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I have written to the embattled chairman and trougher in chief at Union Jack Oil (UJO)
Time to be honest with your shareholders & to publish legal advice
5th August
Dear David
I look forward to seeing you at the AGM and EGM in London on the 24th. Why not hold the event in fashionable Wrecsam, it is such a schlepp up to London. Ahead of that I ask you to be honest with your shareholders as they vote on the ludicrous offer from a company with a material uncertainty, that is Reabold.
1. We now know that 18.13% of votes are pledged not to support the offer. More Letters of Intent are being filed. Typically at least 10% of shareholders just do not accept an offer as a result of apathy or being dead. So there is now absolutely zero chance of Reabold getting 25%. As such I ask you to be transparent with your shareholders, admit to that in an RNS and thus say that the threat to delist is a hollow one.
2. Reabold has argued that a rationale for the deal is a delisting to save £250,000 in duplicated PLC costs as a result of that delisting. Will it commit to going ahead now that no delisting is conceivable.
3. You told your shareholders that the all paper offer was at a premium. But Reabold’s shares have collapsed since announcing the deal and at 67p the offer is now worth just 3.417p per Union Jack share. So that is a stonking DISCOUNT to the VWAP for the three months prior to the bid of 3.95p. Should you not be honest with your shareholders about this.
4. You argue that Union must accept the offer because it will otherwise face financial pressures because it will need almost £1 million to pay the grotesque 2 year notice periods of yourself, Joe O’Farrell and the shorter notice period of your gimp NED Zac Phillips. But others believe that when the EGM votes you off the board you can be sacked without compensation for gross misconduct, specifically adjourning the June 26 AGM without the consent of the meeting in breach of the Companies Act 2006 and your own Mems & Arts, simply to save your own job.
If you could indeed be sacked without compensation on that basis this key argument falls away. So in the interests of transparency can you provide the legal advice which allowed you, O’Farrell and the gimp to agree to adjourn the AGM without the consent of members.
I look forward to your reply.
Yours sincerely
Tom Winnifrith
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