A group of concerned shareholders representing approximately 20% of the shares in the Company (the “Concerned Shareholders”), support the resolution to be considered at the General Meeting of the Company on 1 September 2021 for a forensic investigation into the Company. This statement follows the statement published on Tuesday 17 August. The statement and proposed scope of the forensic investigation is set out here.
The Concerned Shareholders focus is to find a workable agreement that will help realign all shareholders. Having written to the Board on 10 August 2021 seeking engagement on these matters (the “10 August Letter”), the Board has failed to provide any response. Whilst the Company stated in its RNS of 11 August 2021, that “It acknowledges, however, the significant vote for the resolutions, and commits to continue to engage with all shareholders to understand their views and/or any specific concerns”, there has been no response from the Company to the 10 August Letter.
The Concerned Shareholders believe there is a clear need for a forensic investigation for a number of reasons that have previously been raised and particularly given the Company’s unwillingness to answer questions over the last 12 months. In the absence of any satisfactory engagement, the Concerned Shareholders believe the investigation is the most effective way of bringing this situation to a conclusion.
There have been ongoing misrepresentations of the Concerned Shareholders’ intentions. The Concerned Shareholders have provided public confirmations to the Company and fellow shareholders that they have no intention to take over or control the Company and wish to clarify other concerns that have been raised in relation to the forensic investigation.
Cost – As previously stated, the Concerned Shareholders are willing to meet the costs of the investigation having agreed with the Company the potential independent firms that would be suitable for appointment and the scope. The Concerned Shareholders are willing to make this offer legally binding (and for the Company to publish this via RNS) to remove any suggestion that they will back out should shareholders vote in favour of the resolution, or any other circumstances.
Management time – A properly conducted investigation should not take up material management time in a way that would distract from ongoing operations. The Company needs to give access to all relevant correspondence that relate to the scope of the investigation and make themselves available as needed to speak to the investigators.
Resolution – The Concerned Shareholders are willing to discuss alternative independent firms to the Big Four named in the resolution (and this was noted in the letter sent to the Company prior the notice of the General Meeting being issued). Whilst it is now too late to agree amendments to the resolution, the focus is to improve transparency. The Concerned Shareholders would be happy to discuss the scope and identity of the independent firm with the Company but, even if shareholders vote for the resolution as it stands, the Concerned Shareholders’ offer remains.
The Concerned Shareholders reiterate their previous statement – if the Company has nothing to hide, is confident that it has met the required standards of corporate governance, and is not going to suffer any costs as a result, why would the Company not agree to the request?
The priority of the Concerned Shareholders is to ensure the future success of the Company and provide transparency in order that the existing Chairman and executive management team do not repeat past mistakes. As a group we have invested £4m in the company and remain passionate about making this company a success. It is in all stakeholders’ interests that the Company be given a clean bill of health or, if uncovered, any material issues are rectified as soon as possible to allow the Company to reach its full potential for the benefit of everyone involved.
The Concerned Shareholders hold no other motives.