Campaign to stop the Oval-Ross Takeover of Cosalt and e-Petition on Shareholder Rights

9th July update following AGM:

As written by one of the SORT Campaign members - what you should be reading in the newspapers:

HUMILIATION FOR CHAIRMAN ROSS AT AGM

At Cosalt’s hastily convened AGM, held on 28/06/12, Chairman David Ross was forced to vote for himself in order to retain the chairmanship of the company. It has emerged that once Ross’s votes are stripped out of the count, only one half of one percent of shares voted in favour of the five resolutions tabled.

Whilst remaining chairman of Cosalt, David Ross is also engaged in an ongoing campaign to take the company private – he has so far declined to comment on what the vast majority of small shareholders perceive as a clear conflict of interest and breach of fiduciary duty.

Other serious questions are now being raised about the manner in which Mr Ross is conducting himself at Cosalt: On 30/04/12, the last day before the company report and accounts became due, Dolores Douglas, the company’s CFO resigned without signing off on the Company Report and Accounts. The Company Accounts subsequently became overdue and Mr Ross’s ongoing failure to sign them off and release them has resulted in the suspension of Cosalt shares. When asked by shareholders to explain this apparent breach of fiduciary duty, the company states that it cannot sign off on the Accounts owing to uncertainty over ongoing funding. Although the company is not specific, it appears that this uncertainty relates to loans provided by Mr Ross. Small shareholders therefore argue that Mr Ross can use this particular device to hide the accounts from them ad infinitum. Mr Ross is also continuing to refuse to appoint any independent directors to the Board. When asked by shareholders to explain this apparent breach of fiduciary duty, the company says that under the rules it is entitled to “comply or explain”, and when asked by shareholders where they might find the explanation for non-compliance, the company responds that the requirements state only that the explanation must appear within the Company Report and Accounts – the self-same Report and Accounts which the company is refusing to publish.

Across the country, unhappy at their treatment at the hands of Mr Ross, over 100 disaffected Cosalt shareholders have complained to their respective constituency MPs. Responding to the widespread concern being expressed about this matter, Dan Rogerson MP has identified around 60 MPs who have received such complaints and invited them to attend a meeting in Westminster next week. The MPs will hear from minority shareholders’ representatives, consider the actions of Mr Ross in this matter and discuss what can be done to better protect minority shareholders’ investments.

AGM Results:

The Board of Cosalt announces that at its AGM held earlier today, all Resolutions (as set out in the Notice of AGM of the Company dated 1 June 2012) were passed by the required majority of 50% for Resolutions 1,2 and 3, and 75% for Resolutions 4 and 5.

The decision was reached by a poll at the meeting and the result of the poll for each resolution was as follows:

Resolution 1: a total of 228,615,511 votes (representing 82.94% of total votes cast) were lodged in favour of the Resolution, with 47,036,726 votes lodged against (17.06% of total votes cast). A total of 9,445,447 votes cast were withheld.

Resolution 2: a total of 229,444,031 votes (representing 83.21% of total votes cast) were lodged in favour of the Resolution, with 46,292,187 votes lodged against (16.79% of total votes cast). A total of 9,361,466 votes cast were withheld.

Resolution 3: a total of 228,678,770 votes (representing 82.93% of total votes cast) were lodged in favour of the Resolution, with 47,076,522 votes lodged against (17.07% of total votes cast). A total of 9,342,392 votes cast were withheld.

Resolution 4: a total of 228,640,701 votes (representing 82.92% of total votes cast) were lodged in favour of the Resolution, with 47,111,012 votes lodged against (17.08% of total votes cast). A total of 9,345,971 votes cast were withheld.

Resolution 5: a total of 229,376,840 votes (representing 83.23% of total votes cast) were lodged in favour of the Resolution, with 46,217,182 votes lodged against (16.77% of total votes cast). A total of 9,503,662 votes cast were withheld.

The timing of the AGM, lack of proper notice and the fact that most small shareholders have nominee accounts were the biggest reasons why there not more votes registered; which was always going to be a problem when David Ross has 56% of the total potential vote before he starts. The SORT campaign team is fighting hard to ensure that the Cosalt problems are brought to the full attention of all the authorities who should be aware.

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13th June update:

The 5 Resolutions for the AGM are as follows:

1     To re-elect Mr D Ross, who retires by rotation.
2     To elect Mr T Sands, who has been appointed since the last Annual General Meeting.
3     To renew the directors' authority to allot relevant securities.
4     To renew the directors' authority to allot equity securities other than on a pre-emptive basis.
5     To authorise the Company to call general meetings (other than AGMs) on 14 days notice

The decision of the SORT Campaign is to Vote AGAINST ALL Resolutions, as the company has not be forthcoming with any information whatsoever on which to make an educated choice. This leaves the only sensible decision to be a NO vote.

Could all shareholders please ensure they have voting rights enabled as described below and ensure your votes are cast in good time.

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A Case of Deja-Vu anyone?

It's voting time again; AGM on 28th June at 08:30 this time.

And surprise surprise we still have no concrete information about the financial state of the company, but are expected to vote about the ongoing running and future of the company; did you expect anything more? The SORT campaign is in action again, so I'll update this page when we have decided on the best concerted action to take in the vote. Watch this space.............

As a reminder from last time, To make the vote via a Nominee Broker you need to have Voting Rights attached to your account. If you don't have these, you won't receive any information relating this meeting and you won't be able to vote. You need to speak to your broker immediately. Without them you won't be able to vote.

You can also follow the campaign on the Cosalt chat board on the LSE website:

http://www.lse.co.uk/ShareChat.asp?ShareTicker=CSLT

the Campaign website:

 http://www.savecosalt.com

and at the SortCosalt GroupSpaces forum:

http://groupspaces.com/sortcosalt

More updates to come.

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***SUCCESS***

The NO vote was successful yesterday, the SORT Campaign has won through.

RNS Number : 1795Y 27th February 2012

At a general meeting of Cosalt plc, held earlier today, shareholders voted against both resolutions as set out in the notice of general meeting of the Company dated 9 February 2012 (the "Resolutions"), as a consequence the Cosalt will continue as a publicly listed company.

The decision was reached by a poll at the meeting and the result of the poll for each resolution was as follows:

Resolution 1: a total of 227,910, 801 votes (representing 73.07% of total votes cast) were lodged in favour of the Resolution, with 83,976,313 votes lodged against (26.93% of total votes cast). A total of 8,559 votes cast were withheld.

Resolution 2: a total of 228,128,800 votes (representing 73.14% of total votes cast) were lodged in favour of the Resolution, with 83,764,043 votes lodged against (26.86% of total votes cast). A total of 2,830 votes cast were withheld.

Total votes cast:

for ross 227,910,801 = 56.36% (not a lot more than the  56.01%  he owns!)
against 83,976,313 = 20.76%
leaves 92,512,886 = 22.88%

**IMPORTANT UPDATE** Following on from the recent announcement of the EGM and De-Listing Proposal, meeting date 27th February 2012, the SORT campaign has been recommending that all shareholders vote AGAINST both of the items on which votes can be lodged.

**UPDATED CAMPAIGN TOTALS** We have over 25% pledged, enough to defeat the motions!

216 pledges > 102m shares > 26%

Best-case scenario (Ross loses)

404m issued shares

95% vote on the day = 384m votes

DR votes yes = 226m votes (59%)

SORT’s + Unknowns vote ‘NO’ = 158m votes (41%)

Worse-case scenario (Ross loses)

404m issued share

85% vote on the day = 344m votes

DR vote yes = 226m votes (66%)

SORT’s alone vote ‘NO’ = 118m votes (34%)

To make the vote via a Nominee Broker you need to have Voting Rights attached to your account. If you don't have these, you won't receive any information relating this meeting and you won't be able to vote. You need to speak to your broker immediately. Without them you won't be able to vote.

Any questions regarding how to do this, please see the campaign website for assistance:

http://www.savecosalt.com

If you hold Cosalt shares and have not yet pledged your NO vote to the SORT Campaign please send a mail to the confidential email address ezaspect@gmail.com and your number of shares will be added to the tally. Your personal details will never be disclosed, and you don't need to provide any actual details. All we want to know is how many shares you have, and that you will be voting NO.

 

Previous post details below, containing more info:

The attempt to de-list Cosalt PLC (CSLT) by it's Chairman David Ross is being fought against by a large group of Private Investors under the umbrella of SORT (Stop the Oval-Ross Takeover). We believe that Cosalt has a great future in it's current form and that the takeover proposal is against the interests of all Private Investors in the company.
We also now have our own website to assist the campaign:

http://www.savecosalt.com

On there we explain the basic actions which existing Cosalt shareholders can take.

A lack of knowledge about voting rights has been raised by many shareholders, and this has also led us to believe there is a general problem with a lack of power for Private Shareholders in listed companies. We are now also encouraging Private Investors to sign an existing Goverment e-Petition entitled "Restore Shareholder Democracy by Ensuring Nominee Account Shareholders are on Share Registers by Default".

All Private Investor's need to be aware of their rights, so please sign this Government e-petition:
http://epetitions.direct.gov.uk/petitions/16769

1. Do you vote at Company AGMs etc?
2. if No. Do you receive the voting forms?
3. if No. Do you know how to sign up for them?
4. if No. Do you believe company directors always look after your interests?
5. Do you believe you should automatically get voting rights for your shareholdings?

I hope that's got you thinking. If you said yes to the last question please sign the petition.

Lack of voting rights can seriously affect your wealth.

Please pass this link to all Investors you know and we can try to change the system, those with the power and money won't choose to change it themselves.