TIDMATY
RNS Number : 4129T
Athelney Trust PLC
20 March 2019
ATHELNEY TRUST PLC (the Company)
Athelney Board letter to Shareholders
Shareholders will be aware that prior to despatch of the AGM
notice on 5 March 2019, the Company received a requisition from
shareholder and former Chairman Dr Pohl requiring consideration at
the AGM of resolutions that would return him and Mr Moore to the
Board and remove David Lawman. Shareholders will also recall that
Dr Pohl and Mr Moore were removed as directors at a General Meeting
held on 22 January 2019. It is clear that Dr Pohl's intention is to
take control of the Board and return the management to the position
just after Robin Boyle's resignation. Your board considers this
would not be in the best interest of all shareholders and would
return the Company to a failed formula. If you are a shareholder
please vote for your current board, Frank Ashton, Helen Sachdev and
David Lawman and against the resolutions proposed by Dr Pohl.
Specifically your Board recommends that at the AGM to be held on
3 April 2019, you vote:
FOR - Resolutions 1 to 9
AGAINST - Resolutions 10, 11 and 12
The Board would like to draw your attention to the following
information and urges you to consider it carefully when casting
your votes by proxy or in person. If you have already sent in your
proxy and wish to change your vote you must submit another proxy
form as soon as possible in advance of the AGM. Proxy votes must be
received by the company secretary or registrars no later than 2pm
Monday 1 April, 2019. Further forms are available from the company
secretary John Girdlestone or Debbie Warburton (who can be
contacted on +44 01326 378288 or by email at
john@gw-accountants.co.uk).
Following trading activity since the publication of our Annual
Report on 5 March the Board would like to inform shareholders of
the following points:
-- A large number of Athelney Trust plc shares have been traded
since 5 March 2019, the end of our closed period.
-- More than 100,000 of these shares were acquired by Dr Pohl,
majority shareholder of Global Masters Fund, based in Australia and
were purchased from shareholders outside the top five.
-- As a result, Athelney Trust plc now fails Section 1158 of the
Corporation Tax Act (CTA) 2010 Chapter 3 Regulation 18, as it is
deemed under the control of five or fewer participators. The
trading activity of Dr Pohl (who as former Chairman and MD of the
company may have been aware of these regulations), created this
threat to the Company's status as an approved investment trust,
exempt from Corporation Tax. Since the law changed on 1 January
2012 to be based on continuous self-assessment such a serious
breach would normally result in immediate loss of approved
investment trust status (and loss of exemption from Corporation
Tax) for the whole of 2019.
-- Since January 2019, the Board was aware that five
shareholders held in excess of 49% of the shares risking an
accidental Chapter 3 breach. Keen to protect the interest of the
majority of shareholders, the Board has explored options to reduce
risk. As soon as we were aware the "five shareholders, max 50%"
breach had occurred we took tax legal advice on our chosen option
and can now confirm that our approved investment trust and tax
exempt status is intact.
-- This relies on the s446 Companies Act 2010 exemption:
Athelney Trust plc is a quoted company with more than 35% of voting
shares held by the public, being traded on the London Stock
Exchange over the past 12 months. We also understand from our
advice that if a major shareholder becomes a director, it increases
our risk of a further breach under s446 as their shares are no
longer deemed public.
-- We will continue to monitor this situation closely and ask
that by voting for the current board, you help to improve the
stability of the Company
The Board, in the interests of all shareholders, is determined
to remain independent of the two major shareholders and is keen to
broker a reasonable outcome that will meet most shareholder
needs.
Your board has the following specific comments on Dr Pohl's
resolutions and points raised by him in support of those
resolutions:
-- The Board believes the actions of major shareholder blocks in
the past six months have led directly to substantial additional
costs and this must stop if the Company is to have a viable
future.
-- Of the GBP90,000 extra costs incurred to date during this
dispute between the two major shareholders, just under GBP70,000
was already spent and committed by Directors at the time, Mr Moore
and Dr Pohl, during the three months up to the GM on 22 Jan
2019.
-- Dr Pohl's trading actions have created yet more uncertainty
and incurred further costs in time and resources for the Company.
Given his position as a Director in the past we believe he should
be well aware of these consequences.
-- Dr Pohl's AGM resolutions return the Company to last year's
management team, Mr Moore and Dr Pohl who failed to foresee and
prevent the circumstances that led to heavy cost and uncertainty
for all other shareholders.
-- Contrary to Dr Pohl's comments the Board continues to work
effectively alongside the Company Secretaries whose experience and
knowledge is much appreciated in assisting us with the current
challenges. We could not have produced the Annual Report or this
tax solution without mutual support. We will review all service
providers regularly as most efficient companies would do, choosing
partners suited to our current size. At the moment conditions make
this combined team more resolute and determined to act as one in
the interest of the many.
-- Dr Pohl's AGM resolutions do not solve the problems - they
encourage another swing of the pendulum, exacerbated by the absence
of independent voices on the Board and a return to yesterday's
team.
Future Plan
We reiterate our support for the UK-based fund management group,
Gresham House, who with the continued support of Robin Boyle, we
recommend will act as future Fund Managers for the Company. Given
their successful track record, we believe this represents the best
option for our shareholders as a whole. As an independent board of
directors, we are fully committed to acting, as is proper, in the
interests of all shareholders. Contrary to suggestions in Dr Pohl's
letter to shareholders, neither Frank Ashton nor Helen Sachdev have
had any relationship or conversation with Gresham House prior to
their appointment to the Board. However, with due diligence and
given the need to return the Company to stability as soon as
possible, the Board believes this is a very good partnership long
term for all shareholders and might still satisfy both Dr Pohl's
and Robin Boyle's needs.
Therefore we ask that you vote to keep the current independent
Board members Frank Ashton and Helen Sachdev in place to represent
all shareholder voices. We assert that because of David Lawman's
long relationship with the Trust and as a valued member of the
Board, he should be supported and remain in his position as a
Non-Executive Director. In particular he brings the following:
-- Extensive experience in the small quoted company arena both
in understanding shareholder needs and the regulatory process.
-- He is a long term shareholder in Athelney Trust through his SIPP.
-- He is known to many shareholders whom he has met on numerous occasions.
-- Having stepped down as Chairman, he has paved the way for the
Board to now be genuinely independent.
Frank Ashton, Chairman, comments: "As your Chairman, I encourage
shareholders to retain the existing Board structure and personnel.
I believe that with our plan we are very well positioned to support
the growth of the fund once stability is achieved. As always my
door remains firmly open and I welcome further meetings and
conversations with you as shareholders; your feedback and thoughts
are very much valued."
Enquiries:
Athelney Trust plc
----------------------------------------------------
Frank Ashton, Chairman 07802 158370 frankashton@athelneytrust.co.uk
or c/o Company Secretary john@gw-accountants.co.uk
----------------------------------------------------
IFC Advisory 0203 934 6630
athelney@investor-focus.co.uk
----------------------------------------------------
Graham Herring / Tim Metcalfe
/ Miles Nolan /
----------------------------------------------------
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END
NOAGLGDXRSDBGCG
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