Stobart Group Limited High Court Judgment (2156Q)
15 Febbraio 2019 - 11:10AM
UK Regulatory
TIDMSTOB
RNS Number : 2156Q
Stobart Group Limited
15 February 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
15 February 2019
Stobart Group Limited
("Stobart Group" or the "Company")
High Court Judgment
The Board of Stobart Group, the Aviation, Energy and Civil
Engineering company, is pleased to have today received the judgment
of His Honour Judge Russen QC concerning the Company's High Court
dispute with its former director, Andrew Tinkler.
The key findings of the judgment are that:
-- Mr Tinkler acted in breach of his fiduciary and contractual
duties to the Company in respect of:
-- speaking to the Company's significant shareholders and
criticising the Board's management and the Group's business and
agitating for the removal of its chairman Iain Ferguson;
-- improperly sharing confidential information with Philip Day;
-- sending his Letter to Shareholders (1) and the Communication to Employees (2); and
-- orchestrating the Executive Leadership Team letter (3) and the "petition";
-- The dismissal of Mr Tinkler as an employee of the Company on
14 June 2018 was a lawful and valid act;
-- The removal of Mr Tinkler as a director of the Company on 14
June 2018 was a lawful and valid act;
-- Mr Tinkler's counterclaim for reinstatement as an employee
and a director of the Company was rejected;
-- The Company did not establish its claim of an unlawful conspiracy;
-- The Four Directors, being Iain Ferguson, Warwick Brady, John
Coombs and Andrew Wood, did not breach their duties to the Company,
except in respect of a transfer of 5,320,425 shares (equating to
1.5% of the Company's then issued share capital) to the Employee
Benefit Trust ahead of the Company's AGM. However, the Court
concluded that this transfer of shares was valid as a matter of
law, and even if the votes for these shares had been discounted, Mr
Ferguson would still have been re-elected;
-- The resolution to re-elect Mr Ferguson at the AGM on 6 July 2018 was valid;
-- The removal of Mr Tinkler as a director of the Company on 7
July 2018 (following his election at the AGM of 6 July 2018) was
valid and effective.
A full copy of the judgment will be made available on the
Company's website as soon as practicable.
A further hearing will take place in due course for the Court to
consider what relief the Company is entitled to receive from Mr
Tinkler arising from the breaches of his fiduciary and contractual
duties to the Company.
The matter of Mr Tinkler's valid dismissal from the Company is
now determined. As reported in its RNS on 3 December, Stobart Group
is delivering strong commercial progress in its core operating
businesses; Stobart Aviation and Stobart Energy. The Board will
continue to focus on delivering its growth strategy and increasing
value for shareholders.
The person responsible for arranging the release of this
announcement on behalf of Stobart Group is Louise Brace, Company
Secretary.
Notes:
(1) The Letter to Shareholders was a letter dated 8 June 2018
from Mr Tinkler headed "To the Shareholders, Stobart Group Limited
- Letter from Andrew Tinkler, Executive Director and Shareholder of
Stobart Group Limited" and which he expressly stated was written
"in my capacity as an Executive Director, significant shareholder
and founder of the Company".
(2) Mr Tinkler forwarded the Letter to Shareholders to all
employees of the Company with a Company email address.
(3) A letter stated to be from a substantial majority of the
Company's Executive Leadership Team to the Board of Stobart
Group.
Enquiries:
Stobart Group Limited C/o Newgate Communications
Charlie Geller, Head of Group Communications
Newgate Communications +44 203 757 6880
Robin Tozer stobart@newgatecomms.com
Charlie Ansdell
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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