In an e-mail that we received yesterday from Pathfinder’s Board, they confirmed that ‘having taken external legal counsel’s advice’ it was concluded that our requisition of a shareholders’ general meeting was ‘not validly served’ until it was sent to the e-mail address ‘email@example.com’. The Board referred us to the sections and schedules of the Companies Act 2006 which define where official correspondence should be sent for it to be deemed to have been received by a company (which, incidentally, we believe, on advice, that we have complied with anyway).
This is a total abuse of company law. The relevant provisions are intended to define when a correspondent can ‘prove’ that a document was delivered to the company. But, in this case, there is no need for such proof, because on the day following the e-mailing of the requisition (to both the Chairman and Chief Executive), the Company announced that it had received it (see RNS dated 21st March 2018)! It then took them a full week before the Company announced that the Board deemed the requisition ‘not valid’ and, despite our asking, refused to explain just why it had reached this conclusion. Presumably the Board’s reluctance to share its rationale for this decision was because there was in fact nothing wrong with the requisition.
The reality of the situation is that the Board of Pathfinder has spent what we estimate to be a minimum of £5,000 of OUR money in order to delay the holding of a shareholders’ general meeting, called explicitly to remove those directors from office. Why? In order to give those directors as much time as possible to frustrate shareholders’ legitimate action against them (and, incidentally, to continue to enjoy the outrageously high level of remuneration they have granted themselves).
The directors should hang their heads in shame and resign now – before spending yet more of the shareholders’ funds in defending the indefensible by allowing this process to run its course.