The EGM


The EGM


Through a coordinated effort from our initial founders, and the subsequent collective power of our members, our group managed to call an Emergency General Meeting. We believe we are the first shareholders group ever to force an EGM of a FTSE listed PLC without the support of institutional investors.


To successfully convene an EGM more than 5% of shareholders must call for the EGM. Our group represented approximately 660 million shares, or approximately 25% of the called up share capital of the company.


Below is our agenda for the EGM published by the company on 6th November 2013.


NOTICE IS HEREBY GIVEN that a General Meeting of the Company will be held at 9 a.m. on 4 December

2013 at the Royal Berkshire Conference Centre, Madejski Stadium, Reading, RG2 0FL in order to address the

following questions or requests raised by the Requesting Shareholders, as defined in the circular to Shareholders dated 6 November 2013, of which this notice forms part (the “Circular”):


1. Bob Wigley, Chairman of the Company, provide a full account of his dealings in shares of the Company and of debt of the Company since the date that he took office as a Director of the Company and, in particular, explain


a) why he caused or permitted RNS release of 15 November 2011 to state that he had bought

2,610,000 shares in the Company when his shareholding on 31 March 2012 and 11 June 2012

was stated to be 537,407 shares;


b) what happened to the 2,610,000 shares;


c) why was that event not announced to shareholders;


d) from whom did he acquire an interest in US$ 1 million of the Company’s senior debt for

approximately £200,000;


e) what the nature of that interest was;


f) what has become of that interest and, if it has been disposed of or discharged, what amount

Mr Wigley received from such disposal.



2. Bob Wigley explain whether or not he has participated in any discussions with lenders to the Company as a Director of the Company and, if so, exactly when.



3. The Directors provide a full and detailed explanation of when any default was made by the Group in the

obligations of any member of the Group to creditors of the Group, or any member of it, and by whom and why the decision to cause or permit such default was made.



4. The Directors explain the precise nature of the discussions that they or any of them have had with creditors of the Company at any time since 30 June 2011.



5. The Directors explain exactly why the incentives for Executive Directors were changed so that John Michael Pocock and Antony Bates surrendered their options on shares in the Company and give the precise terms of any cash (deferred or not) retention and incentive plan introduced for executive directors in connection therewith.



6. The Directors explain what the remuneration package for the Executive Directors has been since 31 March 2012 and what monies have been paid to each of them in each month since then.



7. The Directors explain whether or not they consider Shareholders to be stakeholders in the Company.



8. If the Directors do consider Shareholders to be stakeholders in the Company, that they explain the steps they have taken to engage with Shareholders since 30 July 2012.



9. The Directors report upon developments in relation to United States operations of the Group since 1 January 2012 and, particularly:


a) whether or not there have been any senior management changes;


b) what, if any, approaches of a formal or informal nature have been received to purchase any part

of the United States operations;


c) what, if any, proceedings have been instituted in any court since 2009 in relation to any past or

present employees of the Group in the United States of America by


(i) the Group or any part of it;

(ii) any other person that the Directors are aware of.




10. The Directors answer the question “what enquiries did the Directors make into the background of Mike

Pocock before engaging him as an Executive Director and, in particular, when did they become aware of the circumstances giving rise to an action in the United States District Court District of Minnesota between Douglas A Kelley, in his capacity as the court appointed receiver of Thomas Joseph Petters: Petters Company Inc., aka PCI; Petters Group Worldwide, LLC; et al Plaintiff vs .JP Morgan Chase & Co. and Chase Bank, N.A., One Equity Partners LLC, Jacques A Nasser, Lee M Gardner, Charles F Auster, James W Koven, Rich A Lazio, J Michael Pocock, William L Flaherty and Ira H Parker Defendants, which allegedly relate to a Ponzi scheme and allegedly seeks recovery (inter alia) from J Michael Pocock of US$ 8,544,677?”.



11. The Directors give full details of any engagement since 2010 by any of the members of the Group of any advisor who was an advisor of Polaroid Holding Company or any entity connected with Polaroid Holding Company.



12. The Directors inform the Shareholders of precisely what the write off of £1,802,900,000 of intangible assets in the year to 31 March 2012 were, stating:


a) which company the write off related to;


b) what each asset that had a write off applied to was;


c) what the value of that asset was before and after the write off;

and further that they inform the Shareholders of the amounts of any further write offs of intangible assets in the year to 31 March 2013 stating;


a) which company the write off related to;


b) what each asset that had a write off applied to it was;


c) what the value of that asset was before and after the write off;and further that they inform the Shareholders of the amounts of any further write offs of intangibleassets since 31 March 2013 stating;


a) which company the write off related to;


b) what each asset that had a write off applied to it was;


c) what the value of that asset was before and after write off.



13. The Directors state with such precision as Shareholders can clearly understand the detail precisely what

the “£222m increase in exceptional costs” referred to in the Financial Information for the twelve month period ended 31 March 2013 was comprised of and what the “£32 million one off exceptional costs related to restructuring the organisation and delivering the new strategy” were.



14. The directors explain what proposals the Directors have made to creditors for the payment of retention

bonuses of up to £5.2 million to key Moonfruit management in 2014.



15. The Directors explain in detail how they have safeguarded existing shareholders’ interests in the Group

since 30 July 2012.



16. Antony Bates explains precisely how much debt of the Group has been purchased by the Group since 31 March 2012 and how he has protected Shareholders to the fullest extent possible since 31 March 2012.



17. Bob Wigley explain what steps he has personally taken to protect the interests of shareholders in the

Company since 25 July 2012.



18. Elizabeth Chambers explain what steps she has personally taken to protect the interests of shareholders

in the Company since 25 July 2012.



19. John Coghlan explain what steps he has personally taken to protect the interests of shareholders in the

Company since 25 July 2012.



20. John Coppel explain what steps he has personally taken to protect the interests of shareholders in the

Company since 25 July 2012.



21. Carlos Espinosa de los Monteros explain what steps he has personally taken to protect the interests of

shareholders in the Company since 25 July 2012.



22. Kathleen Flaherty explain what steps she has personally taken to protect the interests of shareholders in

the Company since 25 July 2012.



23. Richard Hooper explain what steps he has personally taken to protect the interests of shareholders in the

Company since 25 July 2012.



In the letter issued above, and signed by Chairman Bob Wigley, the following paragraph was included;


"Should a material number of the Proposed Directors be appointed at the General Meeting or the Company determine that this is likely to occur, it is expected that the Company will be placed into administration."



And that is exactly what happened. No Directors attended the EGM, instead the Deloitte administrators attempted to answer questions on their behalf. Further details of Deloitte's questionable actions in the administration can be found in the Deloitte section of this website.





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