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Voting Problems, Computershare, Albion Venture Capital and PLAIN ENGLISH.

By Cliff Weight

Computershare have refused to accept a vote instruction for the Albion Venture Capital AGM, because it was sent to them electronically. It was signed, scanned and sent to them by email.

They say that the meeting notice says what form the instruction must be sent and this overrides the Companies Act, CA2006 S333. The notice says the instruction must be sent to Computershare, but does not say how (see below for the precise wording used). In this modern age, surely an email is acceptable?

We have precedent, in that RBS were willing to accept shareholder resolution requisition forms which were signed, scanned and then sent to RBS by email, who then sent them to Computershare to verify as correctly completed by valid shareholders.

Another problem is that Albion Venture Capital refer to “the Form of Proxy, enclosed with this notice”. Roger Lawson has pointed out to Computershare several times that shareholders do not have to use the Form of Proxy sent to them or the one they say is downloadable from some website. Computershare want their admin to be simple and they can ask companies to request that shareholders use their form, but companies should not use language which suggests that shareholders must use their forms.

The Companies Act refers to electronic communications. Readers should expect that the normal interpretation that electronic communication is OK. The words in brackets in CA2006 S333(1) are being used (mis-used?) to allow Companies and Computershare to achieve the exact opposite of the original intent of the Act.

This is yet another example of the disenfranchisement of retail shareholders, which needs to be brought to the attention of the Law Commission, BEIS, the FCA and FRC (the FRC are responsible for good stewardship and corporate governance).

PS Please join and support the Albion Campaign https://www.sharesoc.org/campaigns/albion-vct-campaign/#join

Background

CA2006 S333 says:

333Sending documents relating to meetings etc in electronic form

(1)Where a company has given an electronic address in a notice calling a meeting, it is deemed to have agreed that any document or information relating to proceedings at the meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the notice).

(2)Where a company has given an electronic address—

(a)in an instrument of proxy sent out by the company in relation to the meeting, or

(b)in an invitation to appoint a proxy issued by the company in relation to the meeting,

it is deemed to have agreed that any document or information relating to proxies for that meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the notice).

(3)In subsection (2), documents relating to proxies include—

(a)the appointment of a proxy in relation to a meeting,

(b)any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy, and

(c)notice of the termination of the authority of a proxy.

(4)In this section “electronic address” means any address or number used for the purposes of sending or receiving documents or information by electronic means.

 

Albion Venture Capital AAVC put these words in their notice of meeting:

Members entitled to attend, speak and vote at the General Meeting may appoint a proxy or proxies (who need not be a member of the Company) to exercise these rights in their place at the meeting. A member may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. Proxies may only be appointed by:

  • completing and returning the Form of Proxy enclosed with this Notice to Computershare Investor Services PLC, The Pavilion, Bridgwater Road, Bristol, BS99 6ZY;
  • going to www.investorcentre.co.uk/eproxy and following the instructions provided there; or
  • by having an appropriate CREST message transmitted, if you are a user of the CREST system (including CREST personal members).

Return of the Form of Proxy will not preclude a member from attending the meeting and voting in person. A member may not use any electronic address provided in the Notice of this meeting to communicate with the Company for any purposes other than those expressly stated.

To be effective the Form of Proxy must be completed in accordance with the instructions and received by the Registrars of the Company by noon on 19 August 2019.

DISCLOSURE: The Author owns shares in Albion Venture Capital

2 Comments
  1. barry collins 20th August 2019 at 8:26 pm

    This is shocking behaviour by Albion who presumably guided Computershare to behave in this way for them, but sadly not at all unexpected behaviour by a manager who appears to be intent on enriching himself at shareholders expense.
    How to trash a great reputation !

  2. John Pennell 27th August 2019 at 12:31 pm

    The rules as to how a proxy vote may be cast are laid down in the Articles – and I bet the articles of AAVC do not provide for such a draconian limitation of the shareholders rights particularly in the case where the shareholder does not receive a proxy card or a code to go on to the web site.

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