TIDMPOL
RNS Number : 7954D
Polo Resources Limited
21 February 2020
This announcement contains inside information as defined in
Article 7 of the EU Market Abuse Regulation No 596/2014 and has
been announced in accordance with the Company's obligations under
Article 17 of that Regulation.
21 February 2020
POLO RESOURCES LIMITED
( " Polo " or the " Company ")
Adjourned AGM, Phronimos Capital LLC and other matters
Polo Resources Limited (AIM: POL), the multi-sector investment
company with interests in oil, gold, coal, copper, phosphate,
lithium, iron and vanadium, provides the following update to
shareholders regarding the Annual General Meeting which was held on
21 January 2020 (the "AGM") and adjourned before consideration of
the last resolution on the agenda, as well as other matters.
Update on the Adjourned AGM and Voting Rights
As stated in the Result of AGM announcement on 21 January 2020,
resolutions one and two were passed on a poll. The resolutions were
initially unanimously passed by way of a show of hands. However,
the poll was requested by a shareholder representative, Mr. Sam
John, who inexplicably withheld his votes.
The results of the poll for resolutions one and two were as
follows:
RESOLUTIONS PERCENTAGE PERCENTAGE
OF VOTES FOR OF VOTES AGAINST
1. To receive the Company's
annual accounts for the financial
year ended 30 June 2019 97.26 2.74
-------------- ------------------
2. To reappoint Chapman Davis
LLP as auditors of the Company 94.20 5.80
-------------- ------------------
As the AGM progressed, queries were raised on the eligibility of
certain shareholders to vote on the resolutions. These queries were
as follows: (1) the eligibility of Perfectus Management Ltd, a 98
per cent. subsidiary of the Company, to exercise the voting rights
on shares which it owns in the Company; and (2) the eligibility of
a shareholder representative, Mr. Sam John, to vote the shares he
purported to represent. In order to maintain order and decorum, as
well as to allow the matters raised above to be reviewed, the
Chairman, with the requisite consent, adjourned the AGM before
resolution three was voted on, thereby deferring the
resolution.
At no point either before, during or after the AGM were any
shareholders prevented from exercising their voting rights, to the
extent they were entitled to do so under the Company's Articles of
Association. The Company has subsequently obtained legal advice
stating that, pursuant to the Company's Articles of Association,
Mr. Sam John was ineligible to exercise the voting rights of a
significant portion of the shares he purported to represent on the
grounds that the proxies were not submitted in accordance with the
Company's Articles of Association (as specified in the Notice of
2019 Annual General Meeting of Shareholders, dated 31 December 2019
("Notice of AGM")).
Perfectus Management Ltd ("Perfectus")
Perfectus is 98% owned by Polo Investments Limited, a wholly
owned subsidiary of Polo, and 2% by Mettiz Capital Limited, a
company controlled by the Chairman. Perfectus holds 10.37% of the
issued share capital of the Company.
The Company obtained two legal opinions in relation to the
entitlement of Perfectus to vote. The legal advice states, inter
alia , that there are specific provisions in the shareholders
agreement relating to Perfectus which deal with the entitlement and
powers of each specific shareholder (originally three shareholders
but currently two, namely, the Company and Mettiz Capital Limited)
to nominate (and require the removal of) directors of Perfectus.
The advice concluded that the Company has neither the initiative
nor the power to elect (or, conversely, to prevent the election or
for the removal) of any director of Perfectus (other than its own
appointee) and that the intended "mischief" (that is, that the
Company may in some way control the election of directors of
Perfectus) which Article 3.7 of the Company's Article of
Association intends to regulate, is not realisable or supportable
by virtue of the shareholders agreement. The advice concluded that
the Company is not entitled to exercise voting power in excess of
50% in order for it to control who will be elected (or not elected)
as a director of Perfectus; it has the power over exactly 50%, no
more and no less, and thus under the terms of the Company's
Articles of Association, the Polo shares held by Perfectus can be
voted. Both shareholders have each appointed a corporate director
and they are likely to remain unchanged, even if there are
underlying changes in personnel at the shareholders. The Perfectus
Board must approve the way that the Polo shares it holds may be
voted, and as there are two directors and no director has a casting
vote, this must be a unanimous decision. The foregoing cannot be
varied for as long as the shareholders agreement remains in
place.
However, in the interest of good governance, an independent
Board committee of Polo will be formed to give careful
consideration as to the manner in which Perfectus' vote is to be
cast. The Chairman will not sit on this committee.
Board's beneficial holding
The Board clarifies that contrary to the Notice of AGM, the
Board did not have any beneficial holdings of ordinary shares in
the Company at the date of the Notice of AGM. Instead, the Board
held voting rights in respect of 10.37 per cent. of the issued
ordinary shares of the Company (being the shares owned by
Perfectus) and the Chairman held voting rights in respect of 12.58%
of the issued ordinary shares of the Company via Mettiz Capital
Limited.
Notice of AGM
Having sought legal advice on the aforementioned eligibility of
both Perfectus and Mr. Sam John to exercise their voting rights,
the Company confirms that the adjourned AGM will be reconvened to
allow shareholders to vote on resolution three. The Notice of the
adjourned AGM will be issued once the details of the meeting have
been finalised. The Board apologises to shareholders for any
inconvenience caused.
Notwithstanding the legal advice of the ineligibility of Mr. Sam
John to vote a significant portion of the shares he purported to
represent and possible objections from shareholders, the Board, on
the advice of the Company's Nominated Adviser, has determined to
allow Mr. Sam John to exercise his vote in respect of all the
shares he purported to represent on resolution three.
Further, the Board advises that all shareholders may avail
themselves to their right to vote as enshrined in the Company's
Articles of Association. All existing proxy votes will remain valid
and shareholders will not be able to amend their original proxy.
However, as the proxy form states, shareholders are allowed to
attend the meeting and vote in person. A standard form letter of
representation will be provided at the time the meeting is
announced that any corporate shareholders should transcribe on
their letterhead and original produced by the appointed
representative, along with photo identification, on the day.
The independent Board committee of Polo referred to above will
consider the manner in which Perfectus' vote should be cast in
relation to resolution three at the reconvened AGM.
Allegations by Phronimos Capital LLC and its principal, Mr. Sam
John
The Board advises that false information has been disseminated
by Phronimos Capital LLC ("Phronimos") and its principal, Mr. Sam
John. In particular, the Company categorically refutes all
allegations of impropriety or wrongdoing implied by Phronimos and
its principal relating to the transaction announced on 6 February
2020 involving the Company's subsidiary, Polo Investments Limited,
and Dyani Corporation Limited, and reserve all rights in regard to
this matter. The Board is seeking legal redress against Phronimos
and Mr. Sam John to protect the interests of the Company.
Additional Independent Non-Executive Director
On the advice of the Company's Nominated Adviser, the Board
will, in the near future, be appointing an additional Independent
Non-Executive Director to further enhance the governance of the
Company.
Investing Policy
The Board reiterates that it is committed to delivering
shareholder value following the Investing Policy ("Strategy") that
was unanimously approved at the AGM held on 25 January 2017. A copy
of the Strategy is available on the Company's website. The Company
remains a long-term supporter and active investor in companies held
within its portfolio. Several of these companies are leveraged to
provide high returns and there are no plans to dispose of any
significant investment stake at this time. The Strategy stipulates
the objective will be to achieve returns to shareholders through
the appreciation in the value of the Company's shares rather than
by means of a distribution.
For further information, please contact:
Polo Resources Limited
- Kudzayi Denenga, Investor Relations +27 (0) 787 312 919
Allenby Capital Limited (Nominated
adviser & broker)
- John Depasquale +44 (0)20 3328 5657
About the Company
Polo Resources Limited is a multi-sector investment company
focused on investing in undervalued companies and projects with
strong fundamentals and attractive growth prospects. For complete
details on Polo, please refer to: www.poloresources.com .
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCPPURCPUPUGAG
(END) Dow Jones Newswires
February 21, 2020 11:00 ET (16:00 GMT)
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