That the directors be and are hereby generally and unconditionally authorised in accordance with section 551 of The Companies Act ( the “Act”) to allot equity securities (as defined in section 560 (1) of the Act):
(a) up to an aggregate nominal amount of £814,782.01 (after deducting from such limit the aggregate nominal amount of any equity securities allotted under sub-paragraph (b) below); and
(b) comprising equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount £1,086,376.01 (after deducting from such limit the aggregate nominal amount of any securities equity allotted under sub-paragraph (a) above) in connection with an offer by way of a rights issue to holders of equity securities and other persons who are entitled to participate in proportion to their existing holdings.
SPECIAL RESOLUTION 11
That the Directors be and they are empowered pursuant to section 570 (1) of the Act to allot equity security (as defined in section 560(1) of the Act) of the Company wholly for cash pursuant to the authority of the Directors under section 551 of the Act conferred by Resolution 10 above as if Section 561 (1) did not apply up to an aggregate nominal value of £1,086,376.01.
I have provided edited versions of both resolutions so as not to obfuscate their central messages with information on terms. The term served by any director is one year. Hence the term is one year.
Resolutions 2-8 are germane to the retirement and re-appointment of King. Park senior and junior. Murray, Bennett and Johnston. The formalities of accepting the audit and the remuneration of the auditors is dealt with in resolutions one and nine respectively.
Resolution 10 requires a simple majority of over 50% of votes cast. Special Resolution 11 requires a majority of 75%.
The Gullibillies on the Clapham Omnibus won’t have a clue about the nuances of the companies Act. The Chairman of RIFC, career criminal King, has said jump. They are expected to say how high and vote accordingly.
So let me break it down for them. The board are issuing 108,637,610 shares at the nominal value of one pence. If Resolution 11 is passed as expected, the Directors can do with these shares as they please. If one is an ordinary shareholder, the value of your equity will be materially undermined.
There are currently 81,478,201 shares issued in RIFC. If one owns 1 share it represents circa 0.000001%. of the company. Under the new arrangement one share will represent circa 0.0000005% of the company.
The man on the Clapham Omnibus would know that someone is planning to pull a fast one and if unchecked will dilute his holding.
The rogue board are hiding behind the nuances of the Companies Act of 2006 to rob the small shareholder blind, But then what did you expect from a chairman who is a convicted criminal and who asserts that he will keep the lights on with loans from a trust in The British Virgin Islands?
Ceteris Paribus Resolution 10 will go through. The smart play would be to vote against Resolution 11 and hold out for 20p should King be forced to make this offer. How deep are NOAL’s pockets in the BVI? I venture that they are deep enough to give every shareholder a fair return for their holding.
King is asking turkeys to vote for Xmas. If they do he will have them for lunch.