MBL Group PLC Posting of Circular (7925P)
September 05 2017 - 2:05AM
UK Regulatory
TIDMMUBL
RNS Number : 7925P
MBL Group PLC
05 September 2017
5 September 2017
MBL Group PLC
(the "Company")
Posting of Circular
and
Unanimous Recommendation to VOTE AGAINST the Requisitioned
Resolution
Further to the announcement made on 16 August 2017, the Company
has today posted a circular to shareholders to convene a general
meeting of the Company (the "Requisitioned General Meeting"). The
object of the Requisitioned General Meeting is to propose a special
resolution (the "Requisitioned Resolution") which would (i) cancel
any non-contractual directors' bonus or similar arrangements; and
(ii) prevent the board of directors of the Company (the "Board")
from approving any bonus policies or similar arrangements for the
Company's future, current or former directors without first
obtaining the approval of shareholders by way of ordinary
resolution.
For the reasons set out below, the board of directors of the
Company unanimously considers that the Requisitioned Resolution IS
NOT in the best interests of the Company or its shareholders as a
whole. Accordingly, the Board unanimously recommends that
shareholders VOTE AGAINST the Requisitioned Resolution at the
Requisitioned General Meeting.
Background to the Requisitioned General Meeting and reasons to
VOTE AGAINST the Requisitioned Resolution
Strategic review and sale process
Further to the Company announcements dated 5 December 2016 and
24 January 2017, the Board has carried out a strategic review of
the Company with the aim of maximising value for shareholders. As
announced on 24 January 2017, the Board concluded that a third
party may be better placed to develop the potential in the
Company's trading businesses and take them forward to the next
phase of their development.
The Board has therefore recently been conducting, and continues
to conduct, a formal sales process regarding each of the Company's
trading businesses. The Company has been in discussions with a
number of prospective purchasers in relation to each of the
Company's trading businesses with the aim of maximising shareholder
value, and further announcements in respect of the sales process
will be made in due course.
For the avoidance of doubt, the Requisitioned General Meeting is
in addition to the general meeting to be held on 11 September 2017
(the "First Meeting"), which was requisitioned on behalf of Keith
Staton in a notice received by the Company on 25 July 2017 (the
"First Requisition Notice") and convened by the Company on 14
August 2017.
The Company notes that, the Requisitioned General Meeting has
also been convened on behalf of Keith Staton. On the basis that the
First Requisition Notice has not been withdrawn despite requests
from the Board (so that shareholders could consider both of Mr
Staton's requisitioned resolutions at a single general meeting),
the Company is obliged to propose the Requisitioned Resolution at a
different meeting to the First Meeting. It is regrettable that
Keith Staton has not withdrawn the First Requisition Notice and
that the Company is having to spend more time and money dealing
with this matter.
The Requisitioned General Meeting convened by the circular
published today is yet another distraction as it does not allow the
Directors to focus solely on the sales process and brings into
question the authority of the Board which in turn creates
transactional risk. This exacerbates the identical issues raised in
consequence of the Company being required to convene the First
Meeting. If it is not possible to complete a sale of each business
it may well be that the Board needs to be strengthened and, if
passed, the Resolution would severely hamper the Directors' ability
to attract appropriate talent to the Company and its group.
A copy of the circular will be available on the Company's
website, www.mblgroup.co.uk, from today. The General Meeting will
be held at the Tickled Trout Hotel, Preston New Rd, Samlesbury,
Preston PR5 0UJ at 10:30 a.m. on 28 September 2017 (or as soon
thereafter as the Company's annual general meeting to be held at
10.00 a.m. on the same day and at the same place is concluded or
adjourned).
ENDS
For further information, please contact:
MBL Group plc Tel: 01772 440440
Tim Jackson-Smith
SPARK Advisory Partners Limited Tel: 0113 370 8970
(NOMAD)
Sean Wyndham-Quin
Mark Brady
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCOKQDKCBKDKCK
(END) Dow Jones Newswires
September 05, 2017 02:05 ET (06:05 GMT)
Mbl (LSE:MUBL)
Historical Stock Chart
From Apr 2024 to May 2024
Mbl (LSE:MUBL)
Historical Stock Chart
From May 2023 to May 2024