Avocet polls - two very different outcomes!

 by DOUG COLLIE

The outcome of a shareholders' ballot in which 90% of investors in the 'revolutionary' Avocet Group of companies are said to have voted in favour of a management motion is being challenged on an 'independent' Forum where a separate poll produced a very different result.

Directors of Avocet Natural Capital [ANC] PLC need to persuade at least 95% of their 650 shareholders to approve a truncated process which would lead to a "minor alteration" in the firm's Articles of Association.

However, shareholders have not been told what the Articles change entails while the identity of new wealthy investors, said to be prepared to sink many millions of pounds into the development of 'disruptive technology' centred on vehicle fuel, remains a secret.

In a shareholder letter earlier this week, Avocet chairman Martin Frost who holds six million shares in the business announced that the threshold for triggering the "short cut" had almost been reached.

According to Mr Frost this was the situation on October 4th:Votes in Agreement: Shareholding Total:    43,233,781; Percentage of Capital of Company: 86.34 % ; Votes Not in Agreement: Shareholding Total: 322,505;  Percentage of Capital of Company: 0.65%.

Meanwhile Avocet shareholders - many of them concerned at the lack of progress in developing and marketing the fuel additive and other products - were voting in a separate poll organised by the administrators for members of the Avocet Shareholders' Independent Forum.

Mr Frost has been highly critical of the Forum's activities, and promised several weeks ago to have it closed down.

On October 5th the outcome of the Forum ballot was posted - 28% in favour of the move to shorten the procedure with 59% against and 18% abstaining.

Today Mr Frost has issued another missive claiming those in favour of the directors' motion has topped 90% and expressing confidence the 95% level will soon be reached.

The latest figures released by the Avocet chairman show 45,211,404 (90.42%) backing the short cut with the naysayers stuck on 322,505 (0.65%).

Mr Frost says: "You will see that ANC Plc has moved closer to the 95% target; thus, the ANC Plc directors believe that given a few more days ANC Plc will tip the 95% figure.

"So, in turn ANC Plc will currently proceed on the premiss (sic) that this weekend will witness this 95% achievement and Monday 12th October will see the promised new Confirmation Statement based on Monday’s end’s (12th October 2020) share register – upon which our new investors will base their offers."

He goes on to explain that ANC Plc is not subject to the 10% shareholder cap, adding: "I am considering converting some of my existing loan capital to pay up all my ANC Plc shares, and the new investors can subscribe for new equity above the current 50 million in issue so as to facilitate an unquestionable 95% no matter what yardstick is applied."

 

"Collectively ANC Plc’s directors and new investors are totally confident in the outcome, thus I am pleased to advise that in this hiatus period our new investors have advanced funds which enable the purchase and development of new intellectual property; the commissioning of Ryecroft Glenton (accountants who resigned as auditors of Omega Infinite PLC, now in liquidation) to conclude the audited accounts for Omega Infinite Plc and Orrdone Farms Limited (now in administration); to adjudicate and settle intercompany claims; an advance of funds to Begbies Traynor [liquidators of Omega Infinite] to enable the restoration of Omega Infinite Plc to the register; advances of funds for lawyers to sort perceived scandalmongers."

Mr Frost concludes: "On Monday 12th October, I shall write further to advise how matters shall proceed including any appropriate motions (requiring a 75% majority) which will allow our new investors to proceed with their share offers."

 

But a Forum member has questioned Mr Frost's ability to vote shares which he has not paid for.

The poster writes: "Frost continues to vote his 6 million unpaid-for shares despite clearly being barred from doing so by Section 44 of the Articles.

"Frost said today 'I am considering  converting some of my existing loan capital to pay up all my ANC Plc shares'

“'Considering?' Sorry, Frost. It simply does not work that way. This is not a discount furniture shop where you can take and use the furniture as you wish now, and pay for it later. The Articles are extremely clear. You cannot vote these shares until you have paid for them! Until these shares are paid for, do what, under the Articles you are obliged to do as a Director, and remove those shares from the voting tally."

The contributor adds that Mr Frost and Avocet Company Secretary Eirlys Lloyd continue to allow Avocet Natural Capital Foundation & Holdings to vote 3,458,198 shares the ownership of which is "in dispute".

And the post concludes: "Frost, please share with us the legal opinion you have received that  permits these 3,458,198 disputed shares to be voted "yes" prior to the courts having decided their actual ownership.

"In summary, as the only Directors of ANC, Frost and (Dr Bob) Jennings have an obligation to ensure that any shareholder vote is conducted according to the requirements of both the Companies Act of 2006 and the Articles of Association. In my opinion, based on the information that Frost himself has provided, they have abjectly failed to so."