QMH rescue hit by blunder: Resolutions passed at recent meetings found to be invalid
Thursday 20 January 1994
An extraordinary meeting of shareholders may have to be called to sort out the mess, but the company said it would not disrupt the timescale for the current pounds 1.3bn refinancing talks with its 65 banks.
The confusion arose after it was discovered that certain preference shareholders had a unique right to attend ordinary shareholders' meetings. This right was not spotted by the company's solicitors, Allen & Overy, and there is now serious doubt whether the firm will continue to act for Queens Moat.
In a statement last night Queens Moat said: 'In the circumstances, the company has appointed Freshfields and leading counsel to assist the directors in resolving the complex issues raised.'
At an annual meeting on 26 August last year, Queens Moat's ordinary shareholders voted to increase the company's borrowing limits to pounds 2bn. It is now known that the resolution was invalid because holders of 7 per cent convertible preference shares were not invited to attend.
The company said the validity of other resolutions passed at the meeting, and at the reconvened AGM on 29 November last year, was also being reviewed.
Holders of the preference shares, 19 million of which were issued in 1985, were given a right to attend ordinary shareholders' meetings if a resolution at a meeting was likely to affect their interests. This right was overlooked by Allen & Overy. A similar oversight, this time by Clifford Chance, was made for the annual meeting in 1989. Resolutions passed at this meeting are also under review.
The oversight was discovered by Allen & Overy and was said to have nothing to do with Gary Klesch, the arbitrageur buying up Queens Moat stock, who has threatened legal action over unspecified matters.
The preference shareholders were said to be standard institutional investors, and Queens Moat was expecting quick co-operation. A Queens Moat spokesman said it was not yet known whether the company would need to call an extraordinary meeting or separate class meeting for the preference shareholders. 'This has only been brought to our attention in the last few days and there are still many legal matters to be sifted through.' He did not know which other resolutions would be declared invalid.
The company said that 'the validity and effectiveness of the group's existing borrowings cannot be called into question.'
- 1 Secret Cinema interview: Why were Back to the Future screenings cancelled?
- 2 Christians: The world's most persecuted people
- 3 Israel-Gaza conflict: The secret report that helps Israelis to hide facts
- 4 Students offered grants if they tweet pro-Israeli propaganda
- 5 Iraq crisis: End 'very near' for Christianity after Isis takeover, says Bishop
Israel-Gaza conflict: John Prescott condemns bombardment of Gaza as a 'war crime'
Thatcher ‘was warned of Tory child sex party claims’
Israel-Gaza conflict: President Obama presses Netanyahu to call ‘immediate and unconditional’ Gaza ceasefire
Lauren Goodger calls for tougher laws on revenge porn after sex tape leaks online
Iraq crisis: End 'very near' for Christianity after Isis takeover, says Bishop
Israel-Gaza conflict: The secret report that helps Israelis to hide facts
A day in the life of Vladimir Putin: The dictator in his labyrinth
Opponents of Israel's military operation in Gaza are the real enemies of Middle Eastern peace
Were 'Poor Doors' added to mixed developments so wealthy residents don't have to go in alongside social housing tenants?
Arizona execution lasts two hours as killer Joseph Wood left 'snorting and gasping' for air
Malaysia Airlines MH17 crash: Massive rise in sale of British arms to Russia
iJobs Money & Business
£28000 - £32000 per annum: Ashdown Group: Training/Learning and Development Co...
£28000 - £32000 per annum + benefits: Ashdown Group: Training Programme Manage...
£40000 - £45000 per annum: Ashdown Group: An established professional services...
£600 - £650 per day: Orgtel: Conduct Risk Liaison Manager - Banking - London -...