Late night session for vetted Avocet investors

by OUR BUSINESS STAFF

Management at the troubled Avocet Group of 'disruptive technology' companies will decide which of Avocet Natural Capital's [ANC] shareholders will be entitled to take part in a late night annual meeting amid claims the event is in danger of being 'rigged and potentially illegal under company law'.

In a move said to be necessary to accommodate American-based 'mystery investors', the first Avocet AGM for two years has been scheduled for 9.30 pm UK time on September 30th.

The main business, according to Group chairman Martin Frost, is to enable a vote on a proposed 50 cents per share dividend bankrolled by a $20 million draw down from a so-called escrow fund provided by the enigmatic PCH outfit. But only those shareholders whose shares are confirmed to be "Bonafede" by a firm of insolvency experts will receive a dividend.

Mr Frost circulated details of the manner in which the meeting will be conducted and the terms of the dividend offer in a weekend email to ANC's hundreds of shareholders who, between them, are said to have parted with at least £16 million for no return so far.

In October 2019 the annual meeting of Avocet Infinite (now Omega Infinite in compulsory liquidation) was immersed in controversy after the directors banned known 'dissidents' and 'naysayers' from attending proceedings in York. There have been no further annual meetings or audited accounts produced since then. Following the announcement of this month's AGM a number of stakeholders took to the Avocet Independent Forum to express strong views and to put forward resolutions to be debated at the meeting.

Commenting on the late night start to proceedings, a Forum contributor identified only as FDF wrote: "First, I note the change in time from 3 pm to 9:30 pm and would point out that 9:30 pm UK time is 1:30 pm on the west coast and 4:30 pm on the east coast of the US. Clearly, the meeting could start much earlier and still accommodate the “mystery investors” workday in the US. My conclusion is that this very late start is simply another attempt by Frost to discourage shareholder participation."

Among the proposed resolutions it was recommended "that the Directors be instructed to immediately retain the services of a collection agency on a contingency fee basis (fees are tied to their relative success or failure) to take any and all possible measures to collect the £6,225,000 owed to Avocet Natural Capital by Martin Frost [for unpaid shares]."

A separate resolution requested that "an accounting firm with no previous connection to Avocet or Martin Frost be hired to conduct an independent audit of the books of Avocet Natural Capital to confirm that all spending by the company was for legitimate business purposes. For the sake of clarity, the purchase of champagne, wine, artwork, books and antiques is NOT considered to be a legitimate business purpose."

In his latest letter to ANC shareholders Mr Frost stated that ANC Plc would draw down $20 million  from the escrow account and shareholders would be asked to confirm the following directors’ recommendations:

"That the offer from PCH and the Frost family is accepted as to their dividend pass providing that the monies are divided as follows amongst the remaining participating shareholders.

"$10 million US dollars is held in reserve to pay for contingencies such as the proposed litigation with Ms. Emma Porter [administrator of Orrdone Farms Limited] and Omega Infinite Plc settlements.

"$10 million US dollars dividend is given to the approved participating shareholders at the gross rate of $0.50 cents per share.’

"In February 2022, it is hoped that ANC Plc will draw down a further $20 million US dollars from the escrow account thus allowing a further gross $1 US dollar to be divided amongst participating shareholders."

And Mr Frost urged readers to note: "A participating shareholder is an ANC Plc shareholder who has his / her Omega infinite Plc shares approved by Begbies Traynor [Omega Infinite liquidators] as being Bonafede (sic)."

So far as access to the AGM is concerned, he wrote: "Shareholders entitled to vote & participate will receive by email login details & proxies on Thursday 23rd September, seven days prior."

After reading Mr Frost's communication, a seemingly irate shareholder who contacted us remarked: "I continue to be astounded by the generosity of Frost and his mystery investors who now, apparently, are prepared to waive their right to this dividend.

"Since he states that we shareholders will therefore receive $ 0.50/share out of a distribution of $10M, that means that out of the 50M issued ANC shares, only 20M will receive a dividend. Or, to put this another way, Frost is telling us that he and his mystery investors now own 60%, or 30M, of all of ANC’s issued shares.

"The problem with this is that as of the latest Confirmation Statement, Frost and his extended family only owned 12M shares, more than half of which weren’t paid for. And I still cannot find even one shareholder who has sold their shares to any of Frost’s mystery investors. So where did their extra 18M shares come from? My second issue is this: if Frost’s mystery investors do indeed own shares in ANC, without the issue of an updated Confirmation Statement prior to the meeting, how will we, the shareholders, be able to judge whether a vote at the AGM has passed or not?"