Claims Avocet meeting is 'illegal' dismissed by chairman

by OUR BUSINESS UNIT

Suggestions that this week's planned late night meeting by video link of vetted Avocet Natural Capital shareholders is unconstitutional and should be cancelled have been swept aside today by Group chairman Martin Frost.

On September 23rd Mr Frost issued a notice to Avocet's long suffering stakeholders that the first company meeting in two years would take place this Thursday at 9.15 pm in order to accommodate 'mystery' investors called PCH based in the USA. It has been claimed by dissenting voices that PCH Holdings and their UK representative Tim Carter simply do not exist.

Mr Frost also circulated an agenda for the September 30th meeting. He said shareholders will be asked to vote on the election of Directors; the appointment of Auditors; the drafting of accounts; the issuance of a Dividend; review of the Directors Report; and review of proposed litigation. 

Then recipients of Mr Frost's email were told: "Any legitimate ANC Plc shareholder who wishes to attend and / or vote at this video G M will need to email [Avocet director] Dr. Bob Jennings on Tuesday 28th September 2021 between 9 am & 4 pm UK time.

"Video links together with voting slips shall be issued by 12 pm UK time on Wednesday 29th September. Draft ANC Plc accounts will be issued to all ANC Plc shareholders on Wednesday 29th September. The Directors Report will be issued to all ANC Plc shareholders on Wednesday 29th September. Details of the proposed dividend will be issued to all ANC Plc shareholders on Wednesday 29th September. Review of proposed litigation will be issued to all ANC Plc shareholders on Wednesday 29th September."

But this set of proposals was attacked over the weekend in contributions posted on the independent Avocet Shareholders' Forum which poses the question 'Where has your money gone?'

One writer claimed: "This Notice is seriously deficient in three critical ways:

"1- Section 33.1 of the Articles of Association states, “An annual general meeting shall be called by at least 21 Clear Days’ notice.” “Clear Day” means that the day on which the event takes place as well as the day on which notice is received are to be excluded.

"Frost has given the shareholders only six Clear Days’ formal notice in direct violation of the Articles.

"2- Under “General Meetings", Section 33.3 of the Articles states, in part, “…the notice shall be given to all Members ….and to the Directors and Auditors, and there shall appear with reasonable prominence in each such a notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy or proxies to attend and on a pool, vote instead of him and that a proxy need not be a Member.”

"Frost’s September 23rd, 2021 Notice does not contain this mandatory and important statement, in clear violation of the Articles.

"3- Section 42.1 of the Articles states, “Any notice of a general meeting must specify the address or addresses (proxy notification address) at which the Company or its agents will receive Proxy Notices relating to that meeting or any adjournment of it.

"I call on Frost to correct these serious deficiencies. If he insists on proceeding as planned, if subsequently challenged, there is a high risk that because of these serious deficiencies the meeting will be declared improperly constituted, and any votes taken at the meeting declared invalid."

However, in a hard hitting response issued today, Mr Frost declares: "Despite rumors and moves to the contrary. Be advised that as planned ANC’s Thursday’s video General Meeting is proceeding.

"Legitimate ANC shareholders can discuss the interim ANC dividend which ANC Plc directors have mandated. you have the right to attend this Thursday and express your views. A representative of PCH, whose colleagues have secured much information will be attending this meeting."