Notice of General Meeting
December 01 2010 - 5:08AM
UK Regulatory
TIDMIMTK
RNS Number : 1536X
Imaginatik PLC
01 December 2010
1 December 2010
Imaginatik plc
("Imaginatik" or the "Company")
Posting of Circular & Notice of Results
The Company is today despatching to shareholders a circular in respect of a
general meeting of the Company requisitioned by Mark Turrell on 12 November
2010. A copy of the notice is available on the Company's website.
The general meeting will be held at 11.30am on Wednesday 22 December 2010 and is
being convened to consider resolutions to remove Matt Cooper and Shawn Taylor as
Directors and to appoint Mark Turrell as a Director.
Shareholders holding more than 50% of the Company's issued share capital
have expressed their rejection of the resolutions and accordingly the Board
urges remaining shareholders to vote against all resolutions.
The notice is reproduced in its entirety below.
The Company will be announcing its interim results for the 6 months ended 30
September 2010 on Thursday 16 December 2010.
For further information please contact:
+-------------------------------------+--------------------+
| Imaginatik plc | Tel: 020 7917 2975 |
+-------------------------------------+--------------------+
| Matthew Cooper, Chairman / Shawn | |
| Taylor, CFO | |
+-------------------------------------+--------------------+
| | |
+-------------------------------------+--------------------+
| Arbuthnot Securities Limited | Tel: 020 7012 2000 |
+-------------------------------------+--------------------+
| Tom Griffiths | |
+-------------------------------------+--------------------+
| | |
+-------------------------------------+--------------------+
| Threadneedle Communications | Tel: 020 7653 9850 |
+-------------------------------------+--------------------+
| Caroline Evans-Jones / Hilary | |
| Millar | |
+-------------------------------------+--------------------+
Notice of requisitioned General Meeting
Introduction
My letter to you arises because on 12 November 2010, the Company received the
Requisition Notice from Mr Mark Turrell, being a Shareholder of the Company
holding not less than 10 per cent. of the paid-up share capital of the Company,
pursuant to section 303 of the Act. If the Requisition Notice were valid, then
under company law, the Company would be obliged to put the resolutions contained
in the Requisition Notice before a General Meeting of the Shareholders of the
Company. Whilst the Company has reservations as to the validity of the
Requisition Notice, it nevertheless is treating it as valid and is convening the
General Meeting to put before Shareholders the Resolutions proposed within the
Requisition Notice to ensure that Shareholders have the opportunity to vote on,
and resolve, the matter finally.
Formal notice of the General Meeting is set out in the attached Notice of
General Meeting at pages 11 to 13 of this document.
This letter sets out the Resolutions which are the subject of the Requisition
Notice, the unanimous views of the Board on the matters raised by Mr Turrell and
the reasons why the Directors unanimously believe that the Resolutions are
AGAINST the best interests of the Company and its Shareholders as a whole and
why Shareholders should vote AGAINST the RESOLUTIONS.
Requisitioned Shareholder Resolutions and Member's Statement
In the Requisition Notice from Mr Turrell there are proposed the following
Resolutions:
1. THAT, Mr Matt J Cooper be and is hereby removed from office as a director of
the
Company with immediate effect.
2. THAT, Mr Shawn K Taylor be and is hereby removed from office as a director of
the Company with immediate effect.
3. THAT, Mr Mark Turrell be and is hereby appointed as a director of the Company
with immediate effect.
Set out on pages 9 to 10 of this document is a statement from Mr Turrell (the
"Statement") which he is entitled under the terms of the Act to include in
relation to the Requisition. The Statement is reproduced in its entirety as
submitted by Mr Turrell. The Directors fundamentally disagree with the
assertions contained in the Statement, such as they are. Mr Turrell has made a
number of assertions and statements which the Board believes are defamatory of
the Company and of Mr Cooper. These assertions and statements are dealt with
below.
Support for the Board
At the Company's Annual General Meeting held on 29 September 2010, Shareholders
duly re-appointed Mr Cooper to the Board, following his automatic retirement
under the Articles, with more than the requisite majority of votes in favour, Mr
Turrell voting against. Now, Mr Turrell is putting to Shareholders the same
business, and two additional resolutions (one of which relates to the removal of
Mr Taylor, who was unanimously reappointed to the Board in July 2009), at a cost
to the Company in terms of advisory fees and management resource.
The Board is pleased to note that Shareholders representing more than 50% per
cent. of the Company's issued ordinary share capital have indicated that they
intend voting against each of the Resolutions. On the assumption that this level
of support materialises against the Resolutions, then the Board believes it is
impossible that the Resolutions will be passed at the General Meeting and
accordingly that this whole process will result in a significant waste of the
Company's time and money, undertaken at the behest of Mr Turrell.
Shareholders are encouraged to return their forms of proxy REJECTING ALL THE
RESOLUTIONS.
Background
Mr Turrell is the founder and former CEO of Imaginatik and left the Company by
mutual consent on 4 June 2010. He negotiated and entered into a written
agreement with the Company on that day in which both he and the Company agreed
terms in relation to his departure. These included agreeing the contents of an
announcement made by the Company via the London Stock Exchange in relation to
his departure and an agreement that Mr Turrell may provide consultancy services
to the Company in the future, on terms to be agreed. Mr Turrell breached that
agreement in a number of respects shortly after it was entered into.
Why Mr Turrell must not return
· The Board regards Mr Turrell's conduct as an unnecessary distraction from
its focus of growing the Company and delivering Shareholder value in difficult
economic times. Certain aspects of Mr Turrell's conduct are before the High
Court and accordingly are not able to be described to Shareholders in this
document, but the Board regards them as being against the Company's (and
therefore Shareholders') interests.
· Mr Turrell has initiated proceedings against the Company in the
Employment Tribunal, claiming that he has been unfairly dismissed by the Company
and claiming breach of contract by the Company. We consider that pursuing these
claims against the Company is inconsistent with his assertion that he is acting
in the best interests of the Company. In making these claims, he is acting
solely in his own interests.
· Mr Cooper is a highly experienced director and proven businessman, who
has chaired and run a number of successful companies. His medical history has
not been and is not an issue for the Company in connection with his discharge of
his managerial responsibilities.
· As regards the purported non-disclosure of information of a health
condition of Mr Cooper, to which Mr Turrell refers, this is incorrect. Mr
Turrell and other members of the Board were aware of Mr Cooper's medical history
prior to Mr Cooper's appointment. The Board considers Mr Turrell's conduct
towards Mr Cooper in this regard to be spiteful and vindictive, and further
evidence of why he is unfit to return to the Company in any capacity.
· Mr Taylor has served as the finance director of the Company since the
time of its admission to AIM and is an experienced public company director. He
has good relations with the Company's institutional shareholders, all its
employees and its advisers.
· Immediately after he left the Company and since then, Mr Turrell has not
been able to attract the support of a material number of the Company's
shareholders or employees, or of any of its directors or advisers and that
remains the position.
· Mr Turrell has failed to provide any details of, or evidence of, the
alleged breaches of fiduciary duty of Mr Cooper and Mr Taylor. The Board
considers that no breaches have occurred and so no evidence could exist. Mr
Turrell refers to his proposed initiation of a derivative action against the
Directors under the Act. The Board is confident that Mr Turrell will not be
given leave by the Court to bring any such action.
· Mr Turrell states that Shareholders were prejudiced at the Company's
general meeting held in August this year. He was not entitled to vote at that
meeting as his paperwork was not in order as required by the Articles (as was
the case with other Shareholders). He complied with the requirements in respect
of September's annual general meeting and accordingly attended and voted at it.
Mr Turrell has provided no details of any examples of prejudice.
· The Company's nominated adviser and broker, Arbuthnot Securities Limited,
has informed the Company that if any of the Resolutions are passed then it would
consider its position as the Company's nominated adviser and broker.
Financial Position
Mr Turrell has suggested to the Company that he is able to procure external
investment into the Company.
On 6 August 2010 the Company announced that it needed to raise funds to
strengthen its balance sheet and to provide it with an appropriate level of
working capital. On 6 September 2010 the Company announced that it had raised
the necessary and appropriate funding through the issue of new Ordinary Shares.
The Board wishes to inform Shareholders that it believes the equity fundraising
which the Company undertook in September this year would not have been able to
occur if Mr Turrell had remained on the Board. A number of the Company's major
Shareholders had informed the Board that they were unwilling to invest in the
Company for such time as Mr Turrell was involved as a director, that they no
longer had confidence in his ability to manage the Company and were accordingly
unwilling to commit any further investment to it.
Mr Turrell has not been able to provide any details of any investment as
regards quantum, availability, timing nor fees and the Board therefore concludes
that no such funding is available or would be forthcoming.
The Company will be announcing its interim results for the 6 months ended 30
September 2010 on Thursday 16 December 2010.
Strategic Direction
The Board acknowledges Mr Turrell's achievement in having established the
Company and in having taken it public. However, the Board believes that any
future involvement of his in the Company would be inappropriate. Accordingly Mr
Turrell does not feature in the Company's future plans. The Board believes that
it would be damaging to Shareholders' interests if he were again to be involved
in the Company, in any capacity. The remaining Directors, as well as a majority
of the Company's senior employees, have declared that they would leave the
Company were he to return. The Board is continuing with the Company's stated
strategy and this is beginning to show positive results.
Future Conduct of the Business
The Board is of course willing at any time to discuss any sensible proposals put
forward by Shareholders and/or their representatives, however the Board and each
individual Director must retain the ability to operate independently and in the
best interests of its shareholders. No such proposals have been put forward by
Mr Turrell. Neither has Mr Turrell provided Shareholders with any details of the
new directors he states he wishes to see installed as custodians of your company
in place of Mr Cooper and Mr Taylor.
The Board continues to have the support of a majority of Shareholders and the
Company's senior employees. Mr Turrell does not enjoy a similar level of
support. The future of the Company would not be best served by allowing the
return of Mr Turrell. His recent actions demonstrate that he is not suitable to
be involved in the Company.
Conclusion
The Board considers that the Requisition is absurd, unwarranted and a waste of
Company funds and management resource.
The Board considers that the nature of Mr Turrell's approach to the Company and
his conduct towards the Company is inconsistent with his stated objective of
wishing to assist the Company. The Board further believes that the behaviour of
Mr Turrell is in fact entirely detrimental to the future growth and success of
the Company.
Mr Turrell's actions do not comprise a reasoned corporate strategy. Furthermore,
the Board considers that if any of the Resolutions were passed, the Company's
business would suffer materially and possibly fail in the immediate future as a
result of the withdrawal of support of the Company from certain Shareholders,
employees and advisers.
The Board urges you to vote against the Resolutions.
General Meeting
On pages 11 to 13 of this document is a notice convening a General Meeting of
the Shareholders of the Company to be held at the offices of the Company's
solicitors, Marriott Harrison, at Staple Court, 11 Staple Inn Buildings, London
WC1V 7QH on Wednesday 22 December 2010 at 11.30am at which the Resolutions set
out in the Notice of General Meeting will be proposed.
Action to be taken in respect of the General Meeting
A form of proxy for use at the General Meeting is enclosed.
The form of proxy should be completed and signed in accordance with the
instructions on it and returned to the Company's registrars, Neville Registrars
Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon
as possible, but in any event so as to be received not later than 11.30am on
Monday December 2010.
The completion and return of a form of proxy will not preclude you from
attending the General Meeting and voting in person should you so wish.
Recommendation
The Board believes that the Resolutions are against the best interests of the
Company and its Shareholders as a whole. The Board therefore unanimously
recommends that Shareholders voteAGAINST such Resolutions as they intend to do
or procure to be done in respect of their own beneficial holdings of ordinary
shares in the Company, representing approximately 12 per cent. of the Company's
issued ordinary share capital.
Yours faithfully
Paul Morland
Non Executive Director
Imaginatik PLC
Statement by Mr Turrell
The Company received, on 12 November 2010, a statement from Mr Turrell pursuant
to section 314 of the Act, which is reproduced in its entirety below as required
by the Act:
MEMBER'S STATEMENT in respect of the GENERAL MEETING of IMAGINATIK PLC (the
"Company")
On the 12 November 2010, Mark Turrell (the "Requisitioning Shareholder")
exercised his right pursuant to section 303 of the Companies 2006 Act, to
require the Directors of the Company to convene a General Meeting of the
Company, to consider and if thought fit propose certain resolutions to:
(i) remove the above named Directors;
(ii) appoint a new director of the Company.
This letter sets out why the Requisitioning Shareholder considers the
resolutions to be in the best interests of the shareholders and the Company. The
Requisitioning Shareholder, who beneficially controls more than 35% of the
Imaginatik plc shares in issue, confirms to the Company and its shareholders
that he will vote for the Resolutions to remove the above mentioned Directors
and appoint the proposed Director. Should the Directors voluntarily tender their
resignations and appoint the proposed nominee in their place, the Requisitioning
Shareholder would immediately withdraw the requisition, thereby saving the
Company (and ultimately its shareholders) the management time and expense of
this formal process.
Removal of Directors
The Requisitioning Shareholder considers that the best interests of the Company
and its shareholders are no longer served by the named Directors. The
Requisitioning Shareholder has reached this conclusion on the basis that he
believes to have evidence that the Directors have materially breached their
fiduciary duties on several occasions and are not acting in the best interests
of shareholders or the Company.
The issues include:
- non-disclosure of material information on the mental health of Mr Cooper
- prejudicial treatment of shareholders at the August shareholder meeting
- reckless management of the business, allowing the Company to come close to
insolvency.
The Requisitioning Shareholder is also in the initial stages of proceedings of a
derivative action against the Directors on behalf of the Company, in accordance
with the Companies Act 2006.
Appointment of Director
The Requisitioning Shareholder proposes that the following person be appointed
as Director of the Company with immediate effect at the General Meeting:
Mark Turrell
Mark Turrell is a World Economic Forum Young Global Leader and Technology
Pioneer. He is the co-founder and largest shareholder of Imaginatik plc. He was
a member of the Board and the Chief Executive Officer of Imaginatik plc until
June 2010. Since founding Imaginatik sixteen year ago, he has pioneered most of
the technologies and practices in use today for enterprise innovation management
and collective intelligence systems. Mark is a graduate of Cass Business School,
London, and did post-graduate studies at ESCP Paris, TU Berlin, and the Cass
Business School. Mark would be a Non-Executive Director of Imaginatik plc and
not play an executive role. He would work to appoint appropriate, high-profile
executives to dramatically increase the quality of governance on the Board of
Directors and improve the overall business performance, including investigating
likely mergers or investment from private equity investors.
Imaginatik plc
("Imaginatik" or "the Company")
(Incorporated in England & Wales under the Companies Act 1985 with Registered
No. 3936915)
Notice of a General Meeting
NOTICE IS HEREBY GIVEN that a general meeting of the holders of Ordinary Shares
in the Company will be held at the offices of the Company's solicitors, Marriott
Harrison, Staple Court, 11 Staple Inn Buildings, London WC1V 7QH on Wednesday 22
December 2010 at 11.30am to consider and, if thought fit, pass the resolutions
set out under the heading, "Ordinary Resolutions", each of which will be
proposed as an ordinary resolution:
ORDINARY RESOLUTIONS
1. THAT, Mr Matt J Cooper be and is hereby removed from office as a director of
the
Company with immediate effect.
2. THAT, Mr Shawn K Taylor be and is hereby removed from office as a director of
the Company with immediate effect.
3. THAT, Mr Mark Turrell be and is hereby appointed as a director of the Company
with immediate effect.
For and on behalf of the Board
Shawn Taylor
Company Secretary
1 December 2010
Registered office:
Imaginatik PLC
22 Melton Street
London NW1 2BW
NOTES TO THE NOTICE OF GENERAL MEETING
Appointment of proxies
1.As a member of the Company, you are entitled to appoint a proxy to exercise
all or any of your rights to attend, speak and vote at the meeting and you
should have received a proxy form with this notice of meeting. You can only
appoint a proxy using the procedures set out in these notes and the notes to the
proxy form.
2.A proxy does not need to be a member of the Company but must attend the
meeting to represent you. Details of how to appoint the Chairman of the meeting
or another person as your proxy using the proxy form are set out in the notes to
the proxy form. If you wish your proxy to speak on your behalf at the Meeting
you will need to appoint your own choice of proxy (not the Chairman) and give
your instructions directly to them.
3.You may appoint more than one proxy provided each proxy is appointed to
exercise rights attached to different shares. You may not appoint more than one
proxy to exercise rights attached to any one share.
4.If you do not give your proxy an indication of how to vote on any resolution,
your proxy will vote or abstain from voting at his or her discretion. Your proxy
will vote (or abstain from voting) as he or she thinks fit in relation to any
other matter which is put before the meeting.
Appointment of proxy using hard copy proxy form
5.The notes to the proxy form explain how to direct your proxy how to vote on
each resolution or withhold their vote. To appoint a proxy using the proxy form,
the form must be: completed and signed and sent or delivered to the Company's
registrars, Neville Registrars Limited, Neville House, 18 Laurel Lane,
Halesowen, West Midlands, B63 3DA and received by Neville Registrars Limited no
later than 11.30 am on Monday 20 December 2010. In the case of a member which is
a company, the proxy form must be executed under its common seal or signed on
its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is
signed (or a duly certified copy of such power or authority) must be included
with the proxy form.
Appointment of proxy by joint members
6.In the case of joint holders, where more than one of the joint holders
purports to appoint a proxy, only the appointment submitted by the most senior
holder will be accepted. Seniority is determined by the order in which the names
of the joint holders appear in the Company's register of members in respect of
the joint holding (the first-named being the most senior).
Changing proxy instructions
7.To change your proxy instructions simply submit a new proxy appointment using
the methods set out above.
Where you have appointed a proxy using the hard-copy proxy form and would like
to change the instructions using another hard-copy proxy form, please contact
Neville Registrars Limited on 0121 585 1131.
Termination of proxy appointments
8.In order to revoke a proxy instruction you will need to inform the Company
using one of the following method:
By sending a signed hard copy notice clearly stating that you revoke your proxy
appointment to Neville Registrars Limited, Neville House, 18 Laurel Lane,
Halesowen, West Midlands, B63 3DA. In the case of a member which is a company,
the revocation notice must be executed under its common seal or signed on its
behalf by an officer of the company or an attorney for the company. Any power of
attorney or any other authority under which the revocation notice is signed (or
a duly certified copy of such power or authority) must be included with the
revocation notice.
Appointment of a proxy does not preclude you from attending the Meeting and
voting in person.
Communication
9.Except as provided above, members who have general queries about the Meeting
should contact Neville Registrars Limited on 0121 585 1131 (no other method of
communication will be accepted).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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