JKX seeks to ban 'opaque' shareholders from EGM
The board of UK producer JKX hopes to survive this week’s extraordinary general meeting by excluding the votes of two shareholders holding almost 39% of the shares.
A shareholder, Proxima, early this month called an extraordinary general meeting for January 28, to vote on its motion that seven of the JKX board members should go and five nominees of its own should replace them. It holds just under 20%. JKX says this is an attempt to take over control of the company without formally bidding for it.
The eastern-Europe focused company has written to Eclairs Group and Glengary telling them that they may not attend or vote at a general meeting of the company until they are more transparent, it told the London Stock Exchange January 25.
The notices followed enquiries to determine the ownership structures behind, and the voting agreements or arrangements relating, to the 27.47% stake held by Eclairs and the 11.42% stake held by Glengary. “Despite continuing efforts, the board considers that it has not been able to ascertain full and accurate particulars of the relevant structures and agreements or arrangements,” it said.
It said it believed that the information so far provided by Eclairs and Glengary in response to disclosure notices is false or materially incorrect and it had adopted this strategy to extract “full and accurate information,” and to protect the company and its shareholders against having to make decisions in ignorance of such information. It said it the restrictions, which its articles of association allow, were in the best interests of the company and its shareholders as a whole.
To win, a proposal needs over 50% of the votes, and voting records show that in previous similar votes, those opposing the motion accounted for almost 100% of the other shareholders.