (09:14 GMT)
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