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By Tom Winnifrith, The Sheriff of AIM | Sunday 6 August 2017
Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from ShareProphets). I have no business relationship with any company whose stock is mentioned in this article.
At 2 PM on Friday Conroy Gold & Natural Resources (CGNR) convened a GM called to fire six directors and install three rebels. What followed was such a shameful abuse of democracy that it shames AIM. Yes, even the Casino, has not seen such a disgraceful rogering of shareholder rights until now. Conroy has yet to RNS the result but I can now reveal what happened. And also make clear that Nomad Allenby has a duty to force change or must quit for this is a dark day for shareholder democracy. It is nothing short of appalling.
Whatever positive words I had about Professor Richard Conroy and his key boardroom ally Maureen Jones must now be viewed in light of the shame ful events which I now recall from two different and independent eye witnesses..
The hall at the Davenport Hotel on Merrion Street was packed. There were at least 60 ordinary shareholders present plus the board and advisers. I say shareholders but it seems that there were no real cheques on who pitched up.
There were nine resolutions - six firings and three hirings. The six directors to be dispatched in general added nothing to the board were often related or linked to Prof Conroy or Jones and their tenure - which averaged 14 years - was clearly unjustifiable for a small cash consumptive entity. How could folks in situe for so long be classed as "independent" NEDs?
Prof Conroy insisted that even though a poll of shareholders was to be taken and that would decide the outcome he would first proceed with a vote according to a show of hands. This was utterly pointless in that such a show of hands rebel Patrick O'Sullivan who owns 28% of the equity counted for as much as a bloke with 1 share.
This exercise was thus meaningless and pointless but by the time that the hall had voted 45/6 against the six firings and also against the three hirings it was well past four o'clock. The mood of the hall was clear and hostility to O'Sullivan and the rebels was not hidden. Intimidating is a word that was used.
Thereafter Professor Conroy moved on to the actual vote. He announced that 800,000 votes for the rebels had been disallowed because of a problem with a signature on a proxy form from Goodbody stockbrokers. He declined to elaborate on that problem or explain why he had not sorted it out beforehand with Goodbody as a man who cared in democracy would have done. You can bet your last Euro that had the 800,000 votes been going the other way, the issue would have been addressed before the meeting.
Maureen Jones states: "As I am sure you are aware, the Company Registrars and the appointed Scrutineers decide on the validity of the Proxies and there are very clear criteria." Yup. Whatever.
Despite scrubbing these 800,000 votes the Professor lost every resolution by 3.5 million votes to 3.1 million.
You will note that directors of Conroy hold 3.1 million shares and thus it seems that almost no-one else other than the directors actually voted in the way that the board urged them to do in an expensively produced circular. The folks in the hall, by definition, had almost no votes between them.
The markets had by now closed and the Professor announced that the six directors had indeed been removed from the board. Whether they leave the company payroll is not, at this stage, something that has been made clear. However, Conroy went on to announce that the three rebels were incorrectly nominated so were ineligible according to a the company's articles of association.
Without giving any details of what the problem was the Professor at once closed the meeting before anyone could quiz him but too late to need an RNS explaining how the will of the owner of this company had been utterly frustrated.
As such the board is now the Prof, Maureen Jones and long term Conroy buddy Professor Garth Earls. This is patently NOT what the owners of this company, its shareholders, wanted. It is a flagrant abuse of democracy. It is the sort of thing you might expect to happen in local elections in Rwanda or Afghanistan not at an AIM GM*.
Nomad Allenby must know that this is the case and, if it cared a jot about such matters, it would tell the Professor to appoint the rebels, Patrick O'Sullivan, Paul Johnson and Gervaise Heddle to the board at once and threaten that if this does not happen it will resign on the spot. After this sham, Prof Conroy knows that no other Nomad will act for him and without a Nomad there is no AIM listing and with no AIM listing the cash guzzler is fecked.
Nich Harriss at Allenby do you have a conscience? I know that you do. And as such...over to you.
I asked Maureen Jones to comment on what went on and she stated "We will respond in due course". After almost 24 hours such a response is dismal and just adds to a clear picture of a board that treats its shareholders with unmitigated contempt.
Should Allenby do nothing - which I expect - I'd urge rebels to file an immediate request for another GM to remove Professor Conroy and Ms Jones and to install the three new directors again. And they should do so at once to avoid Conroy diluting the rebels with a share issue that brings supporters onto the shareholder list.
*I apologise to folks in Rwanda and Afghanistan. The Conroy GM makes your democracies look strong and stable.
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