Request for General Meeting (9918H)
07 June 2011 - 8:10PM
UK Regulatory
TIDMYCO
RNS Number : 9918H
YCO Group PLC
07 June 2011
7 June 2011
YCO Group plc
("YCO" or the "Company")
Requisition of General Meeting
YCO, a leading provider of specialist services to superyachts,
announces that it has received the following letter from Laurence
Milton on 3 June 2011:
"By exercising the rights reserved in my letter to the Board of
25 September 2009, and as a shareholder with an interest of over
10% of the paid-up capital of the Company carrying the rights to
vote at general meetings, in accordance with section 303 of the
Companies Act 2006 (the "2006 Act") I hereby require you to proceed
to convene a general meeting of the Company and, if thought fit,
pass the resolution set out below (which will be proposed as an
ordinary resolution), subject to special notice having been given
to the Company pursuant to sections 168 and 312 of the 2006
Act:
-- THAT Mr. Peter Jay be and is hereby removed from office as a
director of the Company with immediate effect
You will note that under the 2006 Act you have 21 days from the
date of deposit of this letter to proceed to convene the general
meeting."
The Company respectfully points out that its announcement
released on 30 March 2011, entitled "Trading Update and Board
Change", contained the following:
"Board Change
The Board also announces that Peter Jay has decided to
relinquish his role as Non-Executive Chairman of the Group and that
he steps down from the position today. Peter will continue to act
as a Non-Executive Director and he will not seek re-election to the
Board at the Group's AGM in June. Peter played an instrumental role
throughout the period during which the management undertook the
extensive and successful restructuring of the Group. Scott
Lidbetter, currently a Non-Executive Director, will be appointed
Non-Executive Chairman from 30 March 2011."
Therefore, Peter Jay will cease to be a director of the Company
at the conclusion of the AGM. Furthermore, the Company reiterates
that on 3 June 2011 it announced that its Report and Accounts for
the year ended 31 December 2010 and notice of AGM had been posted
to shareholders, which stated that the AGM is due to be held on 28
June 2011.
As Mr Milton states in his letter, the resolution which has been
requested by Mr Milton is one which requires the Company to have
been given "special notice" pursuant to section 312 of the
Companies Act 2006. Notwithstanding this, the Directors are
obligated to call a general meeting within 21 days of receiving Mr
Milton's letter, and any such meeting must be held within 28 days
of the date the notice convening such a meeting. It is clear then,
assuming that a general meeting was called no later than 24 June
and held no later than 22 July 2011 (in compliance with the
Companies Act requirements discussed above), that the resolution
proposed by Mr Milton would not be heard at a general meeting until
after the AGM and at a time when Mr Jay was no longer a Director of
the Company.
The Directors therefore take the view that any such meeting to
consider the resolution proposed by Mr Milton would be redundant
and that, since Mr Milton proposes no other resolutions, there
would be no requirement to hold the requisitioned meeting because
the resolution:
(a) if passed, would be ineffective; and
(b) would be frivolous and vexatious.
The Directors have therefore, in accordance with sections
303(5)(a) and 303(5)(c) of the Companies Act 2006, resolved not to
convene the meeting which Mr Milton has sought to requisition.
The Directors of YCO would like to restate their gratitude to
Peter Jay for the instrumental role he played as Non-Executive
Chairman of the Group.
For further information please contact:
YCO Group plc
Charlie Birkett, Chief Executive Tel: +377 93 50 12 12
Arbuthnot Securities
Tom Griffiths / Ed Groome Tel: + 44 (0)20 7012 2000
Hudson Sandler
Charlie Jack / Nathan Field Tel: + 44 (0)20 7796 4133
Notes to Editors:
YCO Group is a collection of specialist companies providing a
diverse service offering to the superyacht industry.
The Group's principal activity is the management, sale, charter
and project management of superyachts. Additional services include
the search and placement of professional yacht crew, fuelling
services and general yacht concierge services.
The Group has built a team of industry leading brokers enabling
it to offer its services to a growing roster of global clients.
In May 2008, YCO Group's shares were admitted to the AIM market
of the London Stock Exchange through the reverse takeover of
Deuxmil Marine PLC, making it the only UK listed yacht broker. The
Company currently operates in Monaco, London, Antibes, Palma,
Newport and the Gulf.
For further information, please see www.ycogroup.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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