London Asia Capital Share Discussion Threads

[loverat] 25/1/2011 16:24

A very informative post hashertu. And if true about the threats just confirms a vote for Richpoint is a vote for the Chinese Mafia.

[hashertu] 25/1/2011 16:23

The latest list of director shareholdings is shown on page 12 of the AR.



Professor Gardin does not appear to own any shares.

[tokyojohn] 25/1/2011 16:13

Thanks for all that info. The situation is clearer - the outcome much less so! Seems like a lot hinges on what happens to those 44 million votes, so all to play for. The trouble is, I can't help thinking Richpoint, SL or whoever will just keep trying even if they lose this time. Hope the stuff about threats against children isn't true, but you wouldn't put anything past some of the crooks involved here.

[hashertu] 25/1/2011 15:51

The following shows the voting for the resolution to remove Toby Parker, but is representative of all the resolutions. This information came from the registrar.

For 22,758,037
Discretion 72,533,866 (including 661,659 at Discretion of Chairman of Meeting)
Total 95,291,903

If you exclude 10,450,000 from the "for" vote because the votes were disenfranchised you get to:

Total For 84,841,903

AGAINST 89,492,439

Surplus 4,650,536

From this you will see if the 10.45 million is included the vote is lost even if the Chairman (which I doubt) voted the Discretion Votes AGAINST.

The discretion votes are votes held by proxies in the room. 68.7million of the 72.5m belong to Richpoint. It is not clear whether the remainder would have voted for the resolution or not. I suspect they would have voted against the resolution based on the opinions coming from the floor.

My estimation of the result had a poll been taken and the disenfranchised votes allowed is: (and chairman votes against)

For: 91.5m
Against: 93.2m

The total voting rights is 229m so turnout was high but there are still 44.3m votes not cast.

Plainly there are a number of possible outcomes but it will be close in any case.

This vote is not yet lost. I would urge anyone who has not yet voted to do so. Every vote will matter. Not least:

1) Richpoint said they would keep requisitioning a meeting and new vote so long as they thought they could win. If they thought they would not win, even with the dis. votes, I suspect they would give up this particular tack.

2)If the Richpoint proposal is voted down, Professor Gardin would probably accept the appointment of two additional directors (David Buchler, Sir Jeremy Hanley). These two would bring considerable experience to the task at hand. At the moment the board is deadlocked on this issue. Prof Gardin argues that there is no point appointing new directors if they could be voted off by Richpoint.

3) The reason alleged (verbally) for the resignation of the Earl of Cromer is that he and his wife (acting as translator) were threatened in a meeting with Sha and Chen. Comments such as "we know where you live", "we know where your children go to school" were alleged to have reduced his wife to tears.

4) Some nominee companies need to be reminded that shareholders should automatically have a right to vote (unless they choose to opt out).

5) The vote has been adjourned so you have the right to change your mind (and vote). Even if this is disputed by Richpoint, the number of additional votes cast might be enough to discourage Richpoint from trying to hold the meeting/vote again.

So. Your choice. You can still make a difference.

[hashertu] 25/1/2011 15:51

Double post

[morro] 25/1/2011 14:41

Any party who votes with Richpoint you have to consider whether they will be seen as directly involved with Richpoint for the purposes of the takeover code

[loverat] 25/1/2011 13:14

Well where I come from they call it bribery.

But then I suppose it depends on what jurisdiction you are in.

Here, I believe it is illegal but the practice often goes unpunished.

In China, I gather it is a capital offence - but seemingly only when the practice interferes with the interests of those who have power or influence - such as government officials.

But in places such as Italy, I gather not engaging in the behaviour is frowned upon.

[dougcsv] 25/1/2011 12:50

I understand they are going to be discussing with lawyers etc. what they can do ....trouble is it gives both sides the time to get more votes if they decide to allow it - and assuming that Gardin is on richpoints side if gives richppoint even more access to shareholder information to use to offer incentives to those they want to sway - not sure if that is legal or not - I'm sure if is not they won't do it of course !!

[loverat] 25/1/2011 12:01

Yes, my question too. Will there be another vote or is it a case of clarifying who was behind that 10M block of shares.

[tokyojohn] 25/1/2011 11:57

Thanks for the updates, even if it's still as clear as mud.

So 58 million votes were not cast? That's easily enough to turn the vote, I would guess. Is there another fresh vote on Feb 21, or are the 10 million just going to be added to those already counted? Surely many small holders are in the same position as the 10 million holder - shares in nominee accounts and brokers unwilling/unable to get the proxy paperwork done in time.

[loverat] 25/1/2011 04:59

Many thanks to those who attended the meeting and/or took the trouble to update this board.

So, the saga continues. It really is fascinating to watch........

[dougcsv] 24/1/2011 23:04

I guess it depends how you define 'institution'

[hashertu] 24/1/2011 22:53

dougcsv
An attendee at the meeting said he knew who the shareholder was. He would say no more than that it was an institution.

[morro] 24/1/2011 22:44

The conclusion I come to with Richpoint and Chen acting as they have is that there is some real value here, they just want it for themselves.

[blackmonday] 24/1/2011 21:39

10m shares is only about 4.3% of the company - was the vote that close? Does anyone know how the proxy numbers looked with or without the 10m shares?

[dougcsv] 24/1/2011 21:26

If and when we find out who the 10m shares belong to I wonder if it will be :-

1) Littlewood and co
2) Chen and associates
3) Gardin or one of his companies
4) Richpoint

[dougcsv] 24/1/2011 21:24

Gardin hold shares in the company (it'll be noted somewhere how many) It would be a foolish man who acted against the only people likely to give him some return on those shares.....unless Richpoint have made him an offer - He is clearly acting in his own self interest. Perhaps he's been promised a job as a director looking after the London end of LAC - of course if that was the case it should have been made clear. If Richpoint stuff the shareholders then Gardin and the other directors are also stuffed.

[hashertu] 24/1/2011 21:05

Morro, there is some form number 793 (I don't know if this is the right number) that a company can send to a nominee holder (Credit Suisse, New York) asking them to state who is the beneficial owner of shares registered in the name of the nominee.
A company may request this when they want to ensure that parties are not acting in concert without such fact being made known, or in this case to check that a certain party (Richpoint)had not exceeded the 30% level, at which point takeover rules should apply.
Credit Suisse did not reply to the request and the votes were disenfranchised, even though we know which way they were cast in the ballot (support for Richpoint).

[topvest] 24/1/2011 19:47

Thanks - as clear as mud as ever. More time and money wasted. Another month to wait, before we know who's in charge and then a few years into the long grass no doubt. I'd rather have an offer of a couple of pence and move on. Will we ever get anything though? I doubt it. Anyway, at least we didn't lose and there looks to be a slight chance of some deal getting done. Not that I'm confident!

[morro] 24/1/2011 19:31

Hashertu, what exactly happened with these shares?

[hashertu] 24/1/2011 19:22

I do not think Gardin is pro Richpoint.
I think it is more a case that he appears to be at loggerheads with Bailey/Parker leading to the current board being divided 2:2. I just hope they can agree something with Richpoint in the next 4 weeks.
It did strike me as ironic (if that is the right word)that the lawyer for Richpoint was so concerned for the rights of the holder of the disenfranchised 10m to be included in the voting when the outcome was a board of one answerable to none but his master.
When we find out the identity of the institution holding 10m shares we need to persuade them to vote for good corporate governance and change their current voting strategy.

[morro] 24/1/2011 19:04

Did Gardin explain his actions? He should have. Has he been bought off? He was one of the directors Richpoint wanted gone, so a deal must have been done. If he has done a deal it shows he is another not fit to be a company director

[dougcsv] 24/1/2011 17:44

Meeting adjourned until 21st Feb - questions over 10m votes from/thru Credit Suisse. Gardin is now supporting Richpoint; Richpoint claim no connection with Chen. Couldn't say what they thought the value of the company was; didn't know what they were going to do re relisting/company domicile.
You'd have thought they would have some idea of what they want to do before putting in the requisition (but of course maybe they do!!)

[tokyojohn] 24/1/2011 14:57

While we await news, this was in today's South China Morning Post: